Common use of Computation of Interest and Fees Clause in Contracts

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the 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 Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) Interest Facility fees and interest (other than interest based calculated on the Base basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based . Interest calculated on the Base basis of the Prime Rate shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a US$ Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 relevant 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 Borrower or any Lenderrelevant Borrower, deliver to the such Borrower or such Lender a statement showing in reasonable detail the calculations quotations furnished by the Reference Lenders (if any) used by the Administrative Agent in determining any interest rate pursuant with respect to Subsection 4.1, excluding any LIBOR a Eurodollar Loan or an Index Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base RateCompetitive Loan. (c) Upon the request of the Administrative AgentIf any Reference Lender shall for any reason no longer have a Revolving Credit Commitment, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits Lender shall thereupon cease to leading banks in the London interbank marketbe a Reference Lender, it will promptly (and no later than the Business Day following any such request) supply if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (with the rate quoted consent of IBM) shall, by such notice to the Borrowers and the Lenders, designate another Lender as a Reference Bank Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Administrative Agent on a timely basis as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Lenders shall be unable or shall otherwise fail to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall, subject to the provisions of Section 2.14, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Interest All computations of interest for Base Rate Loans (other than interest based on including Base Rate Loans determined by reference to the Base Eurodollar Rate) shall be calculated made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year for the and actual days elapsed; and interest based on the Base Rate shall be calculated elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year (or 366-day year, as the case may be) ). Interest shall accrue on each Loan for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on 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 of an interest rate or fee hereunder shall as soon as practicable notify the Borrower be conclusive and the affected Lenders of the effective date and the amount of each such change in interest ratebinding for all purposes, absent manifest error. (b) Each determination of an interest rate The parties understand that the Applicable Rate and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Administrative Agent pursuant to Borrowers (the “Borrower Information”). If it is subsequently determined that any provision such Borrower Information was incorrect (for whatever reason, including without limitation because of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence a subsequent restatement of manifest error. The Administrative Agent shall, earnings by a Borrower) at the request of the Borrower or any Lender, deliver time it was delivered to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether and if the Applicable Rate or not currently a Lender hereunder) agrees thatapplicable fees calculated for any period were lower than they should have been had the correct information been timely provided, if then, such Reference Bank is currently providing quotes interest rate and such fees for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the period shall be automatically recalculated using correct Borrower Information. Administrative Agent with shall promptly notify the rate quoted by Borrowers in writing of any additional interest and fees due because of such Reference Bank recalculation, and the Borrowers shall pay such additional interest or fees due to leading banks in Administrative Agent, for the London interbank market two account of each Lender, within five (5) Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration receipt of such Interest Periodwritten notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of Administrative Agent’s, any L/C Issuer’s, or any Lender’s other rights under this Agreement.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; and , except that (i) interest computed by reference to ABR at times when ABR is based on the Base Prime Rate shall be calculated computed on the basis of a 365-day year of 365 days (or 366-day 366 days in a leap year), as the case may be) and shall be payable for the actual number of days elapsed, (ii) interest computed on Loans and Letters of Credit denominated in Pounds Sterling shall be computed on the basis of a year of 365 days, and shall be payable for the actual number of days elapsed and (iii) interest and fees payable in connection with the Brazilian Facility shall be calculated in the manner required by the Brazilian Bank Certificates. The Administrative Agent shall as soon as practicable notify the Company or relevant Subsidiary Borrower and the affected Lenders of each determination of an Adjusted LIBOR a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR, the CDI or the Statutory Reserves Eurocurrency Reserve 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 Company or relevant Subsidiary Borrower and the affected relevant Lenders of the effective date and the amount of each such change in interest raterate (other than any such change in the CDI). (b) Each determination of an interest rate by the Administrative Agent (or, in the case of the CDI, the Brazilian Administrative Agent) pursuant to any provision of this Agreement or any other Loan Document shall be conclusive and binding on the Company, any Subsidiary Borrower and the Lenders in the absence of manifest error. The Administrative Agent (or the Brazilian Administrative Agent, if applicable) shall, at the request of the Borrower Company or any LenderSubsidiary Borrower, deliver to the Borrower Company or such Lender Subsidiary Borrower a statement showing in reasonable detail the calculations quotations used by the Administrative Agent (or the Brazilian Administrative Agent, as the case may be) in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base RateSection 2.17(a). (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) Interest (other than interest based Whenever it is calculated on the Base 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 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the Statutory Reserves 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 Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1subsection 3.4(a), excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate(b) or (d). (c) Upon the request of the Administrative AgentIf any Reference Lender shall for any reason no longer have a Commitment or any Loans, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits Lender shall thereupon cease to leading banks in the London interbank marketbe a Reference Lender, it will promptly (and no later than the Business Day following any such request) supply if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the rate quoted by such Reference Bank to leading banks in Lenders and with the London interbank market two Business Days before the first day consent of the relevant Interest Period for United States Dollar deposits of a duration equal Borrower (which consent shall not be unreasonably withheld)) shall, by notice to the duration Borrower and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such Interest Periodrates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of subsection 3.6, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Interest (other than interest based on the payable hereunder with respect to Alternate Base Rate) Rate Loans shall be calculated on the basis of a 360-day year of 365/6 days for the actual days elapsed; . All other fees, interest and interest based on the Base Rate all other amounts payable hereunder shall be calculated on the basis of a 365-360 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 Company and the affected Lenders of each determination of an Adjusted LIBOR Ratea Eurodollar Rate on the Business Day of the determination thereof. Any change in the interest rate on a Committed Rate Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 Company and the affected 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 Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations and the computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon If any Reference Lender's Commitment shall terminate for any reason whatsoever (otherwise than with termination of all the request of the Administrative AgentCommitments), each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes Lender shall thereupon cease to be a Reference Lender, and if for United States Dollar deposits any reason there shall cease to leading banks in the London interbank marketbe at least two Reference Lenders, it will promptly (and no later than the Business Day following any such request) supply then the Administrative Agent (after consultation with the rate quoted Company and the Lenders) shall, by such notice to the Company and the Lenders, designate another Lender as a Reference Bank Lender (who shall be reasonably acceptable to leading banks in the London interbank market Company) so that there shall at all times be at least two Business Days before Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the first day Administrative Agent when and as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Lenders shall be unable or otherwise fails to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall, subject to the provisions of subsection 2.13, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; and , except that, with respect to Base Rate Loans the rate of interest based on which is calculated on the Base Rate basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, 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 affected relevant Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves Reserve Rate 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 relevant Lenders of the effective date and the amount of each such change in interest rate. Interest shall accrue on each Loan for each day on which it is made or outstanding, except the day on which it is repaid unless it is repaid on the same day that it was made. (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 or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base RateSection 4.5(a). (c) Upon In the request event that any financial statement or compliance certificate delivered pursuant to Sections 7.1 or 7.2 respectively is inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin or Commitment Fee Rate for any period (an “Applicable Period”) than the Applicable Margin or Commitment Fee Rate applied for such Applicable Period respectively, then (i) the Borrower shall promptly deliver to the Administrative Agent a corrected financial statement and a corrected compliance certificate for such Applicable Period, (ii) the Applicable Margin and the Commitment Fee Rate shall be determined based on the corrected compliance certificate for such Applicable Period, and (iii) the Borrower shall promptly pay to the Administrative Agent (for the account of the Lenders and the Issuing Lenders during the Applicable Period or their successors and assigns) the accrued additional interest owing as a result of such increased Applicable Margin and Commitment Fee Rate for such Applicable Period. This Section 4.6(c) shall not limit the rights of the Administrative AgentAgent or the Lenders with respect to Section 4.5(b) and Section 9 hereof, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in and shall survive the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day termination of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Periodthis Agreement.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; , except that interest on ABR Loans (except for ABR computations in respect of clauses (b) and interest based on (c) of the Base definition thereof), Local Rate Loans and Acceptances shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, as the case may be) day year for the actual days elapsedelapsed (or in the case of Local Rate Loans and Acceptances, on such other basis as may be agreed from time to time by the relevant Local Fronting Lender and the relevant Local Borrower to reflect customary practices in the relevant jurisdiction). The Administrative Agent shall as soon as practicable notify the Borrower and the affected relevant Lenders of each determination of an Adjusted LIBOR a Eurocurrency Rate. The Local Fronting Lender shall as soon as practicable notify the relevant Local Borrower of each determination of Local Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. Any change in the interest rate on a Loan resulting from a change in the Local Rate or with respect to Local Loans that are ABR Loans, resulting from a change in ABR, shall become effective as of the opening of business in the jurisdiction of the local lending office of the relevant Local Fronting Lender on the day on which such change shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and the affected 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 or a Local Fronting Lender pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders presumptively correct in the absence of manifest demonstrable error. The Administrative Agent shall, at the request of the Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page Section 2.15(a) and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.Section 2.15

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) 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. The Administrative Agent shall as soon as practicable notify the Borrower Representative and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Term Loan resulting from a change in the Alternate Base Rate or the 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 Representative 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 Borrower Representative or any Lender, deliver to the Borrower Representative or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading lending banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading lending banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) Interest Facility fees, Utilization Fees and interest in respect of ABR Loans based upon clause (other than interest based a) of the definition of ABR shall be calculated on the Base Ratebasis of a 365- (or 366- as the case may be) day year for the actual days elapsed (including the first day and excluding the last day). Interest in respect of Eurodollar Loans, Bid Loans and ABR Loans based upon clause (b) of the definition of ABR shall be calculated on the basis of a 360-day year for the actual days elapsed; elapsed (including the first day and interest based on excluding 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 elapsedlast day). The Administrative Agent shall as soon as practicable promptly notify the Borrower Borrowers and the affected Lenders Banks of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Committed Rate Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves ABR shall become effective as of the opening of business on the day on which such change becomes in the ABR shall become effective. The Administrative Agent shall as soon as practicable promptly notify the Borrower Borrowers and the affected Lenders 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 Borrowers and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any Lendera Borrower, deliver to the such Borrower or such Lender a statement showing in reasonable detail the calculations quotations given by the Reference Banks and the computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon If any Reference Bank’s Commitment shall terminate (otherwise than on termination of all the request of Commitments) or, as the Administrative Agentcase may be, each Reference Bank (whether its Loans are assigned, prepaid or not currently a Lender hereunder) agrees thatrepaid for any reason whatsoever, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in the London interbank marketbe a Reference Bank, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent (after consultation with the rate quoted Banks and with the consent of the Borrowers) shall, by such notice to the Borrowers and the Banks, designate a sufficient number of other Banks as Reference Banks so that there shall at all times be at least three Reference Banks. (d) Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Administrative Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Banks shall be unable or otherwise fails to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base 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 Base 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 an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the 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 Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1subsection 3.1, excluding any Adjusted LIBOR Rate which is based upon the Reuters Monitor Money Rates Service Services page and any ABR Loan which is based upon the Alternate Base Prime Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits in Dollars to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits in Dollars of a duration equal to the duration of such Interest Period. The Borrower agrees to keep confidential the rate quoted by any Reference Bank and provided to it or the Administrative Agent pursuant to this subsection 3.6(c); provided that such rates may be disclosed (i) to the Sponsors, the Investors, the Borrower, any Restricted Subsidiary and to their respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (ii) if the applicable Reference Bank consents to such proposed disclosure (such consent not to be unreasonably withheld) or (iii) to the extent necessary in connection with the exercise of any remedy or enforcement of any rights.

Computation of Interest and Fees. (a) Interest (other than interest payable hereunder with respect to Alternate Base Rate Loans based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Prime Rate shall be calculated on the basis of a 365-year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 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 an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Interest (other than interest payable hereunder with respect to Alternate Base Rate Loans based on the Base RatePrime Rate shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this subsection which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Credit Party Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) The Agent shall give prompt Notice to the applicable Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.04(a)(i), (ii) or (iii). (b) In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loans or CDOR Loans, any Lender (other than interest based on in this context, an “Affected Lender”) determines that (i) adequate and reasonable methods do not exist for ascertaining the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Eurodollar Rate shall be calculated on the basis of a 365-day year (or 366-day yearCDOR, as the case may be, that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loans or CDOR Loans or (ii) for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Eurodollar Rate or CDOR will not adequately reflect the Statutory Reserves cost to such Affected Lender of making, funding or maintaining its Eurodollar Rate Loans or CDOR Loans, during any Interest Period, such Affected Lender shall become effective as forthwith give Notice of the opening of business on the day on such determination (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 applicable Borrower) to the applicable Borrower and the Agent. In the event that the Agent receives such notices from Affected Lenders who collectively comprise the Majority Lenders, the Agent shall forthwith give Notice of such fact to the applicable Borrower and the Lenders, and as a result thereof, (x) any Interest Rate Notice with respect to Eurodollar Rate Loans or CDOR Loans, as the case may be, shall be automatically withdrawn and any Interest Rate Notice shall be deemed a request for a Base Rate Loan, or a Canadian Prime Rate Loan, as applicable to the requested currency, (y) each Eurodollar Rate Loan or CDOR Loan will automatically, on the last day of the then current Interest Period thereof, become a Base Rate Loan, or a Canadian Prime Rate Loan, as applicable to the requested currency, and (z) the obligations of the Lenders to make Eurodollar Rate Loans or CDOR Loans, as the case may be, shall be suspended until the Majority Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent, upon the instruction of the Majority Lenders, shall so notify the applicable Borrower and the Lenders. Each Affected Lender agrees that it shall forthwith give Notice of such fact to the Borrowers and the Agent at such time as the circumstances described in the absence first sentence of manifest error. The Administrative Agent shall, at the request of the Borrower or any Lender, deliver this Section 2.05(b) no longer pertain to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rateit. (c) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans or CDOR Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than US$10,000,000 or Cdn.$10,000,000 (as applicable), such Loans shall automatically Convert into Base Rate Loans or Canadian Prime Rate Loans, as applicable. (d) Upon the request occurrence and during the continuance of any Event of Default (i) each Eurodollar Rate Loan and CDOR Loan will automatically, on the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first last day of the relevant then existing Interest Period therefor, Convert into a Base Rate Loan, or a Canadian Prime Rate Loan, as applicable, to the requested currency and (ii) the obligation of the Lenders to make, or to Convert Loans into, Eurodollar Rate Loans or CDOR Loans, as the case may be, shall be suspended. (e) If, as a result of any restatement of or other adjustment to the financial statements of OpCo or for any other reason, the Borrowers or the Lenders determine that (i) the OpCo Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the OpCo Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Agent for the account of the applicable Lenders or the Issuing Banks, as the case may be, promptly within five (5) Business Days of demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower under the Bankruptcy Code of the United States Dollar deposits of a duration States, automatically and without further action by the Agent, any Lender or any Issuing Bank), an amount equal to the duration excess of the amount of interest and fees that should have been paid for such Interest Periodperiod over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of any Agent, any Lender or any Issuing Bank, as the case may be, under Section 3.03(c)(iii), 3.07(b) or 2.04(c) or under Article 8. The Borrowers’ obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees. (a) Interest (other than interest based on the payable hereunder with respect to Alternate Base Rate) Rate Loans shall be calculated on the basis of a 360-day year of 365/6 days for the actual days elapsed; . All other fees, interest and interest based on the Base Rate all other amounts payable hereunder shall be calculated on the basis of a 365-360 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 Company and the affected Lenders of each determination of an Adjusted LIBOR Ratea Eurodollar Rate on the Business Day of the determination thereof. Any change in the interest rate on a Committed Rate Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 Company and the affected 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 Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations and the computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon If any Reference Lender's Commitment shall terminate for any reason whatsoever (otherwise than with termination of all the request of the Administrative AgentCommitments), each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes Lender shall thereupon cease to be a Reference Lender, and if for United States Dollar deposits any reason there shall cease to leading banks in the London interbank marketbe at least three Reference Lenders, it will promptly (and no later than the Business Day following any such request) supply then the Administrative Agent (after consultation with the rate quoted Company and the Lenders) shall, by such notice to the Company and the Lenders, designate another Lender as a Reference Bank Lender (who shall be reasonably acceptable to leading banks in the London interbank market two Business Days before Company) so that there shall at all times be at least three Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the first day Administrative Agent when and as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Lenders shall be unable or otherwise fails to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall, subject to the provisions of subsection 2.13, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) all Loans shall be calculated computed on the basis of a 360-day year for the actual number of days elapsed; and interest based elapsed over a year of 360 days or, on any date when the Base Rate shall be calculated on ABR is determined by reference to the basis Prime Rate, a year of a 365-365 or 366 days as appropriate (in each case including the first day year (or 366-day year, as but excluding the case may be) for the actual days elapsedlast day). The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the 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 All fees shall be computed on the basis of a year composed of twelve 30-day months. At any time and from time to time upon request of the Borrower or any LenderBorrower, the Administrative Agent shall deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate applicable to U.S. Revolving Credit Loans and/or the Multicurrency Loans pursuant to Subsection 4.1this Agreement. Each change in the Applicable Margin applicable to Loans or the Facility Fee as a result of a change in the Borrower's Status shall become effective on the date upon which such change in Status occurs. (b) If any Reference Lender shall for any reason no longer have a Commitment, excluding any LIBOR Rate which is based upon such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result thereof, there shall only be one Reference Lender remaining, the Reuters Monitor Money Rates Service page Borrower and any ABR Loan which is based upon the Alternate Base RateAdministrative Agent (after consultation with the Lenders) shall, by notice to the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (c) Upon the request Each Reference Lender shall use its best efforts to furnish quotations of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits rates to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate quoted by such Reference Bank of interest shall, subject to leading banks in the London interbank market two Business Days before provisions of subsection 2.12, be determined on the first day basis of the relevant Interest Period for United States Dollar deposits quotations of a duration equal to the duration of such Interest Periodremaining Reference Lenders.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; and , except that, with respect to ABR Loans the rate of interest based on which is calculated on the Base Rate basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, as the case may be) day year for the actual days elapsed. The Administrative Agent All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as soon as practicable notify of the Borrower and the affected Lenders applicable date of each determination of an Adjusted LIBOR Ratedetermination. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base RateSection 2.10(a). (c) Upon The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the request continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative AgentAgent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Bank Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or not currently a Lender hereunder) agrees thatotherwise and whether at law or in equity), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any error or calculation of any such requestrate (or component thereof) supply provided by any such information source or service. (d) In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day use or administration of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest PeriodTerm SOFR.

Computation of Interest and Fees. (a) Interest in respect of Alternate Base Rate Loans shall be calculated on the basis of a (other than interest i) 365-day (or 366-day, as the case may be) year for the actual days elapsed when such Alternate Base Rate Loans are based on the Base Prime Rate, and (ii) a 360-day year for the actual days elapsed when based on the Eurodollar Rate or the Federal Funds Effective Rate. Interest in respect of Eurodollar Loans and CAF Loans 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. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders Banks of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Revolving Credit Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves Applicable Margin or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced, such Applicable Margin changes as provided herein or such change in the Eurocurrency Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders 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 Company and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 2.10. (c) Upon If any Reference Bank’s Commitment shall terminate (otherwise than on termination of all the request of the Administrative AgentCommitments), each Reference Bank (whether or not currently a Lender hereunder) agrees thatits Revolving Credit Loans shall be assigned for any reason whatsoever, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in be a Reference Bank, and if, as a result of the London interbank marketforegoing, it will promptly there shall only be one Reference Bank remaining, then the Agent (and no later than the Business Day following any such request) supply the Administrative Agent after consultation with the rate quoted Company and the Banks) shall, by such notice to the Company and the Banks, designate another Bank as a Reference Bank so that there shall at all times be at least two Reference Banks. (d) Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits Reference Banks shall be unable or otherwise fails to supply such rates to the Agent upon its request, the rate of interest shall be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank. (e) Facility fees shall be computed on the basis of a duration equal to 365-day year for the duration of such Interest Periodactual days elapsed.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; and , except that, (i) with respect to Eurocurrency Loans denominated in Sterling, the interest based on the Base Rate thereon shall be calculated on the basis of a 365-365- day year and (ii) with respect to ABR Loans, the interest thereon shall be calculated on the basis of a 365- (or 366-day year366-, as the case may be) day year for the actual days elapsedelapsed or, in any case where the practice in the relevant market differs, in accordance with that market practice. The Administrative Agent shall as soon as practicable notify the Borrower Representative and the affected relevant Lenders of each determination of an Adjusted LIBOR a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves Eurocurrency 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 affected 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 Borrower or any LenderRepresentative, deliver to the Borrower or such Lender Representative a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base RateSection 2.14(a). (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) Interest (other than interest based Commitment fees, letter of credit commissions and, whenever it is calculated on the Base Ratebasis of the ABR, 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 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the Statutory Reserves 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 Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 2.9(a) or (c). (c) Upon If the request of Reference Lender shall for any reason no longer have a Revolving Credit Commitment or any Loans, the Administrative AgentReference Lender shall thereupon cease to be the Reference Lender, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent (after consultation with the rate quoted Borrower and the Lenders) shall, by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal notice to the duration Borrower and the Lenders, designate another Lender as the Reference Lender. (d) The Reference Lender shall use its best efforts to furnish quotations of such Interest Periodrates to the Administrative Agent as contemplated hereby.

Computation of Interest and Fees. All computations of interest for Base Rate Loans (a) Interest (other than interest based on including Base Rate Loans determined by reference to the Base Eurocurrency Rate) shall be calculated made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year for the and actual days elapsed; and interest based on the Base Rate shall be calculated elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year year), or in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. 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(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or 366-day yearthe L/C Issuer, 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 an Adjusted LIBOR Rate. Any change in the interest rate , promptly on a Loan resulting from a change in the Alternate Base Rate or the 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 demand by the Administrative Agent pursuant to any provision (or, after the occurrence of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence an actual or deemed entry of manifest error. The Administrative Agent shall, at the request of the Borrower or any Lender, deliver an order for relief with respect to the Borrower or such Lender a statement showing in reasonable detail under the calculations used Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent in determining Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon and fees that should have been paid for such period over the Reuters Monitor Money Rates Service page amount of interest and any ABR Loan which is based upon fees actually paid for such period. This paragraph shall not limit the Alternate Base Rate. (c) Upon the request rights of the Administrative Agent, each Reference Bank (whether any Lender or not currently a Lender hereunderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in or 2.08(b) or under Article IX. The Borrower’s obligations under this paragraph shall survive the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day termination of the relevant Interest Period for United States Dollar deposits aggregate Commitments and the repayment of a duration equal to the duration of such Interest Periodall other Obligations hereunder.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base 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 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. The Administrative Agent shall as soon as practicable notify the Borrower Representative and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the 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 Representative 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 Borrower Representative or any Lender, deliver to the Borrower Representative or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading lending banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading lending banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) Interest (other than interest based on Base Rate Loans shall be calculated on the Base Ratebasis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. Interest on Eurodollar Loans, Fixed Rate Loans and all 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. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders Banks of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effectivein the Base Rate is announced. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders Banks of the effective date and the amount of each such change in interest rate. Notwithstanding anything to the contrary in this Agreement, interest paid or becoming due hereunder shall in no event exceed the maximum rate permitted by applicable law. (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 Banks in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 2.13. (c) Upon the request of the Administrative AgentIf any Reference Bank's Commitment shall terminate or all its Loans shall be assigned for any reason whatsoever, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in be a Reference Bank, and if, as a result of the London interbank marketforegoing, it will promptly (and no later than the Business Day following any such request) supply there shall only be one Reference Bank remaining, the Administrative Agent (after consultation with the rate quoted Company and the Banks) shall, by such notice to the Company and the Banks, designate another Bank acceptable to the Company, as a Reference Bank so that there shall at all times be at least two Reference Banks. (d) Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Administrative Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Banks shall be unable or shall otherwise fail to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall, subject to the provisions of subsection 2.15, be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank.

Computation of Interest and Fees. (a) Interest in respect of Alternate Base Rate Loans shall be calculated on the basis of a (other than interest i) 365-day (or 366-day, as the case may be) year for the actual days elapsed when such Alternate Base Rate Loans are based on the Prime Rate, and (ii) a 360-day year for the actual days elapsed when based on the Base CD Rate or the Federal Funds Effective Rate) . Interest in respect of Eurodollar Loans and CAF Loans 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. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders Banks of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Revolving Credit Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves Applicable Margin or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced, such Applicable Margin changes as provided herein or such change in the Eurocurrency Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders 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 Company and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 2.8(a) or (d). (c) Upon If any Reference Bank's Commitment shall terminate (otherwise than on termination of all the request of the Administrative AgentCommitments), each Reference Bank (whether or not currently a Lender hereunder) agrees thatits Revolving Credit Loans shall be assigned for any reason whatsoever, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in be a Reference Bank, and if, as a result of the London interbank marketforegoing, it will promptly there shall only be one Reference Bank remaining, then the Agent (and no later than the Business Day following any such request) supply the Administrative Agent after consultation with the rate quoted Company and the Banks) shall, by such notice to the Company and the Banks, designate another Bank as a Reference Bank so that there shall at all times be at least two Reference Banks. (d) Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits Reference Banks shall be unable or otherwise fails to supply such rates to the Agent upon its request, the rate of interest shall be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank. (e) Facility fees shall be computed on the basis of a duration equal to 365-day year for the duration of such Interest Periodactual days elapsed.

Computation of Interest and Fees. (a) Interest (Unless otherwise indicated in the Administrative Schedule, interest on Loans, fees, interest on overdue interest, and other than interest based on the Base Rate) amounts payable hereunder 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 calculated, on the basis of a 365-day year (or 366-day year, as the case may be) in each case, for the actual days elapsed. The Administrative Specified Agent shall as soon as practicable notify the Specified Borrower and the affected Specified Revolving Credit Lenders or the Specified Term Loan Lenders, as the case may be, of each determination of an Adjusted LIBOR a Eurocurrency Rate. Any change in the interest rate on a Specified Loan resulting from a change in the Alternate Specified Base Rate or the Statutory Reserves Specified Eurocurrency Rate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Specified Agent shall as soon as practicable notify the Specified Borrower and the affected Specified Revolving Credit Lenders or the Specified 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 a Specified Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Specified Borrower and the Specified Lenders and the other parties hereto in the absence of manifest error. The Administrative Specified Agent shall, at the request of the Borrower or any LenderSpecified Borrower, deliver to the Specified Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Specified Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 4.1(a) or (b). (c) Upon If any provision of any Loan Document would oblige any Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of interest at such prohibited rate (as such terms are construed under the request applicable Requirement of the Administrative AgentLaw), each Reference Bank (whether then notwithstanding such provision, such amount or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits rate shall be deemed to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent have been adjusted with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal retroactive effect to the duration maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by that Lender of interest at a criminal rate, such Interest Periodadjustment to be effected, to the extent necessary, as follows: (i) firstly, by reducing the amount or rate of interest required to be paid to the affected Lender under subsection 4.1; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of any applicable Requirement of Law.

Computation of Interest and Fees. (a) Interest (other than interest payable hereunder with respect to any Alternate Base Rate Loan based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Prime Rate shall be calculated on the basis of a 365-year of 365 days (or 366 days, as applicable) for the actual days elapsed. All fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 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 an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Interest (other than interest payable hereunder with respect to Alternate Base Rate Loans based on the Base RatePrime Rate shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this subsection which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Credit Party Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Interest (other than interest payable hereunder with respect to any Alternate Base Rate Loan based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Prime Rate shall be calculated on the basis of a 365-year of 365 days (or 366 days, as applicable) for the actual days elapsed. All fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 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 an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; and , except that (i) interest computed by reference to ABR at times when ABR is based on the Base Prime Rate shall be calculated computed on the basis of a 365-day year of 365 days (or 366-day 366 days in a leap year), as the case may be) and shall be payable for the actual number of days elapsed, (ii) interest computed on Loans and Letters of Credit denominated in Pounds Sterling shall be computed on the basis of a year of 365 days, and shall be payable for the actual number of days elapsed and (iii) interest and fees payable in connection with the Brazilian Facility shall be calculated in the manner required by the Brazilian Bank Certificates. The Administrative Agent shall as soon as practicable notify the Company or relevant Subsidiary Borrower and the affected Lenders of each determination of an Adjusted LIBOR a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR, the CDI or the Statutory Reserves Eurocurrency Reserve 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 Company or relevant Subsidiary Borrower and the affected relevant Lenders of the effective date and the amount of each such change in interest raterate (other than any such change in the CDI). (b) Each determination of an interest rate by the Administrative Agent (or, in the case of the CDI, the Brazilian Administrative Agent) pursuant to any provision of this Agreement or any other Loan Document shall be conclusive and binding on the Company, any Subsidiary Borrower and the Lenders in the absence of manifest error. The Administrative Agent (or the Brazilian Administrative Agent, if applicable) shall, at the request of the Borrower Company or any LenderSubsidiary Borrower, deliver to the Borrower Company or such Lender Subsidiary Borrower a statement showing in reasonable detail the calculations quotations used by the Administrative Agent (or the Brazilian Administrative Agent, as the case may be) in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base RateSection 2.20(a). (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) (i) Interest (other than on Loans the interest based of which is not calculated on the Base Rate) basis of the Prime Rate or the reference rate of the Administrative Agent, as the case may be, shall be calculated on the basis of a 360-day year for the actual days elapsed; , (ii) Commitment Fees and fees payable pursuant to Section 3.3 and interest on ABR Loans, US Base Rate Loans and Canadian Prime Rate Loans the interest of which is calculated based on the Base Prime Rate or such reference rate shall be calculated on the basis of a 365- (or 366-, in the case of a leap year) day year for the actual days elapsed and (iii) Acceptance Fees and interest calculated on the basis of the CDOR Rate shall be calculated on the basis of a 365-365- (or 366-, in the case of a leap year) day year (or 366-day year, as the case may be) for the actual days elapsed. All interest on Loans shall be calculated on a daily basis on the principal amount thereof remaining unpaid. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected relevant Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate or the Discount Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate ABR, the US Base Rate Rate, or the Statutory Reserves Canadian Prime Rate 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 affected 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 shall, in the absence of manifest error, constitute prima facie evidence of the same. The Administrative Agent shall, at the request of the Borrower or any Lendera Borrower, deliver to the such Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate applicable to it pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratehereto. (c) Upon For the request purposes of the Administrative AgentInterest Act (Canada), each Reference Bank (whether in any case in which an interest rate is stated in this Agreement to be calculated on the basis of a year of 360 days or not currently any other period of time that is less than a Lender hereunder) agrees thatcalendar year, if the yearly rate of interest to which the rate determined pursuant to such Reference Bank calculation is currently providing quotes for United States Dollar deposits to leading banks equivalent is the rate so determined multiplied by the actual number of days in the London interbank marketcalendar year for which the calculation is made and divided by either 360 or such other period of time, it will promptly (as the case may be. In addition, the principles of deemed investment of interest do not apply to any interest calculations under this Agreement and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank rates of interest stipulated in this Agreement are intended to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Periodbe nominal rates and not effective rates or yields.

Computation of Interest and Fees. (a) Interest (other than interest payable hereunder with respect to Alternate Base Rate Loans based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Prime Rate shall be calculated on the basis of a 365-year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 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 an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of this Agreement so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Interest (payable hereunder and all other than interest based on the Base Rate) fees and other amounts payable hereunder shall be calculated on the basis of a three hundred sixty (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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted a LIBOR Rate. Any change in Rate on the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves shall become effective as Business Day 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 ratedetermination thereof. (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 or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Note or otherwise, exceed the maximum nonusurious amount permissible under any Requirement of Law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under any Requirement of Law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loan under any Requirement of Law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loan and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loan. The right to demand payment of the Loan or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loan shall, to the extent permitted by any Requirement of Law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loan so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by any Requirement of Law. (d) For the purposes of the Interest PeriodAct (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. (e) Any provision of this Agreement that would oblige a Canadian Credit Party to pay any fine, penalty or rate of interest on any arrears of principal or interest secured by a mortgage on real property or hypothec on immovables that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Canadian Credit Party, which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrears. (f) If any provision of this Agreement would oblige a Canadian Credit Party to make any payment of interest or other amount payable to any Secured Party in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Secured Party of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by that Secured Party of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (i) first, by reducing the amount or rate of interest; and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

Computation of Interest and Fees. (a) Interest (other than interest payable hereunder with respect to Alternate Base Rate Loans based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Prime Rate shall be calculated on the basis of a 365-year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 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 an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) -------------------------------- Eurodollar Rate 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 ABR shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, 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 affected Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves Eurocurrency Reserve 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 Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate.Section 4.1 ----------- (a). --- (c) Upon The fees described in this Agreement and the request Fee Letter represent compensation for services rendered and to be rendered separate and apart from the lending of money or the provision of credit and do not constitute compensation for the use, detention, or forbearance of money, and the obligation of the Administrative AgentBorrower to pay each fee described herein shall be in addition to, each Reference Bank (whether or and not currently a Lender hereunder) agrees thatin lieu of, if such Reference Bank is currently providing quotes for United States Dollar deposits the obligation of the Borrower to leading banks pay interest, other fees described in the London interbank marketLoan Documents, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks expenses otherwise described in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of Loan Documents. Fees shall be payable when due in Dollars and in immediately available funds. All such Interest Periodfees shall be non-refundable.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; and , except that, with respect to ABR Loans the rate of interest based on which is calculated on the Base Rate basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, as the case may be) day year for the actual days elapsed. The Administrative Agent All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as soon as practicable notify of the Borrower and the affected Lenders applicable date of each determination of an Adjusted LIBOR Ratedetermination. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base RateSection 2.16(a). (c) Upon In connection with the request use or administration of the Administrative Agentany Benchmark, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent shall have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes shall become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration use or administration of such Interest PeriodBenchmark.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; and , except that interest computed by reference to ABR at times when ABR is based on the Base Prime Rate shall be calculated computed on the basis of a 365-day year of 365 days (or 366-day 366 days in a leap year), as the case may be) and shall be payable for the actual number of days elapsed. All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable ABR, Adjusted Term SOFR Rate, Term SOFR Rate, Adjusted Daily Simple SOFR Rate or Daily Simple SOFR 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 Company or relevant Subsidiary Borrower and the affected Lenders of each determination of an the Term SOFR Rate and Adjusted LIBOR Term SOFR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 Company or relevant Subsidiary Borrower and the affected 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 Company, or any LenderSubsidiary Borrower, deliver to the Borrower Company or such Lender Subsidiary Borrower a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratethis Section 2.17. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) Interest All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Term SOFR) and for Loans denominated in Alternative Currencies (other than interest based on the Base RateAlternative Currency Loans with respect to EURIBOR) shall be calculated made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed, or, in the case of interest in respect of 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, including those with respect to Daily SOFR Loans and Alternative Currency Loans determined by reference to EURIBOR, shall be made on the basis of a 360-day year for the and actual days elapsed; and interest based on the Base Rate shall be calculated elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year year). 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 2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or 366-day yearother adjustment to the financial statements of Xxxxxxxxx or for any other reason, Xxxxxxxxx or the Lenders determine that (i) the Consolidated Total Leverage Ratio as calculated by Xxxxxxxxx as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Leverage Ratio would have resulted in higher pricing for such period, each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, 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 an Adjusted LIBOR Rate. Any change in the interest rate , promptly on a Loan resulting from a change in the Alternate Base Rate or the 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 demand by the Administrative Agent pursuant (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any provision of this Agreement shall be conclusive and binding on Borrower under the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request Bankruptcy Code of the Borrower or any LenderUnited States, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used automatically and without further action by the Administrative Agent in determining Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon and fees that should have been paid for such period over the Reuters Monitor Money Rates Service page amount of interest and any ABR Loan which is based upon fees actually paid for such period. This clause (b) shall not limit the Alternate Base Rate. (c) Upon the request rights of the Administrative Agent, each Reference Bank any Lender or the L/C Issuer, as the case may be, under Section 2.04(i) or 2.09(b) or under Article VIII. Each Borrower’s obligations under this clause (whether or not currently a Lender hereunderb) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in shall survive the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day termination of the relevant Interest Period for United States Dollar deposits Aggregate Commitments and the repayment of a duration equal to the duration of such Interest Periodall other Obligations hereunder.

Computation of Interest and Fees. (a) Interest (other than interest based on Base Rate Loans shall be calculated on the Base Ratebasis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. Interest on Eurodollar Loans, Fixed Rate Loans and all 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. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders Banks of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effectivein the Base Rate is announced. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders Banks of the effective date and the amount of each such change in interest rate. Notwithstanding anything to the contrary in this Agreement, interest paid or becoming due hereunder shall in no event exceed the maximum rate permitted by applicable law. (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 Banks in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 2.12. (c) Upon the request of the Administrative AgentIf any Reference Bank's Commitment shall terminate or all its Loans shall be assigned for any reason whatsoever, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in be a Reference Bank, and if, as a result of the London interbank marketforegoing, it will promptly (and no later than the Business Day following any such request) supply there shall only be one Reference Bank remaining, the Administrative Agent (after consultation with the rate quoted Company and the Banks) shall, by such notice to the Company and the Banks, designate another Bank acceptable to the Company, as a Reference Bank so that there shall at all times be at least two Reference Banks. (d) Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Administrative Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Banks shall be unable or shall otherwise fail to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall, subject to the provisions of subsection 2.14, be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank.

Computation of Interest and Fees. (a) Interest (other than interest based Whenever it is calculated on the Base 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 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the Statutory Reserves 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 Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 3.4(a) or (c). (c) Upon the request of the Administrative AgentIf any Reference Lender shall for any reason no longer have a Commitment or any Loans, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits Lender shall thereupon cease to leading banks in the London interbank marketbe a Reference Lender, it will promptly (and no later than the Business Day following any such request) supply if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the rate quoted by such Reference Bank to leading banks in Lenders and with the London interbank market two Business Days before the first day consent of the relevant Interest Period for United States Dollar deposits of a duration equal Borrower (which consent shall not be unreasonably withheld)) shall, by notice to the duration Borrower and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such Interest Periodrates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of subsection 3.6, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Interest (other than All interest based on the Base Rate) and fees hereunder shall be calculated computed on the basis of a 360-day year for of 360 days, except that (i) interest computed by reference to the actual days elapsed; and interest ABR at times when the ABR is based on the Base Prime Rate shall be calculated computed on the basis of a 365-day year of 365 days (or 366-day 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 (or 366 days in a leap year), as the and in each case may be) 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 affected Lenders of each determination of an Adjusted LIBOR a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the Statutory Reserves 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 Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1subsections 3.4(a), excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate(b) or (d). (c) Upon the request of the Administrative AgentIf any Reference Lender shall for any reason no longer have a Commitment or any Loans, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits Lender shall thereupon cease to leading banks in the London interbank marketbe a Reference Lender, it will promptly (and no later than the Business Day following any such request) supply if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the rate quoted by such Reference Bank to leading banks in Lenders and with the London interbank market two Business Days before the first day consent of the relevant Interest Period for United States Dollar deposits of a duration equal Borrower (which consent shall not be unreasonably withheld)) shall, by notice to the duration Borrower and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such Interest Periodrates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of subsection 3.6, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto 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. The Administrative Agent shall as soon as practicable promptly notify the Borrower and the affected relevant Lenders of each determination of an Adjusted LIBOR Rateany interest rate hereunder and the effective date thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves Eurocurrency Reserve Requirements shall become effective as of the opening of business on the first day of the Interest Period next succeeding the day on which such change becomes effective. The Borrower also agrees to pay to the Lenders on the last day of such next occurring Interest Period an amount, calculated by the Administrative Agent, intended to compensate such Lender for such change in the Eurocurrency Reserve Requirements for the period from the effective date thereof to the beginning of such next occurring Interest Period (and may include the cost of deferring payment of such amount by the Borrower until the last day of such next occurring Interest Period). The Administrative Agent shall as soon as practicable notify provide the Borrower with a statement of its calculation of such increased cost, reduction in income or additional expense and the affected Lenders of its increased Applicable Margin, which statement shall be prima facie evidence of the effective date and the amount correctness of each such change in interest ratecalculation, absent manifest error. (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 or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) Interest (other than interest payable hereunder with respect to Alternate Base Rate Loans based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Prime Rate shall be calculated on the basis of a 365-year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other interest and fees and all other interest amounts payable hereunder shall be calculated on the basis of a 360 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 an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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. Any change in the interest rate on an Index Rate Loan or Index Rate Swingline Loan resulting from a change in the Index Rate shall become effective as of the opening of business on the day on which such change in the Index Rate shall become 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 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 or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Interest (other than interest payable hereunder with respect to any Alternate Base Rate Loan based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Prime Rate shall be calculated on the basis of a 365-year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other interest and all fees and other amounts payable hereunder shall be calculated on the basis of a 360 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 an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Interest All computations of interest for Base Rate Loans (other than interest based on including Base Rate Loans determined by reference to the Base Eurocurrency Rate) and fees under the Fee Letter shall be calculated made on the basis of a 360year of three hundred sixty-day year for the actual days elapsed; and interest based on the Base Rate shall be calculated on the basis of a five (365) or three hundred sixty-day year six (or 366-day year) days, as the case may be) for the , and actual days elapsed. The Administrative Agent All other computations of fees and interest shall be made on the basis of a three hundred sixty (360) day year and actual days elapsed (which results in more fees or interest, as soon as practicable notify applicable, being paid than if computed on the Borrower and the affected Lenders basis of each determination of an Adjusted LIBOR Rate. Any change a three hundred sixty- five (365) day year), or, in the case of interest rate in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on a each Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 2.13(a), bear interest for one day. The Each determination by the Administrative Agent of an interest rate or fee hereunder shall as soon as practicable notify be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the Borrower and the affected Lenders calculation of the effective date and the amount of each such change applicable interest rate shall be determined in interest rateaccordance with market practice. (b) Each determination If, as a result of an interest rate any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent pursuant to any provision (or, after the occurrence of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence an actual or deemed entry of manifest error. The Administrative Agent shall, at the request of the Borrower or any Lender, deliver an order for relief with respect to the Borrower under the Bankruptcy Code (or such Lender a statement showing any similar provision in reasonable detail the calculations used any other Debtor Relief Laws), automatically and without further action by the Administrative Agent in determining Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon and fees that should have been paid for such period over the Reuters Monitor Money Rates Service page amount of interest and any ABR Loan which is based upon fees actually paid for such period. This paragraph shall not limit the Alternate Base Rate. (c) Upon the request rights of the Administrative Agent, each Reference Bank (whether any Lender or not currently a Lender hereunderany L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in or 2.09(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day termination of the relevant Interest Period for United States Dollar deposits Aggregate Commitments and the repayment of a duration equal to the duration of such Interest Periodall other Obligations hereunder.

Computation of Interest and Fees. (a) Interest (other than All computations of interest based on the Base Rate) and fees shall be calculated made on the basis of a three hundred and sixty (360-) day year for the and actual days elapsed; and , except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Base Prime Rate shall be calculated computed on the basis of a 365-day year of 365 days (or 366-day 366 days in a leap year), as the and in each case may be) shall be payable for the actual number of days elapsedelapsed (including the first day but excluding the last day). The Administrative Agent Interest shall as soon as practicable notify the Borrower and the affected Lenders of accrue on each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 2.09(a), bear interest for one (1) day. The Administrative Each determination by the Facility Agent of an interest rate or fee hereunder shall as soon as practicable notify the Borrower be conclusive and the affected Lenders of the effective date and the amount of each such change in interest ratebinding for all purposes, absent manifest error. (b) Each determination In the event of (i) the payment of any principal of any Loan other than on the last day of the Interest Period for that Loan (including under Section 2.03 or as a result of an Event of Default or otherwise), (ii) the failure to borrow on the date specified in the Borrowing Request or failure to repay or prepay any Loan on any scheduled repayment or prepayment date or (iii) the assignment of any Loan other than on the last day of its Interest Period as a result of a request by the Borrower pursuant to Section 3.06, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to any such event. Such loss, cost or expense to any Lender shall be deemed to include an amount reasonably determined by such Lender to be the excess, if any, of (x) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred for the period from the date of such event to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, for the period that would have been the Interest Period for such Loan) over (y) the amount of interest that would accrue on such principal amount for that period at the interest rate by the Administrative Agent pursuant that such Lender would bid were it 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 shallbid, at the request commencement of the Borrower or any Lenderthat period, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal comparable amount and period from other banks in the eurodollar market. The Borrower shall, upon demand of any Lender (with a copy to the duration of Facility Agent) promptly pay such Interest PeriodLender the amounts due and payable hereunder.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Rate ABR Loans and any other fees 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 an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the 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 Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1subsection 3.1, excluding any Adjusted LIBOR Rate which is based upon the Reuters Monitor Money Rates Service Services page and any ABR Loan which is based upon the Alternate Base Prime Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits in Dollars to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits in Dollars of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) Interest Facility fees and -------------------------------- interest in respect of ABR Loans based upon clause (other than interest based a) of the definition of ABR shall be calculated on the Base Ratebasis of a 365- (or 366- as the case may be) day year for the actual days elapsed (including the first day and excluding the last day). Interest in respect of Eurodollar Loans, Bid Loans and ABR Loans based upon clause (b) of the definition of ABR shall be calculated on the basis of a 360-day year for the actual days elapsed; elapsed (including the first day and interest based on excluding 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 elapsedlast day). The Administrative Agent shall as soon as practicable promptly notify the Borrower Borrowers and the affected Lenders Banks of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Committed Rate Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves ABR shall become effective as of the opening of business on the day on which such change becomes in the ABR shall become effective. The Administrative Agent shall as soon as practicable promptly notify the Borrower Borrowers and the affected Lenders 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 Borrowers and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any Lendera Borrower, deliver to the such Borrower or such Lender a statement showing in reasonable detail the calculations quotations given by the Reference Banks and the computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon If any Reference Bank's Commitment shall terminate (otherwise than on termination of all the request of Commitments) or, as the Administrative Agentcase may be, each Reference Bank (whether its Loans are assigned, prepaid or not currently a Lender hereunder) agrees thatrepaid for any reason whatsoever, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in the London interbank marketbe a Reference Bank, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent (after consultation with the rate quoted Banks and with the consent of the Borrowers) shall, by such notice to the Borrowers and the Banks, designate a sufficient number of other Banks as Reference Banks so that there shall at all times be at least three Reference Banks. (d) Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Administrative Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Banks shall be unable or otherwise fails to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank.

Computation of Interest and Fees. (a) Interest (All fees, interest and all other than interest based on the Base Rate) amounts payable hereunder shall be calculated on the basis of a 360-360 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. The Administrative Agent shall as soon as practicable notify the Borrower Borrowers and the affected Lenders of each determination of an Adjusted a LIBOR Rate. Any change in Rate on the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves shall become effective as Business Day 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 ratedetermination thereof. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Loan 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 or any LenderBorrowers, deliver to the Borrower or such Lender Borrowers a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Borrowers to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrowers are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Loan Agreement, under the Revolving Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Loan Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrowers or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Loan Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) (i) Interest (other than on Loans the interest based of which is not calculated on the Base Rate) basis of the Prime Rate or the reference rate of the Administrative Agent, as the case may be, shall be calculated on the basis of a 360-day year for the actual days elapsed; , (ii) Facility Fees and fees payable pursuant to Section 3.3 and interest on ABR Loans, US Base Rate Loans and Canadian Prime Rate Loans the interest of which is calculated based on the Base Prime Rate or such reference rate shall be calculated on the basis of a 365- (or 366; in the case of a leap year) day year for the actual days elapsed and (iii) Acceptance Fees and interest calculated on the basis of the CDOR Rate shall be calculated on the basis of a 365-day year 365- (or 366-day year, as ; in the case may beof a leap year) day year for the actual days elapsed. All interest on Loans shall be calculated on a daily basis on the principal amount thereof remaining unpaid. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the affected relevant Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate, EURIBOR Rate or the Discount Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate ABR, the US Base Rate Rate, or the Statutory Reserves Canadian Prime Rate 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 affected 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 shall, in the absence of manifest error, constitute prima facie evidence of the same. The Administrative Agent shall, at the request of the Borrower or any Lendera Borrower, deliver to the such Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate applicable to it pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratehereto. (c) Upon For the request purposes of the Administrative AgentInterest Act (Canada), each Reference Bank (whether in any case in which an interest rate is stated in this Agreement to be calculated on the basis of a year of 360 days or not currently any other period of time that is less than a Lender hereunder) agrees thatcalendar year, if the yearly rate of interest to which the rate determined pursuant to such Reference Bank calculation is currently providing quotes for United States Dollar deposits to leading banks equivalent is the rate so determined multiplied by the actual number of days in the London interbank marketcalendar year for which the calculation is made and divided by either 360 or such other period of time, it will promptly (as the case may be. In addition, the principle of deemed investment of interest does not apply to any interest calculations under this Agreement and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank rates of interest stipulated in this Agreement are intended to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Periodbe nominal rates and not effective rates or yields.

Computation of Interest and Fees. (a) Interest in respect of Alternate Base Rate Loans shall be calculated on the basis of a (other than interest i) 365-day (or 366-day, as the case may be) year for the actual days elapsed when such Alternate Base Rate Loans are based on the Prime Rate, and (ii) a 360-day year for the actual days elapsed when based on the Base CD Rate or the Federal Funds Effective Rate) . Interest in respect of Eurodollar Loans and CAF Loans 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. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders Banks of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Revolving Credit Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves Applicable Margin or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced, such Applicable Margin changes as provided herein or such change in the Eurocurrency Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders 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 Company and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 2.8. (c) Upon If any Reference Bank’s Commitment shall terminate (otherwise than on termination of all the request of the Administrative AgentCommitments), each Reference Bank (whether or not currently a Lender hereunder) agrees thatits Revolving Credit Loans shall be assigned for any reason whatsoever, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in be a Reference Bank, and if, as a result of the London interbank marketforegoing, it will promptly there shall only be one Reference Bank remaining, then the Agent (and no later than the Business Day following any such request) supply the Administrative Agent after consultation with the rate quoted Company and the Banks) shall, by such notice to the Company and the Banks, designate another Bank as a Reference Bank so that there shall at all times be at least two Reference Banks. (d) Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits Reference Banks shall be unable or otherwise fails to supply such rates to the Agent upon its request, the rate of interest shall be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank. (e) Facility fees shall be computed on the basis of a duration equal to 365-day year for the duration of such Interest Periodactual days elapsed.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the 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 Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits in Dollars to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits in Dollars of a duration equal to the duration of such Interest Period. The Borrower agrees to keep confidential the rate quoted by any Reference Bank and provided to it or the Administrative Agent pursuant to this Subsection 4.6(c); provided, that such rates may be disclosed to (i) to the Sponsor, CD&R, the Investors, any Parent Entity or IPO Vehicle, the Borrower, any Restricted Subsidiary and to their respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (ii) if the applicable Reference Bank consents to such proposed disclosure (such consent not to be unreasonably withheld) or (iii) to the extent necessary in connection with the exercise of any remedy or enforcement of any rights.

Computation of Interest and Fees. (a) Interest in respect of the Reference Rate Loans and the Swing Line Loans (other than interest based on the Base RateASK Rate Loans) shall be calculated on the basis of a 360-365 (or 366, as the case may be) day year for the actual days elapsed; . Commitment Fees and interest based on the Base in respect of ASK Rate Loans and Eurodollar Loans shall be calculated on the basis of a 365-360 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 an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Reference Rate, the ABR, the ASK Rate or the Statutory Reserves 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 affected 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 or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base RateSection 2.9(a). (c) Upon the request If any Reference Lender’s Commitment shall terminate or all of the Administrative Agentits Loans are assigned to another Person for any reason whatsoever, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes Lender shall thereupon cease to be a Reference Lender. If for United States Dollar deposits any reason there shall cease to leading banks in the London interbank marketbe at least three Reference Lenders, it will promptly (and no later than the Business Day following any such request) supply then the Administrative Agent (with the consent of the Borrower) shall by notice to the Borrower and the Lenders designate another Lender as a Reference Lender so that there shall at all times be at least three Reference Lenders; provided that each Reference Lender must be a Lender. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent as contemplated hereby. If any of the Reference Lenders shall be unable or otherwise fails to supply such rates to the Administrative Agent upon its request, the rate quoted by of interest shall be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender. (e) The Borrower may, not more than once in each calendar year, change one or more of the Reference Lenders in accordance with this Section 2.10(e); provided that each Reference Lender must be a Lender. In order to effect such Reference Bank change, the Borrower shall give notice to leading banks in the London interbank market two Administrative Agent (which shall promptly transmit such notice to each Lender) that, commencing with (x) each Interest Period beginning not less than 10 Business Days before after receipt by the Administrative Agent of such notice with respect to Eurodollar Loans and (y) the first day of the relevant Interest Period for United States Dollar deposits first calendar month beginning not less than 10 Business Days after receipt by the Administrative Agent of a duration equal such notice with respect to Reference Rate Loans, the Reference Lenders shall be changed to the duration of Lenders specified in such Interest Periodnotice.

Computation of Interest and Fees. (a) Interest (other than interest payable hereunder with respect to Alternate Base Rate Loans based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Prime Rate shall be calculated on the basis of a 365-year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 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 an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including, but not limited to, prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Credit Party Obligations), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Interest (other than interest payable hereunder with respect to any Alternate Base Rate Loan based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Prime Rate shall be calculated on the basis of a 365-year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 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 an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this subsection which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under Applicable Law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under Applicable Law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under Applicable Law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by Applicable Law.

Computation of Interest and Fees. (a) Interest Facility fees and interest in respect of ABR Loans based upon clause (other than interest based on a) of the Base Rate) definition of ABR shall be calculated on the basis of a 360-365 (or 366 as the case may be) day year for the actual days elapsed; elapsed (including the first day and interest excluding the last day). Interest in respect of Eurodollar Loans, Bid Loans and ABR Loans based on upon clause (b) of the Base Rate definition of ABR shall be calculated on the basis of a 365-360 day year (or 366-day year, as the case may be) for the actual days elapsedelapsed (including the first day and excluding the last day). The Administrative Agent shall as soon as practicable promptly notify the Borrower Borrowers and the affected Lenders Banks of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Committed Rate Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves ABR shall become effective as of the opening of business on the day on which such change becomes in the ABR shall become effective. The Administrative Agent shall as soon as practicable promptly notify the Borrower Borrowers and the affected Lenders 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 Borrowers and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any Lendera Borrower, deliver to the such Borrower or such Lender a statement showing in reasonable detail the calculations quotations given by the Reference Banks and the computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon If any Reference Bank's Commitment shall terminate (otherwise than on termination of all the request of Commitments) or, as the Administrative Agentcase may be, each Reference Bank (whether its Loans are assigned, prepaid or not currently a Lender hereunder) agrees thatrepaid for any reason whatsoever, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in the London interbank marketbe a Reference Bank, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent (after consultation with the rate quoted Banks and with the consent of the Borrowers) shall, by such notice to the Borrowers and the Banks, designate a sufficient number of other Banks as Reference Banks so that there shall at all times be at least three Reference Banks. (d) Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Administrative Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Banks shall be unable or otherwise fails to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank.

Computation of Interest and Fees. (a) Interest (other than interest based on the payable hereunder with respect to Alternate Base Rate) Rate Loans shall be calculated on the basis of a 360-day year of 365/6 days for the actual days elapsed; . All other fees, interest and interest based on the Base Rate all other amounts payable hereunder shall be calculated on the basis of a 365-360 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 Company and the affected Lenders of each determination of an Adjusted LIBOR Ratea Eurodollar Rate on the Business Day of the determination thereof. Any change in the interest rate on a Committed Rate Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 Company and the affected 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 Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations and the computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon If any Reference Lender’s Commitment shall terminate for any reason whatsoever (otherwise than with termination of all the request of the Administrative AgentCommitments), each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes Lender shall thereupon cease to be a Reference Lender, and if for United States Dollar deposits any reason there shall cease to leading banks in the London interbank marketbe at least two Reference Lenders, it will promptly (and no later than the Business Day following any such request) supply then the Administrative Agent (after consultation with the rate quoted Company and the Lenders) shall, by such notice to the Company and the Lenders, designate another Lender as a Reference Bank Lender (who shall be reasonably acceptable to leading banks in the London interbank market Company) so that there shall at all times be at least two Business Days before Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the first day Administrative Agent when and as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Lenders shall be unable or otherwise fails to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall, subject to the provisions of subsection 2.13, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Interest (other than Facility fees and interest based on the Base Rate) shall be calculated on the basis of a 360-365- (or 366-, as the case may be) 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Prime Rate or the 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 the Prime Rate. The rates of interest ratespecified 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 Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders Lender in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 4.1(a). (c) Upon the request of the Administrative AgentIf any Reference Lender shall for any reason no longer have a Commitment or any Revolving Credit Loans, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits Lender shall thereupon cease to leading banks in be a Reference Lender, and if, as a result, there shall only be one Schedule I Reference Lender or Schedule II Reference Lender (as the London interbank marketcase may be) remaining, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent (after consultation with the rate quoted Borrower and the Schedule I Lenders or the Schedule II Lenders, as applicable) shall, by such notice to the Borrower and the Lenders, designate another Schedule I Lender or Schedule II Lender, as applicable, as a Schedule I Reference Bank Lender or a Schedule II Reference Lender, as applicable, so that there shall at all times be at least two Schedule I Reference Lenders and two Schedule II Reference Lenders. (d) Each Reference Lender shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Administrative Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Lenders shall be unable or shall otherwise fail to supply such rates to the duration Administrative Agent upon its request, the rate of interest shall be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender, as applicable. (e) For the purposes of the Interest Act (Canada), whenever interest payable pursuant to this Agreement is calculated on the basis of period other than a calendar year (the "Interest Period"), each rate of interest determined hereunder to be applicable to the calculation of interest accruing during such Interest Period, expressed as an annual rate, is the rate as so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days in the Interest Period.

Computation of Interest and Fees. (a) Interest (other than interest payable hereunder with respect to Alternate Base Rate Loans based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Prime Rate shall be calculated on the basis of a 365-year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 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 an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 Borrower or any LenderParent Borrower, deliver to the Parent Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Borrowers to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrowers are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrowers or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Eurodollar Rate) , the Eurocurrency Rate or a Money Market Rate shall be calculated on the basis of a 360-day year for the actual days elapsed; and facility fees and interest (other than interest based on upon the Base Eurodollar Rate or the Eurocurrency Rate) shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the U.S. Borrower and the affected Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate or a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or a change in the Statutory Reserves Prime Rate 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 U.S. Borrower and the affected Lenders of the effective date and the amount of each such change in interest ratethe Alternate Base 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 Borrower or any Lendera Borrower, deliver to the such Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 7.1(a). (ci) Upon the request of the Administrative AgentIf any Reference Lender shall for any reason no longer have a Revolving Credit Commitment or any Revolving Credit Loans, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits Lender shall thereupon cease to leading banks in the London interbank marketbe a Reference Lender, it will promptly (and no later than the Business Day following any such request) supply if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the rate quoted U.S. Borrower and the Lenders) shall, by such notice to the U.S. Borrower and the Lenders, designate another Lender as a Reference Bank Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Administrative Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Lenders shall be unable or shall otherwise fail to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall, subject to the provisions of subsection 7.7, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender, as applicable.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; and , except that, with respect to (i) ABR Loans or Canadian Prime Rate Loans the rate of interest based on which is calculated on the Base basis of the Prime Rate or the Canadian 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 (ii) Loans denominated in Pounds Sterling or Canadian Dollars, the interest thereon 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 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 affected relevant Lenders of each determination of an Adjusted LIBOR a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves Canadian Prime Rate 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 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 Borrower or any LenderParent Borrower, deliver to the Parent Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base RateSection 2.15(a). (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) Interest (other than interest based Whenever it is calculated on the Base 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 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected relevant Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves Eurocurrency Reserve 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 relevant Lenders of the effective date and the amount of each such change in interest raterate and provide reasonable detail describing the basis for such change. (b) In the event that any Lender shall determine at any time that such Lender is required to maintain reserves in respect of Eurocurrency Liabilities during any period during which any Loan made by it accrues interest at the Eurodollar Rate (each such period, for such Lender, a "Eurocurrency Reserve Period"), but only in respect of any period during which any reserve shall actually be maintained by such Lender for any Eurodollar Loan as a result of a reserve requirement applicable to it under Regulation D of the Board in connection with Eurocurrency Liabilities, then such Lender shall promptly give notice to the Borrower and the Administrative Agent of such determination, and the Borrower shall directly pay to such Lender additional interest on the unpaid principal amount of such Eurodollar Loan during such Eurocurrency Reserve Period by a rate per annum which shall, during each Interest Period applicable to such Loan, be the amount by which (x) the Eurodollar Rate for such Interest Period divided (and rounded upward to the next whole multiple of 1/100 of 1%) by a percentage equal to 100% minus the then stated maximum Eurocurrency Reserve Requirement applicable to such Lender in respect of Eurocurrency Liabilities exceeds (y) the Eurodollar Rate for such Interest Period. Each Lender so requesting compensation shall furnish along with such notice a certificate setting forth in reasonable detail the cost actually incurred to maintain such reserves and the basis for the determination of such amount, provided that the Borrower shall not be obligated to compensate such Lender for the amount of such increased cost incurred with respect to a period of time prior to the date which is 90 days before the date on which such Lender first notifies the Borrower that it intends to claim such compensation or that an event has occurred which will entitle it to such compensation. Additional interest payable pursuant to the second preceding sentence shall be paid by the Borrower at the time that it is otherwise required to pay interest in respect of such Loan or, if later demanded by such Lender, promptly on demand. Such Lender agrees that, if it gives notice to the Borrower and the Administrative Agent of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Borrower and the Administrative Agent of any termination thereof, at which time the Borrower shall cease to be obligated to pay additional interest to such Lender pursuant to the first sentence of this paragraph until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur. (c) 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 applicable Lenders in the absence of manifest error. The Administrative Agent A Lender shall, at the request of the Borrower or any Lenderthe Administrative Agent, deliver to the Borrower or such Lender the Administrative Agent a statement showing in reasonable detail the calculations quotations used by the Administrative Agent such Lender in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base RateSection 2.11(a) or (b). (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) all Loans shall be calculated computed on the basis of a 360-day year for the actual number of days elapsed; and interest based elapsed over a year of 360 days or, on any date when the Base Rate shall be calculated on ABR is determined by reference to the basis Prime Rate, a year of a 365-365 or 366 days as appropriate (in each case including the first day year (or 366-day year, as but excluding the case may be) for the actual days elapsedlast day). The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the 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 All fees shall be computed on the basis of a year composed of twelve 30-day months. At any time and from time to time upon request of the Borrower or any LenderBorrower, the Administrative Agent shall deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate applicable to Revolving Credit Loans pursuant to Subsection 4.1this Agreement. Each change in the Applicable Margin applicable to Loans or the Facility Fee as a result of a change in the Borrower’s Status shall become effective on the date upon which such change in Status occurs. (b) If any Reference Lender shall for any reason no longer have a Commitment, excluding any LIBOR Rate which is based upon such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result thereof, there shall only be one Reference Lender remaining, the Reuters Monitor Money Rates Service page Borrower and any ABR Loan which is based upon the Alternate Base RateAdministrative Agent (after consultation with the Lenders) shall, by notice to the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (c) Upon the request Each Reference Lender shall use its best efforts to furnish quotations of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits rates to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate quoted by such Reference Bank of interest shall, subject to leading banks in the London interbank market two Business Days before provisions of subsection 2.12, be determined on the first day basis of the relevant Interest Period for United States Dollar deposits quotations of a duration equal to the duration of such Interest Periodremaining Reference Lenders.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; and , except that, with respect to ABR Loans the rate of interest based on which is calculated on the Base basis of the Prime Rate and Loans denominated in Pounds Sterling, the interest thereon shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected relevant Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate or a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves Eurocurrency Reserve 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 Company and the affected 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 Borrower or any Lendera Borrower, deliver to the such Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base RateSection 5.1(a). (ci) Upon the request of the Administrative AgentIf any Multicurrency Reference Lender shall for any reason no longer have a Revolving Commitment or any Multicurrency Loans, each such Multicurrency Reference Bank (whether or not currently Lender shall thereupon cease to be a Multicurrency Reference Lender, and if, as a result, there shall only be one Multicurrency Reference Lender hereunder) agrees thatremaining, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent (after consultation with the rate quoted Company and the Revolving Lenders) shall, by such notice to the Company and the Lenders, designate another Revolving Lender as a Multicurrency Reference Bank Lender so that there shall at all times be at least two Multicurrency Reference Lenders. (ii) Each Multicurrency Reference Lender shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Administrative Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Multicurrency Reference Lenders shall be unable or shall otherwise fail to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall, subject to the provisions of Section 5.3, be determined on the basis of the quotations of the remaining applicable Multicurrency Reference Lenders or Multicurrency Reference Lender, as applicable.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base 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 Base 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 an Adjusted LIBOR RateRateTerm SOFR. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves Reservescommencement of an Interest Period shall become effective as of the opening of business on the day on which such change becomes effectiveeffective or such Interest Period commences. 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 Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1subsection 3.1, excluding any calculation of Adjusted LIBOR Rate RateTerm SOFR which is based upon the Reuters Monitor Money Rates Service page Services pageTerm SOFR Reference Rate and any ABR Loan which is based upon the Alternate Base Prime Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits in Dollars to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits in Dollars of a duration equal to the duration of such Interest Period. The Borrower agrees to keep confidential the rate quoted by any Reference Bank and provided to it or the Administrative Agent pursuant to this subsection 3.6(c); provided that such rates may be disclosed (i) to the Sponsors, the Investors, the Borrower, any Restricted Subsidiary and to their respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (ii) if the applicable Reference Bank consents to such proposed disclosure (such consent not to be unreasonably withheld) or (iii) to the extent necessary in connection with the exercise of any remedy or enforcement of any rights.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) Loans, commitment fees, Participation Fees and fronting fees shall be calculated on the basis of a 360-day year for the actual number of days elapsed; and interest based elapsed over a year of 360 days or, on any date when the Alternate Base Rate shall be calculated on is determined by reference to the basis Prime Rate, a year of a 365-day year (365 or 366-day year366 days, 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 an Adjusted LIBOR Rateappropriate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves Eurocurrency Reserve 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 in the Borrower and the affected Lenders of the effective date and the amount of each Alternate Base Rate is announced or such change in interest ratethe Eurocurrency Reserve Requirements becomes effective, as the case may be. (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 Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative AgentIf any Reference Lender's Revolving Credit Commitment shall terminate or all its Loans shall be assigned for any reason whatsoever, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits Lender shall thereupon cease to leading banks in the London interbank marketbe a Reference Lender, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent (after consultation with the rate quoted Company and the Lenders) shall, by such notice to the Company and the Lenders, designate another Lender as a Reference Bank Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Administrative Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Lenders shall be unable or shall otherwise fail to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall, subject to the provisions of Section 2.13, be determined on the basis of the quotations of the remaining Reference Lender.

Computation of Interest and Fees. (a) Interest (All fees, interest and all other than interest based on the Base Rate) amounts payable hereunder shall be calculated on the basis of a 360-360 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted a Fixed LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Floating LIBOR Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes in the Floating LIBOR Rate shall become 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 change. If any payment on a Fixed LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in interest ratewhich event such payment shall be made on the immediately preceding Business Day. (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 and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Eurodollar Rate, the Eurocurrency Rate or (when it is based on the Federal Funds Effective Rate) the Base Rate shall be calculated on the basis of a 360-day year for the actual days elapsed; and facility fees and interest based on the Base Rate (other than as specified above) shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate or a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or a change in the Statutory Reserves Prime Rate shall become effective as of the opening of business on the day on which such change becomes effectiveeffective provided that such change becomes effective prior to 5:00 p.m., New York City time, on such day. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders of the effective date and the amount of each such change in interest ratethe Base 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 a Borrower or any Lender, deliver to the such 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, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 6.1(a) or (c). (ci) Upon the request of the Administrative AgentIf any Domestic Reference Lender shall for any reason no longer have a Revolving Credit Commitment or any Revolving Credit Loans, each such Domestic Reference Bank (whether or not currently Lender shall thereupon cease to be a Domestic Reference Lender, and if, as a result, there shall only be one Domestic Reference Lender hereunder) agrees thatremaining, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent (after consultation with the rate quoted Company and the Lenders) shall, by notice to the Company and the Lenders, designate another Lender as a Domestic Reference Lender so that there shall at all times be at least two Domestic Reference Lenders. (ii) If any Multicurrency Reference Lender shall for any reason no longer have a Multicurrency Commitment or any Multicurrency Loans, such Multicurrency Reference Bank Lender shall thereupon cease to leading banks in be a Multicurrency Reference Lender, and if, as a result, there shall only be one Multicurrency Reference Lender remaining, the London interbank market Administrative Agent (after consultation with the Company and the Lenders) shall, by notice to the Company and the Lenders, designate another Multicurrency Lender as a Multicurrency Reference Lender so that there shall at all times be at least two Business Days before Multicurrency Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the first day Administrative Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Lenders shall be unable or shall otherwise fail to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall, subject to the provisions of subsection 6.7, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender, as applicable.

Computation of Interest and Fees. (a) Interest (other than interest payable hereunder with respect to any Alternate Base Rate Loan based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Prime Rate shall be calculated on the basis of a 365-year of 365 days (or 366 days, as applicable) for the actual days elapsed. All fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 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 an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, 60 be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Interest in respect of Alternate Base Rate Loans shall be calculated on the basis of a (other than interest i) 365-day (or 366-day, as the case may be) year for the actual days elapsed when such Alternate Base Rate Loans are based on the Prime Rate, and (ii) a 360-day year for the actual days elapsed when based on the Base CD Rate or the Federal Funds Effective Rate) . Interest in respect of Eurodollar Loans 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. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders Banks of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Revolving Credit Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves Applicable Margin or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced, such Applicable Margin changes as provided herein or such change in or the Eurocurrency Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders 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 Company and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 2.7(a) or (c). (c) Upon If any Reference Bank's Commitment shall terminate (otherwise than on termination of all the request of the Administrative AgentCommitments), each Reference Bank (whether or not currently a Lender hereunder) agrees thatits Revolving Credit Loans shall be assigned for any reason whatsoever, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in be a Reference Bank, and if, as a result of the London interbank marketforegoing, it will promptly there shall only be one Reference Bank remaining, then the Agent (and no later than the Business Day following any such request) supply the Administrative Agent after consultation with the rate quoted Company and the Banks) shall, by such notice to the Company and the Banks, designate another Bank as a Reference Bank so that there shall at all times be at least two Reference Banks. (d) Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits Reference Banks shall be unable or otherwise fails to supply such rates to the Agent upon its request, the rate of interest shall be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank. (e) Facility fees shall be computed on the basis of a duration equal to 365-day year for the duration of such Interest Periodactual days elapsed.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; and , except that, with respect to (i) ABR Loans the rate of interest based on which is calculated on the Base Rate 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 (ii) Multicurrency Revolving Loans denominated in Pounds Sterling, interest 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 Borrower, the relevant Foreign Subsidiary Borrower, if applicable, and the affected Lenders of each determination of an Adjusted LIBOR a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves Eurocurrency Reserve 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 relevant Foreign Subsidiary Borrower, if applicable, and the affected 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 relevant Foreign Subsidiary Borrower, if applicable, and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any Lender, the relevant Foreign Subsidiary Borrower deliver to the Borrower or such Lender the relevant Foreign Subsidiary Borrower, as applicable, a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base RateSection 2.15. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) Interest (Commitment and all other than interest based fees and, whenever it is calculated on the Base 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 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves Eurocurrency Reserve 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 Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Eurodollar Rate. (c) Upon If at any time any Reference Lender's Commitment shall terminate (other than on termination of all the request Commitments), such Reference Lender shall thereupon cease to be a Reference Lender and, if as a result of the Administrative foregoing, there shall only be one Reference Lender remaining, then the Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent after consultation with the Borrower and the Lenders, shall, by notice to the Borrower and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its reasonable best efforts to furnish quotations of rates to the Agent as contemplated hereby. If any Reference Lender shall be unable or otherwise fails to supply such rates to the Agent upon its request, the rate quoted by such Reference Bank to leading banks in of interest shall be determined on the London interbank market two Business Days before the first day basis of the relevant Interest Period for United States Dollar deposits quotations of a duration equal to the duration of such Interest Periodremaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Interest (other than payable hereunder with respect to Alternate Base Rate Loans which bear interest based on at the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Prime Rate shall be calculated on the basis of a 365-year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 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 an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Interest (other than interest payable hereunder with respect to Alternate Base Rate Loans based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Prime Rate shall be calculated on the basis of a 365-year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 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 an Adjusted a LIBOR RateRate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves 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 affected 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 or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate:rate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such Interest Perioddemand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Computation of Interest and Fees. (a) Interest (Facility fees and, other than interest based when calculated on the Base basis of the Prime Rate) , interest shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based and, when calculated on the Base Rate basis of the Prime Rate, interest shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, as the case may be) day year for the actual days elapsed; PROVIDED that interest on all Eurocurrency Loans denominated in Belgian francs or British pounds sterling ("Euro sterling") shall be calculated on the basis of a 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 relevant Borrower and the affected Lenders of each determination of an Adjusted LIBOR a Eurocurrency Rate. Any change in the interest rate on a Loan or the Applicable Facility Fee Rate resulting from a change in (i) the Alternate Base Rate ABR or the Statutory Reserves Eurocurrency Reserve 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 Company and its Subsidiaries shall become effective as of the opening of business on the date upon which the Administrative Agent receives the financial statements required to be delivered pursuant to subsection 13.1 which evidence such change in the Leverage Ratio. The Administrative Agent shall as soon as practicable notify the relevant 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 Borrower or any LenderBorrower, deliver to the such Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate subsection 10.9(a) which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal applicable to the duration Loans of such Interest PeriodBorrower and, with respect to Loans made to French Borrowers or in French Francs, the overall interest rate ("taux effectif global") applicable to such Loans.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) all Loans shall be calculated computed on the basis of a 360-day year for the actual number of days elapsed; and interest based on elapsed over a year of 360 days or, in the case of Base Rate shall be calculated on Loans, a year of 365 or 366 days as appropriate (in each case including the basis of a 365-first day year (or 366-day year, as but excluding the case may be) for the actual days elapsedlast day). The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the 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 Company and the Lenders in the absence of manifest error. All fees shall be computed on the basis of a year composed of twelve 30-day months. The Administrative Agent shall, at the any time and from time to time upon request of the Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate applicable to the Loans pursuant to Subsection 4.1this Agreement. (b) If any Reference Lender shall for any reason no longer have a Commitment or a Loan outstanding, excluding any LIBOR Rate which is based upon such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result thereof, there shall only be one Reference Lender remaining, the Reuters Monitor Money Rates Service page Company and any ABR Loan which is based upon the Alternate Base RateAgent (after consultation with the Lenders) shall, by notice to the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (c) Upon Each Reference Lender shall use its best efforts to furnish quotations of rates to the request Agent as contemplated hereby. If any of the Administrative AgentReference Lenders shall be unable or shall otherwise fail to supply such rates to the Agent upon its request, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank of interest shall, subject to leading banks in the London interbank market two Business Days before provisions of subsection 2.11, be determined on the first day basis of the relevant Interest Period for United States Dollar deposits quotations of a duration equal to the duration of such Interest Periodremaining Reference Lenders.

Computation of Interest and Fees. (a) 61. Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; , except that interest on ABR Loans (except for ABR computations in respect of clauses (b) and interest based on (c) of the Base definition thereof), Local Rate Loans and Acceptances shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, as the case may be) day year for the actual days elapsedelapsed (or in the case of Local Rate Loans and Acceptances, on such other basis as may be agreed from time to time by the relevant Local Fronting Lender and the relevant Local Borrower to reflect customary practices in the relevant jurisdiction). The Administrative Agent shall as soon as practicable notify the Borrower and the affected relevant Lenders of each determination of an Adjusted LIBOR a Eurocurrency Rate. The Local Fronting Lender shall as soon as practicable notify the relevant Local Borrower of each determination of Local Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. Any change in the interest rate on a Loan resulting from a change in the Local Rate or with respect to Local Loans that are ABR Loans, resulting from a change in ABR, shall become effective as of the opening of business in the jurisdiction of the local lending office of the relevant Local Fronting Lender on the day on which such change shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and the affected relevant Lenders of the effective date and the amount of each such change in interest rate. (b) 62. Each determination of an interest rate by the Administrative Agent or a Local Fronting Lender pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders presumptively correct in the absence of manifest demonstrable error. The Administrative Agent shall, at the request of the Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page Section 2.15(a) and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.Section 2.15

Computation of Interest and Fees. (a) Interest (other than interest based on Base Rate Loans and Swing Line Loans shall be calculated on the Base Ratebasis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. Interest on Eurodollar Loans, Fixed Rate Loans and all 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. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders Banks of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effectivein the Base Rate is announced. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders Banks of the effective date and the amount of each such change in interest rate. Notwithstanding anything to the contrary in this Agreement, interest paid or becoming due hereunder shall in no event exceed the maximum rate permitted by applicable law. (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 Banks in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 2.13. (c) Upon the request of the Administrative AgentIf any Reference Bank's Commitment shall terminate or all its Loans shall be assigned for any reason whatsoever, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in be a Reference Bank, and if, as a result of the London interbank marketforegoing, it will promptly (and no later than the Business Day following any such request) supply there shall only be one Reference Bank remaining, the Administrative Agent (after consultation with the rate quoted Company and the Banks) shall, by such notice to the Company and the Banks, designate another Bank acceptable to the Company, as a Reference Bank so that there shall at all times be at least two Reference Banks. (d) Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Administrative Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Banks shall be unable or shall otherwise fail to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall, subject to the provisions of subsection 2.15, be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; , except that interest on ABR Loans (except for ABR computations in respect of clauses (b) and interest based on (c) of the Base definition thereof), Local Rate Loans and Acceptances shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, as the case may be) day year for the actual days elapsedelapsed (or in the case of Local Rate Loans and Acceptances, on such other basis as may be agreed from time to time by the relevant Local Fronting Lender and the relevant Local Borrower to reflect customary practices in the relevant jurisdiction). The Administrative Agent shall as soon as practicable notify the Borrower and the affected relevant Lenders of each determination of an Adjusted LIBOR a Eurocurrency Rate. The Local Fronting Lender shall as soon as practicable notify the relevant Local Borrower of each determination of Local Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. Any change in the interest rate on a Loan resulting from a change in the Local Rate or with respect to Local Loans that are ABR Loans, resulting from a change in ABR, shall become effective as of the opening of business in the jurisdiction of the local lending office of the relevant Local Fronting Lender on the day on which such change shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and the affected 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 or a Local Fronting Lender pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders presumptively correct in the absence of manifest demonstrable error. The Administrative Agent shall, at the request of the Borrower or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1Section 2.15(a) and Section 2.15(b)(i). The applicable Local Fronting Lender shall, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon at the request of the Administrative Agentrelevant Local Borrower, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal deliver to the duration of such Interest PeriodLocal Borrower a statement showing the quotation used by the Local Fronting Lender in determining any interest rate pursuant to Section 2.15(b)(ii).

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) all Loans shall be calculated computed on the basis of a 360-day year for the actual number of days elapsed; and interest based elapsed over a year of 360 days or, on any date when the Base Rate shall be calculated on ABR is determined by reference to the basis Prime Rate, a year of a 365-365 or 366 days as appropriate (in each case including the first day year (or 366-day year, as but excluding the case may be) for the actual days elapsedlast day). The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the 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 All fees shall be computed on the basis of a year composed of twelve 30-day months. At any time and from time to time upon request of the Borrower or any LenderBorrower, the Administrative Agent shall deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate applicable to U.S. Revolving Credit Loans and/or the Multicurrency Loans pursuant to Subsection 4.1, excluding any LIBOR Rate this Agreement. Each change in the Applicable Margin applicable to Loans or the Facility Fee as a result of a change in the Borrower's Status shall become effective on the date upon which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesuch change in Status occurs. (ca) Upon the request of the Administrative AgentIf any Reference Lender shall for any reason no longer have a Commitment, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits Lender shall thereupon cease to leading banks in be a Reference Lender, and if, as a result thereof, there shall only be one Reference Lender remaining, the London interbank market, it will promptly (Borrower and no later than the Business Day following any such request) supply the Administrative Agent (after consultation with the rate quoted Lenders) shall, by such notice to the Lenders, designate another Lender as a Reference Bank Lender so that there shall at all times be at least two Reference Lenders. (b) Each Reference Lender shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Administrative Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Lenders shall be unable or shall otherwise fail to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall, subject to the provisions of subsection 2.12, be determined on the basis of the quotations of the remaining Reference Lenders.

Computation of Interest and Fees. (a) Interest Facility fees and interest in respect of ABR Loans based upon clause (other than interest based on a) of the Base Rate) definition of ABR shall be calculated on the basis of a 360-365 (or 366 as the case may be) day year for the actual days elapsed; elapsed (including the first day and interest excluding the last day). Interest in respect of Eurodollar Loans, C/D Rate Loans, Bid Loans and ABR Loans based on upon clause (b) of the Base Rate definition of ABR shall be calculated on the basis of a 365-360 day year (or 366-day year, as the case may be) for the actual days elapsedelapsed (including the first day and excluding the last day). The Administrative Agent shall as soon as practicable promptly notify the Borrower Borrowers and the affected Lenders Banks of each determination of an Adjusted LIBOR a Eurodollar Rate and of a C/D Rate. Any change in the interest rate on a Committed Rate Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves ABR shall become effective as of the opening of business on the day on which such change becomes in the ABR shall become effective. The Administrative Agent shall as soon as practicable promptly notify the Borrower Borrowers and the affected Lenders 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 Borrowers and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate.of (c) Upon If any Reference Bank's Commitment shall terminate (otherwise than on termination of all the request of Commitments) or, as the Administrative Agentcase may be, each Reference Bank (whether its Loans are assigned, prepaid or not currently a Lender hereunder) agrees thatrepaid for any reason whatsoever, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in the London interbank marketbe a Reference Bank, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent (after consultation with the rate quoted Banks and with the consent of the Borrowers) shall, by such notice to the Borrowers and the Banks, designate a sufficient number of other Banks as Reference Banks so that there shall at all times be at least three Reference Banks. (d) Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Administrative Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Banks shall be unable or otherwise fails to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank.

Computation of Interest and Fees. Interest in respect of Alternate Base Rate Loans shall be calculated on the basis of a (ai) Interest 365-day (other than interest or 366-day, as the case may be) year for the actual days elapsed when such Alternate Base Rate Loans are based on the Prime Rate, and (ii) a 360-day year for the actual days elapsed when based on the Base CD Rate or the Federal Funds Effective Rate) . Interest in respect of Eurodollar Loans and CAF Loans 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. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders Banks of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Revolving Credit Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves Applicable Margin or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced, such Applicable Margin changes as provided herein or such change in the Eurocurrency Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders Banks of the effective date and the amount of each such change in interest rate. (b) change. 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 Banks in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1subsection 2.8. If any Reference Bank's Commitment shall terminate (otherwise than on termination of all the Commitments), excluding or its Revolving Credit Loans shall be assigned for any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agentreason whatsoever, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in be a Reference Bank, and if, as a result of the London interbank marketforegoing, it will promptly there shall only be one Reference Bank remaining, then the Agent (and no later than the Business Day following any such request) supply the Administrative Agent after consultation with the rate quoted Company and the Banks) shall, by such notice to the Company and the Banks, designate another Bank as a Reference Bank so that there shall at all times be at least two Reference Banks. Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits Reference Banks shall be unable or otherwise fails to supply such rates to the Agent upon its request, the rate of interest shall be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank. Facility fees shall be computed on the basis of a duration equal to 365-day year for the duration of such Interest Periodactual days elapsed.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees hereunder shall be calculated computed on the basis of a 360-day year of 360 days and for the actual days elapsed; and interest based on the Base Rate shall be calculated on the basis number of a 365-day year (or 366-day year, as the case may be) for the actual days elapsed. The Administrative Agent If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the Interest Rate for Domestic Rate Loans during such extension.” (l) Section 3.7(a) is amended to read as soon as practicable notify follows: (a) In the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any event that any change in the interest rate on a Loan resulting from a change applicable law, treaty or governmental regulation or in the Alternate Base Rate interpretation or the 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. application thereof, or compliance by any Lender (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision for purposes of this Agreement Section 3.7, the term “Lender” shall be conclusive include Agent or any Lender and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative any corporation or bank controlling Agent shall, at the request of the Borrower or any Lender, deliver to ) and the Borrower office or such branch where Agent or any Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining (as so defined) makes or maintains any interest rate pursuant to Subsection 4.1, excluding Eurodollar Rate Loans with any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank or directive (whether or not currently a having the force of law) from any central bank or other financial, monetary or other authority, shall.” (m) The first sentence of Section 3.8(a) is amended to read as follows: (a) In the event that Agent or any Lender hereunder) agrees thatshall have reasonably determined that any Applicable Law, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the London interbank marketinterpretation or administration thereof by any Governmental Body, it will promptly central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.8, the term “Lender” shall include Agent or any Lender and no later than any corporation or bank controlling Agent or any Lender) and the Business Day following office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such request) supply authority, central bank or comparable agency, has or would have the Administrative Agent with effect of reducing the rate quoted of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent or such Reference Bank Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender may use any reasonable averaging or attribution methods.” (n) A new Section 3.12 is added to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.read as follows:

Computation of Interest and Fees. (a) Interest (other than interest based Commitment fees and, whenever it -------------------------------- is calculated on the basis of the Corporate 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 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate or of a C/D Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base ABR, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or the Statutory Reserves 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 Borrower or any LenderBorrower, deliver to the Borrower or such Lender a written statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 2.9(a) or (c). (c) Upon the request of the Administrative AgentIf any Reference Lender shall for any reason no longer have a Commitment or any Loans, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits Lender shall thereupon cease to leading banks in the London interbank marketbe a Reference Lender, it will promptly (and no later than the Business Day following any such request) supply if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the rate quoted by such Reference Bank to leading banks in Lenders and with the London interbank market two Business Days before the first day approval of the relevant Interest Period for United States Dollar deposits of a duration equal Borrower) shall, by notice to the duration Borrower and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such Interest Periodrates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of subsection 2.11, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Interest (other than All computations of fees and interest based shall be made on the basis of (i) with respect to Base RateRate Loans, Revolving Credit Commitment Fees and Letter of Credit Fees, a three hundred and sixty five (365) shall or a three hundred and sixty six (366) day year, as applicable, and (ii) with respect to Eurodollar Rate Loans, a three hundred and sixty (360) day year. For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360. Interest shall accrue on each Loan for the actual days elapsedday 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; and interest based provided that any Loan that is repaid on the Base Rate same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. If any provision of this Agreement would oblige any Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated on at a rate which would be prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the basis Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of a 365-day year (or 366-day yearinterest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (i) for first, by reducing the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and amount or rate or interest required to be paid to the affected Lenders Lender; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves shall become effective as Section 347 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 rateCriminal Code (Canada). (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 or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) Interest on Base Rate Loans (other than interest Base Rate Loans based on the Base Federal Funds Effective 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 interest on LIBOR Loans, unused commitment fees and all other Obligations of the Borrower 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an a LIBOR Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves LIBOR Reserve Requirements shall become 40 35 effective as of the opening of business on the day on which such change in the Base Rate is announced or such change in the LIBOR Reserve Requirements becomes effective, as the case may be. 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 If any Reference Lender's Commitment shall terminate or all of an interest rate by the Administrative Agent pursuant to any provision of this Agreement its Loans shall be conclusive assigned for any reason whatsoever, such Reference Lender shall thereupon cease to be a Reference Lender, and binding on if, as a result of the foregoing, there would only be one Reference Lender remaining, the Agent (after consultation with the Borrower and the Lenders in the absence of manifest error. The Administrative Agent Agent) shall, at the request of the Borrower or any Lender, deliver by notice to the Borrower or such and the Lenders, designate another Lender reasonably acceptable to the Borrower as a statement showing in reasonable detail Reference Lender so that there shall at all times be at least two Reference Lenders (provided that, notwithstanding the calculations used by foregoing, (i) Union Bank of California, N.A. shall be one of the Reference Lenders hereunder for so long as it shall serve as Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page hereunder and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.ii)

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) Prime Loans hereunder shall be calculated computed on the basis of a 360-day year of 360 days and paid for the actual number of days elapsed; and interest based elapsed (including the first day but excluding the last day). Interest on the Base Rate LIBOR Loans shall be calculated computed on the basis of a 365-year of 360 days and paid for the actual number of days elapsed, calculated as to each Loan Period from and including the first day year hereof to but excluding the last day hereof." 12. The Note of Borrower payable to the order of U.S. Bank shall hereafter be amended and restated in the form of that Note attached to this Amendment as Exhibit A and incorporated herein by reference. The Note of Borrower payable to the order of Old National shall hereafter be amended and restated in the form of that Note attached to this Amendment as Exhibit B and incorporated herein by reference. The Note of Borrower payable to the order of Wachovia Bank, National Association shall hereafter be amended and restated in the form of that Note attached to this Amendment as Exhibit C and incorporated herein by reference. The Note of Borrower payable to the order of Fifth Third Bank (Southern Indiana) shall hereafter be amended and restated in the form of that Note attached to this Amendment as Exhibit D and incorporated herein by reference. 13. Borrower hereby represents and warrants to Agent and to Banks that: (a) The execution, delivery and performance by Borrower of this Amendment are within the corporate powers of Borrower, have been duly authorized by all necessary corporate action and require no action by or 366-day yearin respect of, or filing with, any governmental or regulatory body, agency or official. The execution, delivery and performance by Borrower of this Amendment do not conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under or result in any violation of, and Borrower is not now in default under or in violation of, the terms of the Articles of Incorporation or Bylaws of Borrower, any applicable law, any rule, regulation, order, writ, judgment or decree of any court or governmental or regulatory agency or instrumentality, or any agreement or instrument to which Borrower is a party or by which it is bound or to which it is subject; (b) This Amendment has been duly executed and delivered and constitutes the legal, valid and binding obligation of Borrower enforceable in accordance with its terms; and (c) As of the date hereof, all of the covenants, representations and warranties of Borrower set forth in the Agreement are true and correct and no "Event of Default" (as defined therein) under or within the meaning of the Agreement, as hereby amended, has occurred and is continuing. 14. The Agreement, as hereby amended, and the Notes, as hereby amended, are and shall remain the binding obligations of Borrower, and except to the extent amended by this Amendment, all of the terms, provisions, conditions, agreements, covenants, representations, warranties and powers contained in the Agreement and the Notes shall be and remain in full force and effect and the same are hereby ratified and confirmed. This Amendment amends the Agreement and is not a novation thereof. 15. All references in the Agreement to "this Agreement" and to the "Notes" and any other references of similar import shall henceforth mean the Agreement or the Notes, as the case may be) , as amended by this Amendment. All references in the Notes or other documents to "the Agreement" and to the "Notes" and any other references of similar import shall henceforth mean the Agreement or the Notes, as the case may be, as amended by this Amendment. 16. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that Borrower may not assign, transfer or delegate any of its rights or obligations hereunder. 17. This Amendment is made solely for the actual days elapsedbenefit of Borrower, Agent and Banks as set forth herein, and is not intended to be relied upon or enforced by any other person or entity. 18. The Administrative Agent ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE AGREEMENT AS AMENDED BY THIS AMENDMENT AND/OR ANY OF THE OTHER TRANSACTION DOCUMENTS. TO PROTECT BORROWER AND BANK FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED BY BORROWER AND BANK COVERING SUCH MATTERS ARE CONTAINED IN THE AGREEMENT AS AMENDED BY THIS AMENDMENT AND THE OTHER TRANSACTION DOCUMENTS, WHICH AGREEMENT AS AMENDED BY THIS AMENDMENT AND OTHER TRANSACTION DOCUMENTS ARE A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENTS BETWEEN BORROWER AND BANK, EXCEPT AS BORROWER AND BANK MAY LATER AGREE IN WRITING TO MODIFY THEM. 19. This Amendment shall as soon as practicable notify be governed by and construed in accordance with the Borrower internal laws of the State of Missouri. 20. In the event of any inconsistency or conflict between this Amendment and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate Agreement or the Statutory Reserves shall become effective as of Notes, the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower terms, provisions 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 conditions of this Agreement Amendment shall be conclusive govern and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratecontrol. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest , except that, with respect to ABR Loans, at times when the ABR is based on the Base Rate Prime Rate, the interest thereon shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Representative and the affected relevant Lenders of each determination of an Adjusted LIBOR a EurocurrencyTerm SOFR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves EurocurrencyTerm SOFR Rate 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 affected 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 EurocurrencyTerm Benchmark Loan, the date of conversion of such EurocurrencyTerm Benchmark 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 EurocurrencyTerm Benchmark Loan, the date of conversion of such ABR Loan to such EurocurrencyTerm Benchmark 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 Borrower or any LenderRepresentative, deliver to the Borrower or such Lender Representative a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base RateSection 2.14. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. All interest and fees shall be calculated daily on the outstanding monetary Obligations based on the actual number of days elapsed in a year of 360 days. 3.4. Loan Account; Monthly Accountings. Agent shall maintain a loan account for Borrowers reflecting all outstanding Loans, along with interest accrued thereon and such other items reflected therein (athe "Loan Account"), and shall provide Borrower Representative with a monthly accounting reflecting the activity in the Loan Account, viewable by Borrowers on ABLSoft. Each accounting shall be deemed correct, accurate and binding on Borrowers and an account stated (except for reverses and reapplications of payments made and corrections of errors discovered by Agent), unless Borrower Representative notifies Agent in writing to the contrary within ninety (90) Interest days after such account is rendered, describing the nature of any alleged errors or omissions. However, Agent's failure to maintain the Loan Account or to provide any such accounting shall not affect the legality or binding nature of any of the Obligations. Interest, fees and other monetary Obligations due and owing under this Agreement may, in Agent's discretion, be charged to the Loan Account, and will thereafter be deemed to be Revolving Loans and will bear interest at the same rate as other Revolving Loans. 3.5. Further Obligations; Maximum Lawful Rate. With respect to all monetary Obligations for which the interest rate is not otherwise specified herein (whether such Obligations arise hereunder or under any other Loan Document, or otherwise), such Obligations shall bear interest at the rate(s) in effect from time to time with respect to the Revolving Loans and shall be payable upon demand by Agent. In no event shall the interest charged with respect to any Loan or any other Obligation exceed the maximum amount permitted under applicable law. Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest payable or other amounts hereunder or under any other Loan Document (the "Stated Rate") would exceed the highest rate of interest or other amount permitted under any applicable law to be charged (the "Maximum Lawful Rate"), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest and other amounts payable shall be equal to the Maximum Lawful Rate; provided, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrowers shall, to the extent permitted by applicable law, continue to pay interest and such other amounts at the Maximum Lawful Rate until such time as the total interest and other such amounts received is equal to the total interest and other such amounts which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable or such other amounts payable. Thereafter, the interest rate and such other amounts payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest or other such amounts received by Agent exceed the amount which it could lawfully have received had the interest and other such amounts been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, Agent has received interest or other such amounts hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of the Loans or to other Obligations (other than interest) payable hereunder, and if no such principal or other Obligations are then outstanding, such excess or part thereof remaining shall be paid to Borrowers. In computing interest based on payable with reference to the Base Rate) Maximum Lawful Rate applicable to any Lender, such interest shall be calculated on the basis of at 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest daily rate on a Loan resulting from a change in the Alternate Base Rate or the 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 Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration Maximum Lawful Rate divided by the number of days in the year in which such Interest Periodcalculation is made. 3.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) all Loans shall be calculated computed on the basis of a 360-day year for the actual number of days elapsed; and interest based on elapsed over a year of 360 days or, in the case of Base Rate shall be calculated on Loans and Canadian Prime Rate Loans, a year of 365 or 366 days as appropriate (in each case including the basis of a 365-first day year (or 366-day year, as but excluding the case may be) for the actual days elapsedlast day). The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the 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 each Borrower and the Lenders in the absence of manifest error. All fees shall be computed on the basis of a year composed of twelve 30-day months. The Administrative Agent shall, at the any time and from time to time upon request of the Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate applicable to Revolving Credit Loans or Term Loans pursuant to Subsection 4.1this Agreement. (b) If any Reference Lender shall for any reason no longer have a Commitment, excluding any LIBOR Rate which is based upon such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result thereof, there shall only be one Reference Lender remaining, the Reuters Monitor Money Rates Service page Company and any ABR Loan which is based upon the Alternate Base RateAgent (after consultation with the Lenders) shall, by notice to the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (c) Upon Each Reference Lender shall use its best efforts to furnish quotations of rates to the request Agent as contemplated hereby. If any of the Administrative AgentReference Lenders shall be unable or shall otherwise fail to supply such rates to the Agent upon its request, each the rate of interest shall, subject to the provisions of subsection 2.17, be determined on the basis of the quotations of the remaining Reference Bank Lenders. (whether d) With respect to Loans made to a Canadian Revolving Credit Borrower, whenever a rate of interest hereunder is calculated on the basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year. (e) With respect to Loans made to a Canadian Revolving Credit Borrower, the principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement; all interest payments to be made hereunder shall be paid without allowance or deduction for reinvestment or otherwise, before and after maturity, default and judgment. The rates of interest specified in this Agreement are intended to be nominal rates and not currently effective rates. Interest calculated hereunder shall be calculated using the nominal rate method and not the effective rate method of calculation. (f) Notwithstanding any provision of this Agreement, in no event shall the aggregate “interest” (as defined in Section 347 of the Criminal Code (Canada)) payable by a Lender hereunderCanadian Revolving Credit Borrower under this Agreement exceed the effective annual rate of interest on the “credit advanced” (as defined in the Section) agrees thatunder this Agreement lawfully permitted by that Section and, if any payment, collection or demand pursuant to this Agreement in respect of “interest” (as defined in that Section) is determined to be contrary to the provisions of that Section, such Reference Bank is currently providing quotes for United States Dollar deposits payment, collection or demand shall be deemed to leading banks have been made by mutual mistake of such Canadian Revolving Credit Borrower, the Canadian Sub-Agent and the Canadian Revolving Credit Lenders and the amount of such payment or collection shall be refunded to such Canadian Revolving Credit Borrower. For the purposes of this Agreement, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the relevant term and, in the London interbank marketevent of a dispute, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day a certificate of a Fellow of the relevant Interest Period for United States Dollar deposits Canadian Institute of a duration equal to Actuaries appointed by the duration Canadian Sub-Agent will be prima facie evidence of such Interest Periodrate.

Computation of Interest and Fees. (a) Interest (other than All computations of interest based for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the Base Rate) basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be calculated made on the basis of a 360-day year for the and actual days elapsed; and interest based on the Base Rate shall be calculated elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year (or 366-day year), as or, in the case may be) of interest in respect of Committed Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on 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 of an interest rate or fee hereunder shall as soon as practicable notify the Borrower be conclusive and the affected Lenders of the effective date and the amount of each such change in interest ratebinding for all purposes, absent manifest error. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive interest and binding on fees payable by the Borrower and the Lenders Company hereunder, in the absence of manifest error, shall be conclusive and binding upon all parties hereto. The Administrative Agent shallNotwithstanding the foregoing, at in the request event that, as a result of the Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request reconciliation of the Administrative Agent’s record of outstanding Letters of Credit pursuant to Section 2.03(n) or otherwise, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with determines that there has been an underpayment or overpayment of any fees payable by the rate quoted by such Reference Bank Company hereunder, the Administrative Agent shall promptly notify the Company, the L/C Issuers and the Lenders thereof, and the Company shall pay to leading banks the Administrative Agent for the account of the L/C Issuers or the Lenders, as the case may be (in the London interbank market two Business Days before case of any underpayment) or the first day L/C Issuers or the Lenders, as the case may be, shall pay to the Administrative Agent for the account of the relevant Interest Period for United States Dollar deposits Company (in the case of any overpayment), any amount due as a duration equal to the duration result of such Interest Periodreconciliation, on the next regularly occurring payment date for such fee.

Computation of Interest and Fees. (a) Interest in respect of Alternate Base Rate Loans shall be calculated on the basis of a (other than interest i) 365-day (or 366- day, as the case may be) year for the actual days elapsed when such Alternate Base Rate Loans are based on the Prime Rate, and (ii) a 360-day year for the actual days elapsed when based on the Base CD Rate or the Federal Funds Effective Rate) . All other interest and fees payable hereunder 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. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders Banks of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a RFC Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves Applicable Margin or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced, such Applicable Margin changes as provided herein or such change in the Eurocurrency Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders 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 or of the CP Rate by RFC shall be conclusive and binding on the Borrower Company and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 2.7(a). (c) Upon If any Reference Bank's Commitment shall terminate (otherwise than on termination of all the request of the Administrative AgentCommitments), each Reference Bank (whether or not currently a Lender hereunder) agrees thatits RFC Loans shall be assigned for any reason whatsoever, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in be a Reference Bank, and if, as a result of the London interbank marketforegoing, it will promptly there shall only be one Reference Bank remaining, then the Agent (and no later than the Business Day following any such request) supply the Administrative Agent after consultation with the rate quoted Company and the Banks) shall, by such notice to the Company and the Banks, designate another Bank as a Reference Bank so that there shall at all times be at least two Reference Banks. (d) Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Banks shall be unable or otherwise fails to supply such rates to the duration Agent upon its request, the rate of such Interest Periodinterest shall be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) ABR Loans and all fees shall be calculated on the basis of a 360-day year of 365 days (or 366 days, as the case may be) for the actual days elapsed; . Interest on Eurodollar Loans, CD Rate Loans and interest based on the Base Rate Competitive Loans shall be calculated on the basis of a 365-day year (or 366-day year, as the case may be) of 360 days for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders of each determination of a Eurodollar Rate and of an Adjusted LIBOR CD Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate Rate, the Eurocurrency Reserve Requirements or the Statutory Reserves CD Reserve Requirements, as the case may be, 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 change in the Eurocurrency Reserve Requirements or the CD Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected 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 constitute prima facie evidence of the Borrower and the Lenders rate so determined in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon If any Reference Lender's Revolving Credit Commitment shall terminate (otherwise than on termination of all the request Revolving Credit Commitments), or all of its Loans shall be assigned for any reason whatsoever, such Reference Lender shall thereupon cease to be a Reference Lender and, if as a result of the Administrative Agentforegoing, each there shall only be one Reference Bank (whether or not currently a Lender hereunder) agrees thatremaining, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply then the Administrative Agent (after consultation with the rate quoted by such Reference Bank to leading banks in Lenders and with the London interbank market two Business Days before the first day consent of the relevant Interest Period for United States Dollar deposits of a duration equal Company) shall, by notice to the duration Company and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent as contemplated hereby. If any of the Reference Lenders shall be unable or otherwise fails to supply such Interest Periodrates to the Administrative Agent upon its request, the rate of interest shall be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; and , except that, with respect to ABR Loans, the interest based on the Base Rate thereon shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, 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 affected relevant Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves Eurocurrency Reserve 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 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 or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base RateSection 2.14(a). (c) Upon Notwithstanding anything to the request 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 Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply “Maximum Rate”). If the Administrative Agent with or any Lender shall receive interest in an amount that exceeds the rate quoted by such Reference Bank Maximum Rate, the excess interest shall be applied to leading banks in the London interbank market two Business Days before the first day principal of the relevant Interest Period for United States Dollar deposits of a duration equal Loans or, if it exceeds such unpaid principal, refunded to the duration Borrower. 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 such Interest Periodinterest throughout the contemplated term of the Obligations hereunder.

Computation of Interest and Fees. (a) Interest (payable hereunder and all other than interest based on the Base Rate) fees and other amounts payable hereunder shall be calculated on the basis of a 360-360 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted a LIBOR Rate. Any change in Rate on the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves shall become effective as Business Day 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 ratedetermination thereof. (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 or any LenderBorrower, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations computations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Raterate. (c) Upon It is the request intent of the Administrative AgentLenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, each Reference Bank whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (whether including but not limited to prepayment or not currently a Lender hereunder) agrees thatacceleration of the maturity of any Obligation), if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the London interbank marketmaximum nonusurious amount, it will promptly (and no later than the Business Day following any such request) supply construction shall be subject to the Administrative Agent with provisions of this paragraph and such interest shall be automatically reduced to the rate quoted by such Reference Bank to leading banks maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in the London interbank market two Business Days before the first day excess of the relevant Interest Period for United States Dollar deposits of a duration maximum nonusurious amount, an amount equal to the duration amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law. (d) For the purposes of the Interest PeriodAct (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. (e) Any provision of this Agreement that would oblige a Canadian Credit Party to pay any fine, penalty or rate of interest on any arrears of principal or interest secured by a mortgage on real property or hypothec on immovables that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Canadian Credit Party, which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrears. (f) If any provision of this Agreement would oblige a Canadian Credit Party to make any payment of interest or other amount payable to any Secured Party in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Secured Party of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by that Secured Party of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (i) first, by reducing the amount or rate of interest; and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

Computation of Interest and Fees. (a) Interest (other than interest based on the Eurodollar Rate, the Eurocurrency Rate or the Alternate Base Rate) Rate when it is based upon the Federal Funds Effective Rate shall be calculated on the basis of a 360-day year for the actual days elapsed; and facility fees and interest (other than interest based on upon the Eurodollar Rate, the Eurocurrency Rate or the Alternative Base Rate when it is based upon the Federal Funds Effective Rate) shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the U.S. Borrower and the affected Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate or Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or a change in the Statutory Reserves Prime Rate 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 U.S. Borrower and the affected Lenders of the effective date and the amount of each such change in interest ratethe Alternate Base 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 Borrower or any Lendera Borrower, deliver to the such Borrower or such Lender a statement showing in reasonable detail the calculations used by the such Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 5.1(a). (c) Upon the request of If any U.S. Reference Lender shall for any reason no longer have a Revolving Credit Commitment or any Revolving Credit Loans or Term Loans, such U.S. Reference Lender shall thereupon cease to be a U.S. Reference Lender, and if, as a result, there shall only be one U.S. Reference Lender remaining, the Administrative Agent, each with the consent of the U.S. Borrower (after consultation with Lenders) shall, by notice to the U.S. Borrower and the Revolving Credit Lenders, designate another Lender as a U.S. Reference Bank Lender so that there shall at all times be at least two U.S. Reference Lenders. (whether or not currently a d) Each U.S. Reference Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the applicable Administrative Agent with as contemplated hereby. If any of the U.S. Reference Lenders shall be unable or shall otherwise fail to supply such rates to the applicable Administrative Agent upon its request, the rate quoted by such Reference Bank of interest shall, subject to leading banks in the London interbank market two Business Days before provisions of subsection 5.7, be determined on the first day basis of the relevant Interest Period for United States Dollar deposits quotations of a duration equal to the duration of such Interest Periodremaining U.S. Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Interest (other than interest based Whenever it is calculated on the Base 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, commitment fees 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; 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a Revolving Credit Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves Eurocurrency Reserve 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 affected Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative AgentIf any Reference Lender shall for any reason no longer have a Revolving Credit Commitment or any Loans, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits Lender shall thereupon cease to leading banks in the London interbank marketbe a Reference Lendxx, it will promptly (and no later than the Business Day following any such request) supply xxd if, as a result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the rate quoted by such Reference Bank to leading banks in Lenders and with the London interbank market two Business Days before the first day consent of the relevant Interest Period for United States Dollar deposits of a duration equal Borrower (which shall not be unreasonably withheld)) shall, by notice to the duration Borrower and the Lenders, designate another Lender that is a commercial bank as a Reference Lender so that there shall at all times be at least two Reference Lenders. (d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such Interest Periodrates to the Administrative Agent upon its request, the rate of interest shall, subject to the provisions of this subsection 3.5, be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Interest and Fees. (a) Interest on Alternate Base Rate Loans (other than interest Alternate Base Rate Loans based on the Base Federal Funds Effective 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 interest on LIBOR Loans, unused commitment fees and all other Obligations of the Borrower 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. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an a LIBOR Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves LIBOR Reserve 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 LIBOR Reserve Requirements becomes effective, as the case may be. 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 Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request If any Reference Bank's Commitment shall terminate or all of the Administrative Agentits Loans and participations in Letters of Credit shall be assigned for any reason whatsoever, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in be a Reference Bank, and if, as a result of the London interbank marketforegoing, it will promptly (and no later than the Business Day following any such request) supply there would only be one Reference Bank remaining, the Administrative Agent and the Managing Agents (after consultation with the rate quoted Borrower and the Lenders) shall, by such notice to the Borrower and the Lenders, designate another Lender reasonably acceptable to the Borrower as a Reference Bank so that there shall at all times be at least two Reference Banks. (d) Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Administrative Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Banks shall be unable or shall otherwise fail to supply such rates to the duration Administrative Agent upon its request, the rate of such Interest Periodinterest shall be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) all Loans shall be calculated computed on the basis of a 360-day year for the actual number of days elapsed; and elapsed over a year of 360 days, except that interest based on ABR Loans which are determined by reference to the Base Prime Rate shall be calculated on computed over a year of 365 or 366 days as appropriate (in each case including the basis of a 365-first day year (or 366-day year, as but excluding the case may be) for the actual days elapsedlast day). The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the 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 All fees shall be computed on the basis of a year composed of twelve 30-day months. At any time and from time to time upon request of the Borrower or any LenderBorrower, (i) the Administrative Agent shall deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate applicable to U.S. Revolving Credit Loans pursuant to Subsection 4.1this Agreement and (ii) the relevant Swing Line Lender shall deliver to the Borrower a statement showing the quotations used by such Swing Line Lender in determining any interest rate applicable to Swing Line Loans made by such Swing Line Lender pursuant to this Agreement. Each change in the Applicable Margin applicable to Loans or the Facility Fee as a result of a change in the Borrower’s Status shall become effective on the date upon which such change in Status occurs. (b) If any Reference Lender shall for any reason no longer have a Commitment, excluding any LIBOR Rate which is based upon such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result thereof, there shall only be one Reference Lender remaining, the Reuters Monitor Money Rates Service page Borrower and any ABR Loan which is based upon the Alternate Base RateAdministrative Agent (after consultation with the Lenders) shall, by notice to the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders. (c) Upon the request Each Reference Lender shall use its best efforts to furnish quotations of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits rates to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with as contemplated hereby. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request, the rate quoted by such Reference Bank of interest shall, subject to leading banks in the London interbank market two Business Days before provisions of subsection 2.14, be determined on the first day basis of the relevant Interest Period for United States Dollar deposits quotations of a duration equal to the duration of such Interest Periodremaining Reference Lenders.

Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed; , except that interest on ABR Loans (except for ABR computations in respect of clauses (b) and interest based on (c) of the Base definition thereof), Local Rate Loans and Acceptances shall be calculated on the basis of a 365-day year 365- (or 366-day year366-, as the case may be) day year for the actual days elapsedelapsed (or in the case of Local Rate Loans and Acceptances, on such other basis as may be agreed from time to time by the relevant Local Fronting Lender and the relevant Local Borrower to reflect customary practices in the relevant jurisdiction). The Administrative Agent shall as soon as practicable notify the Borrower and the affected relevant Lenders of each determination of an Adjusted LIBOR a Eurocurrency Rate. The Local Fronting Lender shall as soon as practicable notify the relevant Local Borrower of each determination of Local Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate ABR or the Statutory Reserves Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. Any change in the interest rate on a Loan resulting from a change in the Local Rate or with respect to Local Loans that are ABR Loans, resulting from a change in ABR, shall become effective as of the opening of business in the jurisdiction of the local lending office of the relevant Local Fronting Lender on the day on which such change shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and the affected 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 or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate. (c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for United States Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.

Computation of Interest and Fees. (a) Interest in respect of Alternate Base Rate Loans shall be calculated on the basis of a (other than interest i) 365-day (or 366-day, as the case may be) year for the actual days elapsed when such Alternate Base Rate Loans are based on the Prime Rate, and (ii) a 360-day year for the actual days elapsed when based on the Base CD Rate or the Federal Funds Effective Rate) . All other interest and fees payable hereunder 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. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders Banks of each determination of an Adjusted LIBOR a Eurodollar Rate. Any change in the interest rate on a RFC Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves Applicable Margin or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes in the Alternate Base Rate is announced, such Applicable Margin changes as provided herein or such change in the Eurocurrency Reserve Requirements shall become effective, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrower Company and the affected Lenders 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 or of the CP Rate by RFC shall be conclusive and binding on the Borrower Company and the Lenders Banks in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any LenderCompany, deliver to the Borrower or such Lender Company a statement showing in reasonable detail the calculations quotations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Ratesubsection 2.7(a). (c) Upon If any Reference Bank's Commitment shall terminate (otherwise than on termination of all the request of the Administrative AgentCommitments), each Reference Bank (whether or not currently a Lender hereunder) agrees thatits RFC Loans shall be assigned for any reason whatsoever, if such Reference Bank is currently providing quotes for United States Dollar deposits shall thereupon cease to leading banks in be a Reference Bank, and if, as a result of the London interbank marketforegoing, it will promptly there shall only be one Reference Bank remaining, then the Agent (and no later than the Business Day following any such request) supply the Administrative Agent after consultation with the rate quoted Company and the Banks) shall, by such notice to the Company and the Banks, designate another Bank as a Reference Bank so that there shall at all times be at least two Reference Banks. (d) Each Reference Bank shall use its best efforts to leading banks in furnish quotations of rates to the London interbank market two Business Days before the first day Agent as contemplated hereby. If any of the relevant Interest Period for United States Dollar deposits of a duration equal Reference Banks shall be unable or otherwise fails to supply such rates to the duration Agent upon its request, the rate of such Interest Periodinterest shall be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank.