Common use of Interest on Loans Clause in Contracts

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject Upon the terms and subject to the provisions conditions of Section 2.10this Agreement, the Loans comprising each Eurocurrency Borrowing shall bear Lenders grant the Borrower, for any Interest Period commencing prior to the fifth anniversary of the Closing Date, an option to pay interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to Loans (i) entirely in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and cash (“Cash Interest”) or (ii) in entirely by increasing the case outstanding principal amount of each Eurocurrency Competitive Loan, the LIBO Rate for Loans by the amount of interest accrued during such Interest Period in effect (“PIK Interest”). The Borrower must elect (the “Interest Election”) the form of payment of interest with respect to each Interest Period by delivering an Interest Election Request to the Administrative Agent no later than five Business Days prior to the start of such Interest Period. The Administrative Agent shall promptly deliver a corresponding notice to each Lender. In the absence of such an Interest Election for such Borrowing plus any Interest Period, interest on the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03Loans shall be payable as Cash Interest. (b) Subject to the provisions of Section 2.102.07, the Cash Interest on Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentagePercentage in effect from time to time. (c) Subject to the provisions of Section 2.102.07, Cash Interest on Loans comprising each Fixed Rate Loan Eurodollar Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed rate of interest offered by Adjusted LIBO Rate for the Lender making Interest Period in effect for such Loan and accepted by Borrowing plus the applicable Borrower pursuant Applicable Percentage in effect from time to Section 2.03time. (d) Notwithstanding anything to the contrary in this Section 2.06, PIK Interest on the Loans shall bear interest at the rate otherwise applicable to such Loan pursuant to Section 2.06(c) or (d), as applicable, plus 1.50% per annum. (e) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageMargin in effect from time to time. (b) Subject to the provisions of Section 2.10, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Revolving Loan, the Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time and (ii) in the case of each Competitive Loan, the Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the Borrower pursuant to Section 2.03. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Eurodollar Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The applicable Adjusted LIBO Rate, LIBO Alternate Base Rate or Alternate Base Eurodollar Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, each ABR Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days or, when the Alternate Base Rate is based on the Prime Rate, a year with 365 days or 366 days in a leap year) at a rate per annum equal to the Alternate Base Rate plus (A) if a Tranche A Loan, 3.00%, (B) if a Tranche B Loan, 3.00% and (C) if a Tranche C Loan, 4.25%; provided that if the applicable Alternate Base Rate at the time of determination of the interest rate for a Tranche B Loan or a Tranche C Loan is below 4.25%, the Loans comprising Alternate Base Rate for such Tranche B Loan or Tranche C Loan for such Interest Period shall be deemed to be 4.25%. (b) Subject to the provisions of Section 2.09, each Eurocurrency Borrowing Eurodollar Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal equal, during each Interest Period applicable thereto, to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the such Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect(A) if a Tranche A Loan, 4.00%, (B) if a Tranche B Loan, 4.00% and (iiC) in the case of each Eurocurrency Competitive if a Tranche C Loan, 5.25%; provided that if the applicable Adjusted LIBO Rate at the time of determination of the interest rate for a Tranche B Loan or a Tranche C Loan is below 3.25%, the Adjusted LIBO Rate for the such Tranche B Loan or Tranche C Loan for such Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant shall be deemed to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentagebe 3.25%. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear Accrued interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan all Loans shall be payable in arrears on each Interest Payment Date applicable thereto, on the Termination Date and after the Termination Date on demand and (with respect to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate Eurodollar Loans) upon any repayment or Alternate Base Rate for each Interest Period or day within an Interest Period, as prepayment thereof (on the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest erroramount prepaid).

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency LIBOR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency LIBOR Revolving Credit Loan, the Adjusted LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Applicable Percentage applicable LIBOR Spread from time to time in effect, effect and (ii) in the case of each Eurocurrency LIBOR Competitive Loan, the LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032.5. Interest on each LIBOR Borrowing shall be payable on each applicable Interest Payment Date. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is when determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentageapplicable margin, if any, for ABR Loans from time to time in effect pursuant to Section 2.22. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032.4. (d) Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementLoan. The applicable Adjusted LIBO Rate, LIBO Rate LIBOR or the Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, Period shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.08, the unpaid principal amount of the Loans comprising each Eurocurrency Base Rate Borrowing shall bear interest for each day (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Base Rate is determined by reference to clause (a) of the definition of Base Rate and over a year of 360 days at all other times) at a rate per annum equal to the Base Rate from time to time in effect during the Interest Period for such Borrowing plus the Applicable Margin. (b) Subject to the provisions of Section 2.08, the unpaid principal amount of the Loans comprising each LIBOR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageMargin. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable by the Borrower on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period; provided that, if a Loan, or a portion thereof, is repaid on the same day on which such Loan is made, one day’s interest shall accrue on the portion of such Loan so prepaid. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.08, the Loans comprising each Eurocurrency ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time. (b) Subject to the provisions of Section 2.08, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (bc) Subject to the provisions of Section 2.102.08, the Loans comprising each ABR Borrowing Fixed Rate Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 360 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The applicable Adjusted LIBO Rate, LIBO Alternate Base Rate or Alternate Base Eurodollar Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency LIBOR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency LIBOR Revolving Credit Loan, the Adjusted LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Applicable Percentage applicable LIBOR Spread from time to time in effect, effect and (ii) in the case of each Eurocurrency LIBOR Competitive Loan, the LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032.5. Interest on each LIBOR Borrowing shall be payable on each applicable Interest Payment Date. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is when determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032.4. (d) Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementLoan. The applicable Adjusted LIBO Rate, LIBO Rate LIBOR or the Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, Period shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Borrowing, including each Domestic Swingline Loan, shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time. (b) Subject to the provisions of Section 2.07, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days or, in the case of a Eurocurrency Loan denominated in Pounds, 365 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03time. (bc) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Canadian Prime Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Canadian Prime Rate plus the Applicable PercentagePercentage in effect from time to time. (cd) Subject to the provisions of Section 2.102.07, the Loans comprising each Fixed B/A Borrowing shall be subject to an Acceptance Fee, payable by the Canadian Borrower on the date of acceptance of the relevant B/A and calculated as set forth in the definition of the term “Acceptance Fee” in Section 1.01. (e) Subject to the provisions of Section 2.07, the Loans comprising each Bank Xxxx Rate Loan Borrowing, including each N.Z. Swingline Loan, shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 365 or 366 days) , as the case may be), at a rate per annum equal to the fixed rate of interest offered by Bank Xxxx Rate plus the Lender making such Loan and accepted by the applicable Borrower pursuant Applicable Percentage in effect from time to Section 2.03time. (df) Subject to the provisions of Section 2.07, the Loans comprising each Foreign Base Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) at a rate per annum equal to the sum of the Foreign Base Rate and the Applicable Percentage in effect from time to time. (g) Interest on each Loan (other than pursuant to B/A Borrowings) shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate, Adjusted LIBO Rate, LIBO Discount Rate or Alternate Base Rate for each Interest Period or day within an Interest PeriodBank Xxxx Rate, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (h) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or fee to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is less than a calendar 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, 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principal of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

Interest on Loans. (a) Subject to the provisions of Section 2.102.12, the Loans comprising each Eurocurrency LIBOR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency LIBOR Revolving Credit Loan, the Adjusted LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Applicable Percentage applicable LIBOR Spread from time to time in effect, effect and (ii) in the case of each Eurocurrency LIBOR Competitive Loan, the LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower or the relevant Subsidiary Borrower pursuant to Section 2.032.7. Interest on each LIBOR Borrowing shall be payable on each applicable Interest Payment Date. (b) Subject to the provisions of Section 2.102.12, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentageapplicable margin, if any, for ABR Loans from time to time in effect pursuant to Section 2.24. (c) Subject to the provisions of Section 2.102.12, each Fixed Rate Competitive Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower or the relevant Subsidiary Borrower pursuant to Section 2.032.7. (d) Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementLoan. The applicable Adjusted LIBO Rate, LIBO Rate LIBOR or the Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, Period shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and ; (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03; and (iii) in the case of each Eurocurrency Local Currency Loan, the LIBO Rate for the Interest Period in effect for such Loan plus any spread specified in the applicable Local Currency Addendum (or, if no such spread shall be specified, the Applicable Percentage from time to time in effect). (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Base Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Subject to the provisions of Section 2.10, any Local Currency Loan that is not a Eurocurrency Loan shall bear interest at the rate or rates per annum set forth in the applicable Local Currency Addendum. (e) Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementAgreement or in an applicable Local Currency Addendum. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.08, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage Margin from time to time in effect, effect and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Competitive Bid Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.08, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageMargin from time to time in effect. (c) Subject to the provisions of Section 2.102.08, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative AgentChase, and such determination shall be conclusive absent manifest error; provided that Chase shall, upon request, provide to the applicable Borrower a certificate setting forth in reasonable detail the basis for such determination.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.102.9, each Fixed Rate Eurodollar Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by LIBO Rate for the Lender making Interest Period in effect for such Loan and accepted by plus the applicable Borrower pursuant to Section 2.03. (d) Applicable Rate. Interest on each Eurodollar Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreementthereto. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Paying Agent, and such determination shall be conclusive absent manifest error. (b) Subject to the provisions of Section 2.9, each Alternate Base Loan shall bear interest at the rate per annum equal to the Alternate Base Rate plus the Applicable Rate (if the Alternate Base Rate is based on the Prime Rate, computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be; if the Alternate Base Rate is based on the LIBO Rate or the Federal Funds Effective Rate, computed on the basis of the actual number of days elapsed over a year of 360 days). Interest on each Alternate Base Loan shall be payable on each Interest Payment Date applicable thereto. The applicable Alternate Base Rate shall be determined by the Paying Agent, and such determination shall be conclusive absent manifest error. (c) The Company shall pay to the Paying Agent for the account of each Bank that has made a Eurodollar Loan to the Company, so long as such Bank shall be required under regulations of the Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each such Eurodollar Loan of such Bank, from the date of such Loan until such principal amount is paid in full, at an interest rate per annum for such number of days during the Interest Period for such Loan as shall be pertinent equal to the remainder obtained by subtracting (i) the LIBO Rate for such Interest Period from (ii) the rate obtained by dividing such LIBO Rate referred to in clause (i) above by that percentage equal to 100% minus the Reserve Percentage of such Bank for such Interest Period, payable on the next Interest Payment Date applicable to such Loan. Such additional interest shall be determined by such Bank as, if and to the extent incurred, and shall be payable as aforesaid upon notification thereof by such Bank to the Company through the Paying Agent. Each determination by a Bank of additional interest under this Section 2.8(c) shall be conclusive and binding for all purposes in the absence of manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days (or, in the case of Loans denominated in (A) Sterling, over a year of 365 or 366 days, or (B) any Alternative Currency other than Sterling or Euros, on the basis customarily used for borrowings between banks in the principal market for such Alternative Currency)), at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for the Borrowing of which such Borrowing Loan is part plus the Applicable Percentage Margin from time to time in effect, effect and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for the Borrowing of which such Borrowing Loan is a part plus the Competitive Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may beappropriate, for periods during which the Alternate Base Rate is when determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Eurodollar Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, effect plus an additional .125% per annum on any day on which (A) the sum of (1) the outstanding aggregate principal amount of all Standby Loans made by all Lenders plus (2) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceeds (B) 33% of the Total Commitment and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Borrowing Borrowing, including each Swingline Loan, shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate or the U.S. Base Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the sum of (i) the Alternate Base Rate plus and (ii) the Applicable PercentagePercentage for such Loans in effect from time to time. (cb) Subject to the provisions of Section 2.102.07, each Fixed Foreign Base Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days or, in the case of Foreign Base Rate Loans denominated in Pounds, 365 or 366 days, as the case may be) at a rate per annum equal to the fixed sum of (i) the rate set forth in the definition of the term “Foreign Base Rate Loans” and (ii) the Applicable Percentage for ABR Revolving Loans in effect from time to time. (c) Subject to the provisions of Section 2.07, the Loans comprising each Eurocurrency Borrowing shall bear interest offered by (computed on the Lender making basis of the actual number of days elapsed over a year of 360 days or, in the case of Eurocurrency Loans denominated in Pounds, 365 or 366 days, as the case may be) at a rate per annum equal to the sum of (i) the Adjusted LIBO Rate for the Interest Period in effect for such Loan Borrowing and accepted by (ii) the applicable Borrower pursuant Applicable Percentage for such Loans in effect from time to Section 2.03time. (d) Interest on each Loan shall be payable (i) on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this AgreementAgreement and (ii) in the currency in which such Loan is denominated. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) , at a rate per annum equal to (i) in the case of each Eurocurrency Revolving LoanStandby Loan in Dollars or any Alternative Currency (other than Euros), the Adjusted LIBO Rate for the Interest Period in effect for the Borrowing of which such Borrowing Loan is part plus the Applicable Percentage Margin from time to time in effect, and (ii) in the case of each Eurocurrency Standby Loan in Euros, the Adjusted EURIBO Rate for the Interest Period in effect for the Borrowing of which such Loan is part plus the Applicable Margin from time to time in effect, (iii) in the case of each Eurocurrency Competitive LoanLoan denominated in Dollars or any Alternative Currency (other than Euros), the LIBO Rate for the Interest Period in effect for the Borrowing of which such Borrowing Loan is a part plus the Competitive Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03 and (iv) in the case of each Eurocurrency Competitive Loan denominated in Euros, the EURIBO Rate for the Interest Period in effect for the Borrowing of which such Loan is a part plus the Competitive Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may beappropriate, for periods during which the Alternate Base Rate is when determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageMargin from time to time in effect with respect to ABR Loans. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. In the event of any conversion of any Eurocurrency Standby Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. The applicable Adjusted LIBO Rate, LIBO EURIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency LIBOR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency LIBOR Revolving Credit Loan, the Adjusted LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Applicable Percentage applicable LIBOR Spread from time to time in effect, effect and (ii) in the case of each Eurocurrency LIBOR Competitive Loan, the LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus or minus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032.4. Interest on each LIBOR Borrowing shall be payable on each applicable Interest Payment Date. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is be when determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentageapplicable margin therefor from time to time in effect in accordance with Section 2.22. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032.4. (d) Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementLoan. The applicable Adjusted LIBO Rate, LIBO Rate LIBOR or the Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, Period shall be determined by the Administrative Agent, Agent and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.07, the Loans comprising each Eurocurrency ABR Borrowing, including each Swingline Loan, shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time. (b) Subject to the provisions of Section 2.07, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time in effect, and (ii) in time. Notwithstanding anything herein to the case of each Eurocurrency Competitive Loancontrary, the Adjusted LIBO Rate for the each initial Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions Borrowings of Section 2.10, the Eurodollar Delayed Draw Term Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum be equal to the Alternate Base Adjusted LIBO Rate plus in respect of the Applicable Percentagecorresponding Interest Periods to which such Eurodollar Delayed Draw Term Loans are allocated as contemplated by the definition of the term “Interest Period”. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Eurodollar Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage Margin from time to time in effect, effect and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periodsperiods during which the Alternate Base Rate is determined by reference to the Federal Funds Effective Rate) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined in good faith by the Administrative Paying Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section Sections 2.09 and 2.10, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032.03 and (ii) in the case of each Eurodollar Standby Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the LIBOR Spread. Interest on each Eurodollar Borrowing shall be payable on each applicable Interest Payment Date. The LIBO Rate for each Interest Period shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. The Administrative Agent shall promptly advise the Borrower and each Lender of such determination. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of (i) 365 or 366 days, as the case may be, for periods during any period in which the Alternate Base Rate is determined by reference to based on the Prime Rate, and (ii) 360 days, during any period in which the Alternate Base Rate and 360 days for other periodsis based on the Base CD Rate or the Federal Funds Effective Rate) at a rate per annum equal to the Alternate Base Rate. Interest on each ABR Borrowing shall be payable on each applicable Interest Payment Date. The Alternate Base Rate plus shall be determined by the Applicable PercentageAdministrative Agent, and such determination shall be conclusive absent manifest error. The Administrative Agent shall promptly advise the Borrower and each Lender of such determination. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.105.3, the Loans comprising each Eurocurrency Borrowing Alternate Base Rate Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum annum, equal to the lesser of (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Alternate Base Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, Margin for ABR Loans and (ii) in the case of each Eurocurrency Competitive LoanHighest Lawful Rate (if the Alternate Base Rate is based on the Prime Rate, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which ; or if the Alternate Base Rate is determined by reference to based on the Prime Rate and Federal Funds Effective Rate, computed on the basis of the actual number of days elapsed over a year of 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentagedays). (cb) Subject to the provisions of Section 2.105.3, each Fixed Comerica Prime Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate lesser of interest offered by (i) the Lender making Comerica Prime-based Rate for the Interest Period in effect for such Loan and accepted by (ii) the applicable Borrower pursuant Highest Lawful Rate. (c) Subject to the provisions of Section 2.035.3, (i) each Eurodollar Loan which is an Acquisition Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the lesser of (1) the LIBO Rate for the Interest Period in effect for such Loan plus the Applicable Margin for Eurodollar Acquisition Loans and (2) the Highest Lawful Rate; and (ii) each Eurodollar Loan which is a Floor Plan Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the lesser of (1) the LIBO Rate for the Interest Period in effect for such Loan plus 1.50% and (2) the Highest Lawful Rate. (d) Interest on each Acquisition Loan and each Floor Plan Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. Interest on each Swing Line Loan and Swing Line Overdraft Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or and the Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and the Comerica Prime Rate shall be determined by the Floor Plan Agent, and such determination shall be conclusive absent manifest demonstrable error. The Agent shall promptly advise the Borrowers and each Bank of each such determination.

Interest on Loans. (a) Subject to the provisions of Section 2.102.08 hereof, the Loans comprising each Eurocurrency ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate. If the amount of interest payable in respect of any interest computation period is limited to the Highest Lawful Rate in accordance with the definition of Alternate Base Rate, and the amount of interest payable in respect of any subsequent interest computation period would be less than the Maximum Amount, then the amount of interest payable in respect of such subsequent interest computation period shall be automatically increased to the Maximum Amount; provided that at no time shall the aggregate amount by which interest paid has been increased pursuant to this sentence exceed the aggregate amount by which interest has been reduced had the Alternate Base Rate not been limited to the Highest Lawful Rate. (b) Subject to the provisions of Section 2.08 hereof, the Loans and Competitive Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time in effecttime, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Competitive Borrowing plus the Margin offered by the Lender making such Competitive Loan and accepted by the applicable Borrower pursuant to Section 2.032.03 hereof. (bc) Subject to the provisions of Section 2.102.08 hereof, the Loans comprising each ABR Borrowing Fixed Rate Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 360 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Fixed Rate Loan and accepted by the applicable Borrower pursuant to Section 2.032.03 hereof. (d) Interest on each Loan or Competitive Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan or Competitive Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Eurodollar Standby Loan, (A) the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage Rate from time to time in effect, effect and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus) the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentagePercentage in effect from time to time. (cb) Subject to the provisions of Section 2.102.07, the Loans comprising each Fixed Rate Loan Term Benchmark Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed Adjusted Term SOFR Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time. (c) Subject to the provisions of Section 2.07, each RFR Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate of interest offered by per annum equal to the Lender making such Loan and accepted by Adjusted Daily Simple SOFR plus the applicable Borrower pursuant Applicable Percentage in effect from time to Section 2.03time. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Alternate Base Rate, LIBO Rate Adjusted Daily Simple SOFR or Alternate Base Adjusted Term SOFR Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.08, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans each Swingline Loan comprising each an ABR Borrowing shall bear interest for each day from the date such Loan is made until it is paid in full (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is be when determined by reference to the Prime Rate and 360 days for other periodsRate) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageMargin. So long as any ABR Borrowing is outstanding, the Administrative Agent shall promptly notify the Borrower of any change in the Prime Rate. (cb) Subject to the provisions of Section 2.102.08, each Fixed Rate Revolving Loan comprising a Eurodollar Borrowing shall bear interest at a rate per annum for each day from the date such Loan is made until it is paid in full (computed on the basis of the actual number of days elapsed over a year of 360 days, except for interest on Loans denominated in British pounds sterling which shall be calculated for actual days elapsed on the basis of a 365 day year or otherwise in accordance with relevant market practice) at a rate per annum equal to the fixed rate Adjusted LIBO Rate for the Interest Period in effect for such Borrowing, plus the Applicable LIBOR Margin in effect from time to time for such Class of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03Loan. (dc) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan Loan, except as otherwise provided in this Amended Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative AgentAgent in good faith, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Eurodollar Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effectRate, and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. Accrued interest on each Eurodollar Loan shall be payable in arrears on each Interest Payment Date for such Loan. Each Reference Bank agrees upon the request of the Administrative Agent to furnish to the Administrative Agent timely information for the purpose of determining the LIBO Rate and the Adjusted LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks, and such determination shall be conclusive absent manifest error. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. Accrued interest on each ABR Loan shall be payable in arrears on each Interest Payment Date for such Loan. The Alternate Base Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest . Accrued interest on each Fixed Rate Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest errorDate.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageMargin. (ca) Subject to the provisions of Section 2.102.07, (i) the Loans comprising each Fixed Rate Loan Eurodollar Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; and (ii) the Loans comprising each SOFR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate of interest offered by per annum equal to the Lender making Adjusted Term SOFR for the Interest Period in effect for such Loan and accepted by Borrowing plus the applicable Borrower pursuant to Section 2.03Applicable Margin. (db) [Reserved.] (c) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate, Adjusted Term SOFR or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest shall be paid in the same currency as the Loan to which such interest relates.

Interest on Loans. (a) Subject to the provisions of Section 2.102.14, the Loans comprising each Eurocurrency LIBOR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency LIBOR Revolving Credit Loan and LIBOR Term Loan, the Adjusted LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Applicable Percentage applicable LIBOR Spread from time to time in effect, effect and (ii) in the case of each Eurocurrency LIBOR Competitive Loan, the LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower or the relevant Subsidiary Borrower pursuant to Section 2.032.8. Interest on each LIBOR Borrowing shall be payable on each applicable Interest Payment Date. (b) Subject to the provisions of Section 2.102.14, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is when determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentageapplicable margin, if any, for ABR Loans from time to time in effect pursuant to Section 2.26. (c) Subject to the provisions of Section 2.102.14, each Fixed Rate Competitive Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower or the relevant Subsidiary Borrower pursuant to Section 2.032.8. (d) Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementLoan. The applicable Adjusted LIBO Rate, LIBO Rate LIBOR or the Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, Period shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.08, the unpaid principal amount of the Loans comprising each Eurocurrency Base Rate Borrowing shall bear interest for each day (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Base Rate is determined by reference to clause (a) of the definition of Base Rate and over a year of 360 days at all other times) at a rate per annum equal to the Base Rate from time to time in effect during the Interest Period for such Borrowing plus the Applicable Margin. (b) Subject to the provisions of Section 2.08, the unpaid principal amount of the Loans comprising each SOFR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03Margin. (bc) Subject to the provisions of Section 2.102.08, the unpaid principal amount of the Loans comprising each ABR EURIBOR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 360 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate EURIBOR for the Interest Period in effect for such Borrowing plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03Margin. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. The applicable Adjusted LIBO RateTerm SOFR, LIBO Rate EURIBOR or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (e) In connection with the use or administration of Term SOFR or EURIBOR, 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 Borrowers and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR or EURIBOR.

Interest on Loans. (a) Subject to the provisions of Section 2.102.08, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage Margin from time to time in effect, effect and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Competitive Bid Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.08, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of (i) 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and (ii) 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageMargin from time to time in effect. (c) Subject to the provisions of Section 2.102.08, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative AgentChase, and such determination shall be conclusive absent manifest error; provided that Chase shall, upon request, provide to the applicable Borrower a certificate setting forth in reasonable detail the basis for such determination.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.7, the Loans comprising each ABR Borrowing Borrowing, including each Swingline Dollar Loan, shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the sum of (i) the Alternate Base Rate plus and (ii) the Applicable PercentagePercentage for ABR Loans in effect from time to time. (cb) Subject to the provisions of Section 2.102.7, each Fixed Foreign Base Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days or, in the case of Foreign Base Rate Loans denominated in Pounds, 365 days) at a rate per annum equal to the fixed sum of (i) the rate set forth in the definition of the term "Foreign Base Rate Loans" and (ii) the Applicable Percentage for ABR Loans in effect from time to time. (c) Subject to the provisions of Section 2.7, the Loans (including each Alternative Currency Swingline Loan) comprising each Eurocurrency Borrowing shall bear interest offered by (computed on the Lender making basis of the actual number of days elapsed over a year of 360 days or, in the case of Eurocurrency Loans denominated in Pounds, 365 days) at a rate per annum equal to the sum of (i) the LIBO Rate for the Interest Period in effect for such Loan Borrowing and accepted by (ii) the applicable Borrower pursuant Applicable Percentage for such Loans in effect from time to Section 2.03time. (d) Interest on each Loan shall be payable (i) on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this AgreementAgreement and (ii) in the currency in which such Loan is denominated. The applicable Adjusted LIBO Rate, LIBO Alternate Base Rate or Alternate Base LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of paragraph (c) below and Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is when determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus plus, in the Applicable Percentagecase of (i) Tranche A Term Loans, Revolving Loans, Swingline Loans or Growth Capital Revolving Loans, 1.25%, (ii) Tranche B Term Loans, 1.75% or (iii) Tranche C Term Loans or Tranche D Term Loans, 2.00%. (cb) Subject to the provisions of paragraph (c) below and Section 2.102.07, the Loans comprising each Fixed Rate Loan Eurodollar Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus, in the case of (i) Tranche A Term Loans, Revolving Loans or Growth Capital Revolving Loans, 2.25%, (ii) Tranche B Term Loans, 2.75% or (iii) Tranche C Term Loans or Tranche D Term Loans, 3.00%. (c) Subject to the provisions of Section 2.07, Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, Tranche D Term Loans, Revolving Loans, Swingline Loans and Growth Capital Revolving Loans comprising any ABR Borrowing or Eurodollar Borrowing shall bear interest (computed as set forth in paragraph (a) or (b) above, as applicable) for any date on or after the date of the Borrower's delivery to the Administrative Agent of the Borrower's consolidated financial statements for the second full fiscal quarter of the Borrower commencing after the Closing Date, at a rate of interest offered by per annum equal to the Lender making Alternate Base Rate or the Adjusted LIBO Rate, as applicable, plus the ABR Margin or the LIBOR Margin, as applicable, effective for such Loan and accepted by the applicable Borrower pursuant to Section 2.03.date as set forth on Schedule A. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. The Administrative Agent shall give the Borrower prompt notice of each such determination."

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Eurodollar Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effectRate, and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. Interest on each Eurodollar Borrowing shall be payable on each applicable Interest Payment Date. Each Reference Bank agrees upon the request of the Agent to furnish to the Agent timely information for the purpose of determining the LIBO Rate and the Adjusted LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate. Interest on each ABR Borrowing shall be payable on each applicable Interest Payment Date. The Alternate Base Rate plus shall be determined by the Applicable PercentageAgent, and such determination shall be conclusive absent manifest error. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) . Interest on each Fixed Rate Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate. (d) Subject to the provisions of Section 2.10, LIBO Rate each Swingline Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or Alternate Base Rate for each Interest Period or day within an Interest Period366 days, as the case may be, ) at the Alternate Base Rate. Interest on each Swingline Loan shall be determined payable on each applicable Interest Payment Date. (e) Upon the occurrence and during the continuance of any Event of Default, if the Required Lenders shall so determine, (i) each outstanding Eurodollar Borrowing will, on the last day of the then existing Interest Period therefor, convert into an ABR Borrowing if all such Events of Default shall not have been cured by such time and (ii) the Administrative Agentobligation of the Lenders to make, and such determination or to convert into, Eurodollar Borrowings shall be conclusive absent manifest errorsuspended.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.109.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentagePercentage in respect of ABR Loans in effect from time to time. (cb) Subject to the provisions of Section 2.109.09, the Loans comprising each Fixed Rate Loan Eurocurrency Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in respect of Eurocurrency Loans in effect from time to time. (c) Subject to the provisions of Section 9.09, each Swing Line Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in respect of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant ABR Loans in effect from time to Section 2.03time. (d) Interest on each Loan shall be payable to the Administrative Agent on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, and Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.07, the Loans comprising each Eurocurrency Borrowing ABR Borrowing, including each US Swingline Loan and each Multicurrency Swingline Loan incurred in US Dollars, shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time with respect to such Borrowing. (ib) Subject to the provisions of Section 2.07, the Loans comprising each Canadian Prime Rate Borrowing, including each Multicurrency Swingline Loan incurred in Canadian Dollars, shall bear interest at a rate per annum equal to the case Canadian Prime Rate plus the Applicable Percentage in effect from time to time with respect to such Borrowing. (c) Subject to the provisions of Section 2.07, the Loans comprising each Eurocurrency Revolving Loan, Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time in effect, and with respect to such Borrowing. (iid) in Subject to the case provisions of each Eurocurrency Competitive LoanSection 2.07, the Loans comprising each EURIBOR Borrowing shall bear interest at a rate per annum equal to the Adjusted EURIBOR for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time with respect to such Borrowing. (e) Subject to the provisions of Section 2.07, the Loans comprising each Sterling LIBOR Borrowing shall bear interest at a rate per annum equal to the Adjusted Sterling LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making Applicable Percentage in effect from time to time with respect to such Loan and accepted by the applicable Borrower Borrowing. (f) Interest, including interest payable pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (be computed on the basis of the actual number of days elapsed over a year of 360 days (or, when interest is based on (i) the Canadian Prime Rate or the Alternate Base Rate is determined by reference to the US Prime Rate, over a year of 365 or 366 days, as applicable, or (ii) Sterling LIBOR, over a year of 365 days) equal to and shall be calculated from and including the fixed rate date of interest offered by the Lender making such Loan and accepted by relevant Borrowing to, but excluding, the applicable Borrower pursuant to Section 2.03. (d) date of repayment thereof. Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan Loan, except as otherwise provided in this Agreement. The applicable Adjusted LIBO Alternate Base Rate, LIBO Canadian Prime Rate, Reference Discount Rate or Alternate Base Eurocurrency Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (g) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which such annual rate is to be ascertained, and (z) divided by 360 or 365, as the case may be; (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields. (h) Notwithstanding anything to the contrary contained in the definition of “Interest Period” or elsewhere in this Agreement, (i) each Eurodollar Borrowing of Existing Term Loans existing on the Effective Date immediately prior to the Existing Term Loan Conversion shall, upon the occurrence of the Existing Term Loan Conversion, constitute a new Eurodollar Borrowing of Initial Term Loans for all purposes of this Agreement, (ii) each such new Eurodollar Borrowing of Initial Term Loans shall be subject to the same Interest Period (and Adjusted LIBO Rate) as the Existing Term Loan Borrowing to which it relates (as if no new Eurodollar Borrowing had in fact occurred), which Interest Period shall continue in effect until such Interest Period expires and a new Type of Borrowing is selected in accordance with the provisions of Section 2.10, (iii) each such new Eurodollar Borrowing of Initial Term Loans shall accrue interest in accordance with this Section 2.07 based on the Applicable Percentage for Borrowings of Initial Term Loans set forth in this Agreement and (iv) in connection with the Existing Term Loan Conversion, the Administrative Agent shall (and is hereby authorized to) take all appropriate actions to ensure that all Lenders with outstanding Initial Term Loans (after giving effect to the Existing Term Loan Conversion) participate in each newly-deemed Eurodollar Borrowing of Initial Term Loans based on their respective pro rata shares. (i) Notwithstanding anything to the contrary contained in the definition of “Interest Period” or elsewhere in this Agreement, (i) each Eurodollar Borrowing of Existing Multicurrency Revolving Loans existing on the Effective Date immediately prior to the Existing Multicurrency Revolving Conversion shall, upon the occurrence of the Existing Multicurrency Revolving Conversion, constitute a new Eurodollar Borrowing of Multicurrency Revolving Loans for all purposes of this Agreement, (ii) each such new Eurodollar Borrowing of Multicurrency Revolving Loans shall be subject to the same Interest Period (and Adjusted LIBO Rate) as the Existing Multicurrency Revolving Loan Borrowing to which it relates (as if no new Eurodollar Borrowing had in fact occurred), which Interest Period shall continue in effect until such Interest Period expires and a new Type of Borrowing is selected in accordance with the provisions of Section 2.10, (iii) each such new Eurodollar Borrowing of Multicurrency Revolving Loans shall accrue interest in accordance with this Section 2.07 based on the Applicable Percentage for Borrowings of Multicurrency Revolving Loans set forth in this Agreement and (iv) in connection with the Existing Multicurrency Revolving Conversion, the Administrative Agent shall (and is hereby authorized to) take all appropriate actions to ensure that all Lenders with outstanding Multicurrency Revolving Loans (after giving effect to the Existing Multicurrency Revolving Conversion) participate in each newly-deemed Eurodollar Borrowing of Multicurrency Revolving Loans based on their respective pro rata shares. (j) Notwithstanding anything to the contrary contained in the definition of “Interest Period” or elsewhere in this Agreement, (i) each Eurodollar Borrowing of Existing US Revolving Loans existing on the Effective Date immediately prior to the Existing US Revolving Conversion shall, upon the occurrence of the Existing US Revolving Conversion, constitute a new Eurodollar Borrowing of US Revolving Loans for all purposes of this Agreement, (ii) each such new Eurodollar Borrowing of US Revolving Loans shall be subject to the same Interest Period (and Adjusted LIBO Rate) as the Existing US Revolving Loan Borrowing to which it relates (as if no new Eurodollar Borrowing had in fact occurred), which Interest Period shall continue in effect until such Interest Period expires and a new Type of Borrowing is selected in accordance with the provisions of Section 2.10, (iii) each such new Eurodollar Borrowing of US Revolving Loans shall accrue interest in accordance with this Section 2.07 based on the Applicable Percentage for Borrowings of US Revolving Loans set forth in this Agreement and (iv) in connection with the Existing US Revolving Conversion, the Administrative Agent shall (and is hereby authorized to) take all appropriate actions to ensure that all Lenders with outstanding US Revolving Loans (after giving effect to the Existing US Revolving Conversion) participate in each newly-deemed Eurodollar Borrowing of US Revolving Loans based on their respective pro rata shares.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageABR Spread in effect at such time with respect to such Loans. Swingline Loans shall bear interest at the rate applicable to ABR Revolving Loans. (cb) Subject to the provisions of Section 2.102.07, the Loans comprising each Fixed Rate Loan Eurodollar Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed rate of interest offered by Adjusted LIBO Rate for the Lender making Interest Period in effect for such Loan and accepted by Borrowing plus the applicable Borrower pursuant LIBOR Spread in effect at such time with respect to Section 2.03such Loans. (dc) Interest So long as no Event of Default shall have occurred and be continuing, on each Loan occasion that, as of the last day of any fiscal quarter ending after the date that is six months after the Closing Date, the ratio (the "Consolidated Leverage Ratio") of (i) the Indebtedness of JSC and its consolidated Subsidiaries on such date to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date shall fall within one of the Categories set forth on the table below, the Commitment Fee Percentage, the ABR Spread and the LIBOR Spread in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans shall be payable automatically changed, if necessary, to reflect the percentages indicated for such Category on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Ratethe table below under the caption "Tranche A/Revolver ABR Spread", LIBO Rate "Tranche A/Revolver LIBOR Spread", "Tranche B ABR Spread", "Tranche B LIBOR Spread" or Alternate Base Rate for each Interest Period or day within an Interest Period"Commitment Fee Percentage", as the case may be, shall with any such change to be determined by effective (x) in the case of the Commitment Fee Percentage, with respect to the unused amounts of the Commitments on and after the date of delivery to the Administrative AgentAgent of the certificate described in Section 6.04(d) relating to such fiscal quarter, (y) in the case of the applicable ABR Spread, with respect to all ABR Loans outstanding on and after the date of delivery to the Administrative Agent of such determination shall be conclusive absent manifest errorcertificate and (z) in the case of the applicable LIBOR Spread, with respect to all Loans made on and after the date of delivery to the Administrative Agent of such certificate.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Borrowing and Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan or Eurodollar Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effectPercentage, and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Competitive Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. Interest on each Eurocurrency Borrowing and Eurodollar Borrowing shall be payable on each applicable Interest Payment Date. The LIBO Rate for each Interest Period shall be determined by the Agent in accordance with the definition of LIBO Rate herein. The Agent shall promptly advise the applicable Borrower and each Lender, as appropriate, of such determination. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each CD Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted CD Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage. Interest on each CD Borrowing shall be payable on each applicable Interest Payment Date. The Adjusted CD Rate for each Interest Period shall be determined by the Agent in accordance with the definition of Adjusted CD Rate herein. The Agent shall promptly advise the Borrower and each Lender of such determination. (c) Subject to the provisions of Section 2.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of (i) 365 or 366 days, as the case may be, for periods during any period in which the Alternate Base Rate is determined by reference to based on the Prime Rate, and (ii) 360 days, during any period in which the Alternate Base Rate and 360 days for other periodsis based on the Base CD Rate or the Federal Funds Effective Rate) at a rate per annum equal to the Alternate Base Rate. Interest on each ABR Borrowing shall be payable on each applicable Interest Payment Date. The Alternate Base Rate plus shall be determined by the Applicable PercentageAgent in accordance with the definition of Alternate Base Rate herein. (cd) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Eurodollar Standard Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effectSpread, and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus) the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.09, the CD Loans comprising each CD Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the CD Rate for the Interest Period in effect for such Borrowing plus the Applicable Spread. (c) Subject to the provisions of Section 2.09, the ABR Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is when determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus in effect from time to time during the Applicable PercentageInterest Period applicable to such ABR Borrowing. (cd) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (de) Interest Subject to the provisions of Section 2.09, interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementLoan. The applicable LIBO Rate and Adjusted LIBO Rate, LIBO the CD Rate and Adjusted CD Rate or the Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, Period shall be determined by the Administrative AgentAgent in accordance with the terms and conditions of this Agreement, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.12, the Loans comprising each Eurocurrency Borrowing shall bear ABR Loan (including any Swingline Loan that is not bearing interest (computed on the basis of the actual number of days elapsed over a year of 360 days) ---- at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered quoted by the Swingline Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. in accordance with paragraph (bd) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing below) shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to sum of the Alternate Base Rate plus the Applicable PercentageMargin. Interest on each ABR Loan shall be payable on each applicable Interest Payment Date. The Alternate Base Rate shall be determined by the Servicing Agent, and such determination shall be conclusive absent manifest error. (b) Subject to the provisions of Section 2.12, (i) each LIBOR Loan (other ---- than a LIBOR Competitive Loan) shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the LIBO Rate for the Interest Period in effect for such Loan plus the Applicable Margin, and (ii) each LIBOR Competitive Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the LIBO Rate for the Interest Period in effect for such Competitive Loan plus (or minus, as applicable) the Margin offered by the Lender making such Competitive Loan and accepted by the Borrower pursuant to Section 2.03. Interest on each LIBOR Loan shall be payable on each applicable Interest Payment Date (and, in the case of Revolving Loans, upon termination of the Commitments). The LIBO Rate for each Interest Period shall be determined by the Servicing Agent, and such determination shall be conclusive absent manifest error. The Servicing Agent shall promptly advise the Borrower and each applicable Lender of such determination. (c) Subject to the provisions of Section 2.102.12, each Fixed Rate Loan ---- shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days (or, in the case of Loans denominated in (A) Sterling, over a year of 365 or 366 days, or (B) any Alternative Currency other than Sterling or Euros, on the basis customarily used for borrowings between banks in the principal market for such Alternative Currency)), at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for the Borrowing of which such Borrowing Loan is part plus the Applicable Percentage Margin from time to time in effecteffect plus, at any time after the Termination Date, a term-out premium of 0.250% per annum and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for the Borrowing of which such Borrowing Loan is a part plus the Competitive Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may beappropriate, for periods during which the Alternate Base Rate is when determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus plus, at any time after the Applicable PercentageTermination Date, a term-out premium of 0.250% per annum. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.08, the Loans comprising each Eurocurrency ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time. (b) Subject to the provisions of Section 2.08, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time in effecttime, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (bc) Subject to the provisions of Section 2.102.08, the Loans comprising each ABR Borrowing Fixed Rate Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as (including the case may be, for periods during which first day but excluding the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periodslast day) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement; provided that (i) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (ii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. The applicable Adjusted LIBO Rate, LIBO Alternate Base Rate or Alternate Base LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, each Prime Rate Loan shall bear interest (computed on the Loans comprising basis of the actual number of days elapsed over a year of 365/366 days, as applicable) at a rate per annum that shall be equal to the then Prime Rate, plus the Applicable Margin for Prime Rate Loans; provided, however, that subject to Section 2.10, each Eurocurrency Borrowing Prime Rate Loan which constitutes a Stretch Subfacility Revolving Loan shall, so long as it continues to so constitute a Stretch Subfacility Revolving Loan, bear interest (computed on the basis of the actual number of days elapsed over a year of 365/366 days, as applicable) at a rate per annum that shall be equal to the then Prime Rate plus 3.75%. (b) Subject to Section 2.10, each LIBO Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal equal, during each Interest Period applicable thereto, to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the such Interest Period in effect for such Borrowing Period, plus the Applicable Percentage from time Margin for LIBO Loans; provided, however, that, subject to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10, each Fixed Rate LIBO Loan shall which constitutes a Stretch Subfacility Revolving Loan shall, so long as it continues to so constitute a Stretch Subfacility Revolving Loan, bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal during each Interest Period applicable thereto, to the fixed rate of interest offered by the Lender making Adjusted LIBO Rate for such Loan and accepted by the applicable Borrower pursuant to Section 2.03Interest Period, plus 5.00%. (dc) Interest Accrued interest on each Loan all Revolving Loans shall be payable in arrears on each Interest Payment Date applicable thereto, at maturity (whether by acceleration or otherwise), after such maturity on demand and (with respect to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate Loans) upon any repayment or Alternate Base Rate for each Interest Period or day within an Interest Period, as prepayment thereof (on the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest erroramount prepaid).

Interest on Loans. (a) Subject to the provisions of Section 2.102.08 hereof, the Loans comprising each Eurocurrency ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate. If the amount of interest payable in respect of any interest computation period is limited to the Highest Lawful Rate in accordance with the definition of Alternate Base Rate, and the amount of interest payable in respect of any subsequent interest computation period would be less than the Maximum Amount, then the amount of interest payable in respect of such subsequent interest computation period shall be automatically increased to the Maximum Amount; PROVIDED that at no time shall the aggregate amount by which interest paid has been increased pursuant to this sentence exceed the aggregate amount by which interest has been reduced had the Alternate Base Rate not been limited to the Highest Lawful Rate. (b) Subject to the provisions of Section 2.08 hereof, the Loans and Competitive Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time in effecttime, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Competitive Borrowing plus the Margin offered by the Lender making such Competitive Loan and accepted by the applicable Borrower pursuant to Section 2.032.03 hereof. (bc) Subject to the provisions of Section 2.102.08 hereof, the Loans comprising each ABR Borrowing Fixed Rate Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 360 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Fixed Rate Loan and accepted by the applicable Borrower pursuant to Section 2.032.03 hereof. (d) Interest on each Loan or Competitive Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan or Competitive Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.105.3, the Loans comprising each Eurocurrency Borrowing Alternate Base Rate Loan shall bear interest at a rate per annum, equal to the lesser of (i) the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans and (ii) the Highest Lawful Rate (if the Alternate Base Rate is based on the Prime Rate, computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be; or if the Alternate Base Rate is based on the Federal Funds Effective Rate or the LIBO Rate, computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03). (b) Subject to the provisions of Section 2.105.3, the Loans comprising each ABR Borrowing Comerica Prime Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base lesser of (i) the Comerica Prime-based Rate plus in effect from time to time and (ii) the Applicable PercentageHighest Lawful Rate. (c) Subject to the provisions of Section 2.105.3, (i) each Fixed Eurodollar, Eurocurrency or Pounds Sterling Loan which is an Acquisition Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days for Eurocurrency and Eurodollar Loans and 365 days for Pounds Sterling Loans) equal to the lesser of (1) the LIBO Rate, Eurocurrency Rate or Pounds Sterling Rate, respectively, for the Interest Period in effect for such Loan plus the Applicable Margin for such Loans, and each change in the Applicable Margin shall apply to all such Loans that are outstanding during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change, even if the effective date occurs in the middle of an Interest Period and (2) the Highest Lawful Rate; and (ii) each Eurodollar Loan which is a Floor Plan Loan (excluding Swing Line Loans) shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate lesser of interest offered by (1) LIBO Rate for the Lender making Interest Period in effect for such Loan plus: (A) 1.50% if such Loan is to finance New Motor Vehicles, Demonstrators or Rental Motor Vehicles or (B) 1.75% if such Loan is to finance Used Motor Vehicles or Program Cars and accepted by (2) the applicable Borrower pursuant to Section 2.03Highest Lawful Rate. (d) Interest on each Swing Line Loan to which the Quoted Rate applies at Borrower’s option and Swing Line Overdraft Loan and Drafts shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the lesser of (i) the Quoted Rate for the Interest Period in effect for such Loan and (ii) the Highest Lawful Rate. (e) Interest on each Acquisition Loan, each Swing Line Loan and each Floor Plan Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Eurocurrency Rate or Pounds Sterling Rate and the Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, the Comerica Prime-based Rate shall be determined by the Floor Plan Agent, and the Quoted Rate shall be determined by the Swing Line Bank, and such determination determinations shall be conclusive absent manifest error. The Agent or Floor Plan Agent, as applicable, shall promptly advise the Borrowers and each Lender of each such determination.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Revolving Loans comprising each Eurocurrency Term Benchmark Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) Adjusted Term SOFR, in the case of each Eurocurrency Revolving Loana Term Benchmark Borrowing denominated in Dollars or the EURIBO Rate, in the Adjusted LIBO Rate case of a Term Benchmark Borrowing denominated in Euros, for the Interest Period in effect for such Borrowing plus the Applicable Percentage for Term Benchmark Loans from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (ba) Subject to the provisions of Section 2.102.09, the Revolving Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentagePercentage for ABR Loans from time to time in effect. (cb) Subject to the provisions of Section 2.102.09, the Swing Line Loans comprising each Fixed Rate Loan Swing Line Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed rate EURIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage for Term Benchmark Loans from time to time in effect. For the period from the date of such Swing Line Borrowing and ending on the date the Lenders fund their participations in such Swing Line Loan in accordance with Section 2.22(d), such interest offered by shall be for the Lender making such Loan and accepted by sole account of the applicable Borrower pursuant to Section 2.03Swing Line Lenders. (dc) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO RateTerm SOFR, LIBO Alternate Base Rate or Alternate Base EURIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.. AMERICAS/2023579349.7 37

Interest on Loans. (a) Subject to the provisions of Section 2.102.08, the Loans comprising each Eurocurrency ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate in effect from time to time. (b) Subject to the provisions of Section 2.08, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Term Loan and Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time in effecttime, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (bc) Subject to the provisions of Section 2.102.08, the Loans comprising each ABR Borrowing Fixed Rate Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as (including the case may be, for periods during which first day but excluding the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periodslast day) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement; provided that (i) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (ii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. The applicable Adjusted LIBO Rate, LIBO Alternate Base Rate or Alternate Base LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Eurodollar Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effectRate, and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. Interest on each Eurodollar Borrowing shall be payable on each applicable Interest Payment Date. The LIBO Rate for each Interest Period shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. The Administrative Agent shall promptly (but in any event no later than 10:30 A.M. two Business Days prior to the commencement of such Interest Period) (A) advise the Borrower and each Lender, as appropriate, of such determination and (B) upon the request of the Borrower, provide the Borrower with the calculations and relevant factors supporting such determination. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is when determined by with reference to the Prime Rate and over a year of 360 days for in all other periodscases) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. Interest on each ABR Borrowing shall be payable on each applicable Interest Payment Date. The Alternate Base Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. The Administrative Agent shall promptly (but in any event no later than 11:30 A.M. on the day of each ABR Borrowing) (A) advise the Borrower and each Lender of such determination and (B) upon the request of the Borrower, provide the Borrower with the calculations and relevant factors supporting such determination. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) . Interest on each Fixed Rate Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.12, the Loans comprising each Eurocurrency LIBOR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days, 365 days in the case of Loans denominated in Australian Dollars, Canadian Dollars, New Zealand Dollars and Pounds, or, in the case of Loans denominated in other Optional Currencies as to which market practice differs from the foregoing, in accordance with such market practice) at a rate per annum equal to (i) in the case of each Eurocurrency LIBOR Revolving Credit Loan, the Adjusted LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Applicable Percentage applicable LIBOR Spread from time to time in effect, effect and (ii) in the case of each Eurocurrency LIBOR Competitive Loan, the LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower or the relevant Subsidiary Borrower pursuant to Section 2.032.7. Interest on each LIBOR Borrowing shall be payable on each applicable Interest Payment Date. (b) Subject to the provisions of Section 2.102.12, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentageapplicable margin, if any, for ABR Loans from time to time in effect pursuant to Section 2.24. (c) Subject to the provisions of Section 2.102.12, each Fixed Rate Competitive Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower or the relevant Subsidiary Borrower pursuant to Section 2.032.7. (d) Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementLoan. The applicable Adjusted LIBO Rate, LIBO Rate LIBOR or the Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, Period shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (e) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “LIBOR” or with respect to any comparable or successor rate thereto (except such as shall result from the gross negligence or willful misconduct of the Administrative Agent as determined by a final and non-appealable judgment of a court of competent jurisdiction).

Interest on Loans. (a) Subject to the provisions of Section 2.102.07, the Loans comprising each Eurocurrency ABR Borrowing, including each Swingline Loan, shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time. (b) Subject to the provisions of Section 2.07, the Loans comprising each LIBOR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03time. (bc) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Alternative Currency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 360 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate Adjusted EURIBOR for the Interest Period in effect for such Borrowing plus the Applicable Percentage. (c) Subject Percentage in effect from time to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03time. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Alternate Base Rate, LIBO Rate Adjusted LIBOR or Alternate Base EURIBOR Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (e) On the Tranche B Term Loan Draw Date, the interest rate (and Applicable Percentage) applicable to the Tranche A Term Loans shall be reset to the greater of (i) the interest rate (and Applicable Percentage) applicable to the Tranche A Term Loans on the Tranche B Term Loan Draw Date and (ii) the interest rate (and Applicable Percentage) applicable to the Tranche B Term Loans, and all other Applicable Percentages for Tranche A Term Loans of any type shall be automatically deemed to be adjusted by a like percentage.

Interest on Loans. (a) Subject to the provisions of Section 2.10‎Section 2.07, (x) the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the outstanding Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. Margin and (cy) Subject to the provisions of Section 2.10, outstanding Loans comprising each Fixed Canadian Base Rate Loan Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed rate of interest offered by Canadian Base Rate plus the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03Applicable Margin. (db) Subject to the provisions of Section 2.07, (i) the Loans comprising each Term SOFR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Term SOFR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin, (ii) the Loans comprising each Term CXXXX Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Term CXXXX Reference Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin and (iii) the Loans comprising each Daily Simple SOFR Borrowing and each Daily Compounded CXXXX Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to Daily Simple SOFR or Daily Compounded CXXXX, as applicable, for such Borrowing plus the Applicable Margin. (c) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The Subject to Section 2.08, the applicable Adjusted LIBO Alternate Base Rate, LIBO Rate Canadian Base Rate, Term SOFR Rate, Daily Simple SOFR, Daily Compounded CXXXX or Alternate Base Term CXXXX Reference Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto. Interest on Loans denominated in dollars shall be conclusive absent manifest errorpayable in dollars, and interest on Loans denominated in an Alternative Currency shall be payable in such Alternative Currency.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect.095% per annum, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus) the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03, (iii) in the case of each Eurocurrency Alternate Currency Loan, the LIBO Rate for the Interest Period in effect for such Loan plus the spread specified in or pursuant to the applicable Alternate Currency Addendum (or, if no such spread shall be specified, .095% per annum) and (iv) in the case of each Swingline Loan, a per annum money market rate quoted by the Swingline Lender plus 0.50% per annum (computed on the basis of the actual number of days elapsed over a year of 360 days). (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Subject to the provisions of Section 2.10, the Loans comprising each Alternate Currency Borrowing (other than a Eurocurrency Borrowing) shall bear interest at the rate or rates per annum and calculated in the manner specified in or pursuant to the applicable Alternate Currency Addendum. (e) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementAgreement or in an applicable Alternate Currency Addendum. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate or money market rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageABR Spread in effect at such time, subject to adjustment pursuant to Section 2.06(c). (cb) Subject to the provisions of Section 2.102.07, the Loans comprising each Fixed Rate Loan Eurodollar Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed rate of interest offered by Adjusted LIBO Rate for the Lender making Interest Period in effect for such Loan and accepted by Borrowing plus the applicable Borrower LIBOR Spread in effect from time to time, subject to adjustment pursuant to Section 2.032.06(c). (c) So long as no Default or Event of Default shall have occurred and be continuing, the Interest Rate Spreads in respect of Term Loans and, after the first anniversary of the Closing Date, the Interest Rate Spreads in respect of Revolving Loans shall be reduced by 0.25% at any time that the Facilities or the Series II Tranche A Exchange Notes, as the case may be, are rated at least Ba2 by Moody's or BB by Standard & Poor's so long as the Facilities or the Series II Tranche A Exchange Notes, as the case may be, are rated at least Ba3 by Moody's and BB- by Standard & Poor's at such time. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive presumptively correct absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032.03 and (iii) in the case of each Eurocurrency Local Currency Loan, the LIBO Rate for the Interest Period in effect for such Loan plus any spread specified in the applicable Local Currency Addendum (or, if no such spread shall be specified, the Applicable Percentage from time to time in effect). (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Subject to the provisions of Section 2.09, any Local Currency Loan that is not a Eurocurrency Loan shall bear interest at the rate or rates per annum set forth in the applicable Local Currency Addendum. (e) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementAgreement or in an applicable Local Currency Addendum. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.07 hereof, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate. If the amount of interest payable in respect of any interest computation period is limited to the Highest Lawful Rate plus in accordance with the Applicable Percentagedefinition of Alternate Base Rate, and the amount of interest payable in respect of any subsequent interest computation period would be less than the Maximum Amount, then the amount of interest payable in respect of such subsequent interest computation period shall be automatically increased to the Maximum Amount; provided that at no time shall the aggregate amount by which interest paid has been increased pursuant to this sentence exceed the aggregate amount by which interest has been reduced had the Alternate Base Rate not been limited to the Highest Lawful Rate. (cb) Subject to the provisions of Section 2.102.07 hereof, the Loans comprising each Fixed Rate Loan Eurodollar Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed rate Adjusted LIBO Rate for the Interest Period in effect for such Borrowing. If the amount of interest offered payable in respect of any interest computation period is limited to the Highest Lawful Rate in accordance with the definition of Adjusted LIBO Rate, and the amount of interest payable in respect of any subsequent interest computation period would be less than the Maximum Amount, then the amount of interest payable in respect of such subsequent interest computation period shall be automatically increased to the Maximum Amount; provided that at no time shall the aggregate amount by the Lender making such Loan and accepted by the applicable Borrower which interest paid has been increased pursuant to Section 2.03this sentence exceed the aggregate amount by which interest has been reduced had the Adjusted LIBO Rate not been limited to the Highest Lawful Rate. (dc) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject Borrowers may from time to time elect to have either of the following pricing options apply to the outstanding principal balance of the Loans: (i) Adjusted LIBOR (if available to Lender) or (ii) the Adjusted Prime Rate; provided, however, that during the continuance of an Event of Default, Borrowers shall not have the right to select the Adjusted LIBOR pricing option. If at any time more than one pricing option is in effect, then, notwithstanding any contrary request or direction by Borrower, each pricing option shall be allocated among all Loans on a pro rata basis, so that the principal balance of any particular Loan to which such pricing option applies shall bear the same proportion to the entire outstanding principal balance of that Loan as the principal balance of the Loans (in the aggregate) to which such pricing option applies bears to the outstanding principal balance of the Loans (in the aggregate). An example of such application of pricing options to the Loans is set forth in Schedule 2.04 annexed hereto. (b) Borrowers shall elect to have one of the foregoing pricing options apply to the outstanding principal balance of the Loans by providing written notice of such election to Lender. In the case of an election to have all or any portion of the Loans bear interest at Adjusted LIBOR, Borrowers shall notify Lender (by telephone followed by prompt written confirmation of such election), such notice to be received by Lender by 11:00 a.m. (Eastern time) not less than two (2) Business Days prior to the effective date of such rate in the principal amount of the Loan. Doc #1273038 (c) If Borrowers elect to have all or any portion of the Loans bear interest at Adjusted LIBOR, Borrowers shall also select an interest period (an "Interest Period") of 30, 60, 90, 120 (to the extent available), 180 or 360 (to the extent available) days and, during that period, any prepayment of the affected portion of the Loans shall be made subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of subsection (c) below and Section 2.102.4, the Loans comprising each Eurocurrency Borrowing Term Loan which is an ABR Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Alternate Base Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.031-1/2%. (b) Subject to the provisions of subsection (c) below and Section 2.102.4, the Loans comprising each ABR Borrowing Term Loan which is a Eurodollar Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 360 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal equal, during each Interest Period applicable thereto, to the Alternate Base Adjusted LIBOR Rate for such Interest Period in effect for such Term Loan plus the Applicable Percentage2-1/2%. (c) Subject to Section 2.4, if the provisions Borrower fails to reduce the principal amount of Section 2.10the Term Loans in an aggregate amount of no less than $10,000,000 by December 31, 2000 with the Net Cash Proceeds from the sale, refinancing or sale-leaseback of any Property of the type described in item (i)(B) of the definition of CIBC Collateral (and which is permitted under this Agreement), then, from and after January 1, 2001 (i) each Fixed Rate Term Loan which is an ABR Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed Alternate Base Rate plus 1-3/4%; and (ii) each Term Loan which is a Eurodollar Loan shall bear interest at a rate per annum (computed on the basis of interest offered by the Lender making actual number of days elapsed over a year of 360 days) equal, during each Interest Period applicable thereto, to the Adjusted LIBOR Rate for such Interest Period in effect for such Term Loan and accepted by the applicable Borrower pursuant to Section 2.03plus 2-3/4%. (d) Interest Accrued interest on each Loan all Terms Loans shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Ratethereto, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Periodon the Maturity Date, as after the case may be, shall be determined by the Administrative AgentMaturity Date on demand, and such determination shall be conclusive absent manifest errorupon any repayment or prepayment thereof (on the amount prepaid).

Interest on Loans. (a) Subject to the provisions of Section 2.102.07, the Eurocurrency Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time Spread. 18 15 (b) Subject to time in effect, and (ii) in the case provisions of each Eurocurrency Competitive LoanSection 2.07, the LIBO CD Loans comprising each CD Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the CD Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03Applicable Spread. (bc) Subject to the provisions of Section 2.102.07, the ABR Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is when determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate in effect from time to time during the Interest Period in effect for such ABR Borrowing plus the Applicable PercentageSpread. (cd) Subject to the provisions of Section 2.102.07, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan; provided that interest on ABR Loans shall be payable on the last day of each fiscal quarter. Interest on each Loan except as otherwise provided shall be payable in this Agreementthe currency of such Loan. The applicable LIBO Rate and Adjusted LIBO Rate, LIBO the CD Rate and Adjusted CD Rate or the Alternate Base Rate Rate, as the case may be, for each Interest Period or day within an Interest Period, as the case may be, Period shall be determined by the Administrative AgentApplicable Agent in accordance with the terms and conditions of this Agreement, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.105.3, the Loans comprising each Eurocurrency Borrowing Alternate Base Rate Loan shall bear interest at a rate per annum, equal to the lesser of (i) the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans and (ii) the Highest Lawful Rate (if the Alternate Base Rate is based on the Prime Rate, computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be; or if the Alternate Base Rate is based on the Federal Funds Effective Rate, computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03). (b) Subject to the provisions of Section 2.105.3, the Loans comprising each ABR Borrowing Comerica Prime Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base lesser of (i) the Comerica Prime-based Rate plus in effect from time to time and (ii) the Applicable PercentageHighest Lawful Rate. (c) Subject to the provisions of Section 2.105.3, (i) each Fixed Rate Eurodollar Loan which is an Acquisition Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate lesser of interest offered by (1) the Lender making LIBO Rate for the Interest Period in effect for such Loan plus the Applicable Margin for Eurodollar Loans, and accepted by each change in the applicable Borrower pursuant Applicable Margin shall apply to Section 2.03all Eurodollar Loans that are outstanding during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change, even if the effective date occurs in the middle of an Interest Period and (2) the Highest Lawful Rate; and (ii) each Eurodollar Loan which is a Floor Plan Loan (excluding Swing Line Loans) shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the lesser of (1) LIBO Rate for the Interest Period in effect for such Loan plus: (A) 1.00% if such Loan is to finance New Motor Vehicles, Demonstrators or Rental Motor Vehicles or (B) 1.125% if such Loan is to finance Used Motor Vehicles or Program Cars and (2) the Highest Lawful Rate. (d) Interest on each Swing Line Loan to which the Quoted Rate applies at Borrower’s option and Swing Line Overdraft Loan and Drafts shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the lesser of (i) the Quoted Rate for the Interest Period in effect for such Loan and (ii) the Highest Lawful Rate. (e) Interest on each Acquisition Loan, each Swing Line Loan and each Floor Plan Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or and the Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, the Comerica Prime-based Rate shall be determined by the Floor Plan Agent, and the Quoted Rate shall be determined by the Swing Line Bank, and such determination determinations shall be conclusive absent manifest error. The Agent or Floor Plan Agent, as applicable shall promptly advise the Borrowers and each Lender of each such determination.

Interest on Loans. (a) Subject to the provisions of Section 2.102.08, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period Spread in effect for at such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03time. (b) Subject to the provisions of Section 2.102.08, the Loans comprising each CD Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted CD Rate for the Interest Period in effect plus the Applicable Spread in effect at such time. (c) Subject to the provisions of Section 2.08, the Loans comprising each ABR Borrowing shall bear interest (if the Alternate Base Rate is based on the Prime Rate, computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which or if the Alternate Base Rate is determined by reference to based on the Prime Base CD Rate and 360 days for other periods) at a rate per annum equal to or the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10Federal Funds Effective Rate, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03Alternate Base Rate. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Adjusted CD Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032.03 and (iii) in the case of each Eurocurrency Local Currency Loan, the LIBO Rate for the Interest Period in effect for such Loan plus any spread specified in the applicable Local Currency Addendum. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Subject to the provisions of Section 2.09, any Local Currency Loan that is not a Eurocurrency Loan shall bear interest at the rate or rates per annum set forth in the applicable Local Currency Addendum. (e) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementAgreement or in an applicable Local Currency Addendum. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10, each Fixed Rate LIBOR Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by LIBO Rate for the Lender making Interest Period in effect for such Loan and accepted by Loan, plus the applicable Borrower pursuant to Section 2.03. (d) Applicable Margin. Interest on each LIBOR Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreementthereto. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (b) Subject to the provisions of Section 2.10, each Certificate of Deposit Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the Adjusted CD Rate for the Interest Period in effect for such Loan, plus the Applicable Margin. Interest on each Certificate of Deposit Loan shall be payable on each Interest Payment Date applicable thereto. The applicable Adjusted CD Rate for each Interest Period shall be determined by the Agent, and such determination shall be conclusive absent manifest error. (c) Subject to the provisions of Section 2.10, each Alternate Base Loan shall bear interest at a rate per annum (if the Alternate Base Rate is based on the Prime Rate, computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, or, if the Alternate Base Rate is based on the Base CD Rate or the Federal Funds Effective Rate, computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the Alternate Base Rate. Interest on each Alternate Base Loan shall be payable on each Interest Payment Date applicable thereto. The applicable Alternate Base Rate during each Interest Period shall be determined by the Agent, and such determination shall be conclusive absent manifest error. (d) Subject to the provisions of Section 2.10, each Competitive Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the Competitive Fixed Rate or Competitive LIBO Rate offered by the Bank making such Competitive Loan and accepted by the Company pursuant to Section 2.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, effect and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.08, the Loans comprising each Eurocurrency ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time. (b) Subject to the provisions of Section 2.08, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage Margin in effect from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (bc) Subject to the provisions of Section 2.102.08, the Loans comprising each ABR Borrowing Fixed Rate Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 360 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Eurodollar Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The applicable Adjusted LIBO Rate, LIBO Alternate Base Rate or Alternate Base Eurodollar Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.08, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans each Swingline Loan comprising each an ABR Borrowing shall bear interest for each day from the date such Loan is made until it is paid in full (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is be when determined by reference to the Prime Rate and 360 days for other periodsRate) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageMargin. So long as any ABR Borrowing is outstanding, the Administrative Agent shall promptly notify the Borrower of any change in the Prime Rate. (cb) Subject to the provisions of Section 2.102.08, each Fixed Rate Revolving Loan comprising a Eurodollar Borrowing shall bear interest at a rate per annum for each day from the date such Loan is made until it is paid in full (computed on the basis of the actual number of days elapsed over a year of 360 days, except for interest on Loans denominated in British pounds sterling which shall be calculated for actual days elapsed on the basis of a 365 day year or otherwise in accordance with relevant market practice) at a rate per annum equal to the fixed rate Adjusted LIBO Rate for the Interest Period in effect for such Borrowing, plus the Applicable LIBOR Margin in effect from time to time for such Class of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03Loan. (dc) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan Loan, except as otherwise provided in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative AgentAgent in good faith, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 daysdays (or 365 days in the case of Eurocurrency Loans denominated in Sterling)) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Eurocurrency Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage for Eurocurrency Loans from time to time in effect, ; and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Eurocurrency Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Base Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentagePercentage for Base Rate Loans. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Eurocurrency Rate, LIBO Eurocurrency Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.07, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effectMargin, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower determined pursuant to Section 2.03paragraph (d) below. (b) Subject to the provisions of Section 2.10, 2.07 the Loans comprising each ABR Base Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageMargin. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Eurodollar Loan shall be payable on each Interest Payment Date applicable to such Loan shall, except as otherwise provided in this Agreement, be payable on the last day of the Interest Period applicable thereto and, in case of a Eurodollar Loan with an Interest Period of more than three months’ duration, each day that would have been an interest payment date for such Loan had successive Interest Periods of three months’ duration been applicable to such Loan, and on the Termination Date or any earlier date on which this Agreement is, pursuant to its terms and conditions, terminated. Interest on each Base Rate Loan shall be payable quarterly in arrears on the last Business Day of each March, June, September and December, except as otherwise provided in this Agreement and on the Termination Date or any earlier date on which this Agreement is, pursuant to its terms and conditions, terminated. The applicable Adjusted LIBO Rate, LIBO Eurodollar Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (d) As used herein, “Applicable Margin” shall mean the sum of (i) the applicable percentage per annum specified in the table below, to be determined based upon the Ratings received from S&P and Mxxxx’x by Weyerhaeuser, (ii) the Utilization Fee, and (iii) if applicable, the Term-Out Premium. The applicable percentage referred to in Clause (i) of the immediately preceding sentence shall be determined based upon the Ratings, as follows: S&P: A- or better BBB+ BBB BBB- Below BBB- Mxxxx’x: A3 or better Bxx0 Xxx0 Xxx0 Below Baa3 Eurodollar Loan: 0.5250 % 0.6250 % 0.8500 % 1.0500 % 1.5000 % Base Rate Loan: 0.0000 % 0.0000 % 0.0000 % 0.0500 % 0.5000 % The Applicable Margin shall change effective as of the date on which the applicable rating agency announces any change in its Ratings. In the event either S&P or Mxxxx’x shall withdraw or suspend its Ratings, the remaining Rating announced by either S&P or Mxxxx’x, as the case may be, shall apply. In the event neither agency shall provide a Rating, the Applicable Margin shall be based on the lowest rating provided above. If the Ratings by S&P and Mxxxx’x are split so that two consecutive Levels (as defined in the table above) apply, the higher of those Ratings shall determine the Applicable Margin. If the Ratings by S&P and Mxxxx’x are split so that the applicable Levels in the table above are separated by only one intermediate Level, then such intermediate Level shall determine the Applicable Margin. If the Ratings by S&P and Mxxxx’x are split so that the applicable Levels in the table above are separated by two intermediate Levels, then the intermediate Level representing the lowest Rating shall determine the Applicable Margin. The Applicable Margin shall be calculated by the Administrative Agent, which calculation absent manifest error shall be final and binding on all parties.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and ; (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03; and (iii) in the case of each Eurocurrency Local Currency Loan, the LIBO Rate for the Interest Period in effect for such Loan plus any spread specified in the applicable Local Currency Addendum (or, if no such spread shall be specified, the Applicable Percentage from time to time in effect). (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Subject to the provisions of Section 2.09, any Local Currency Loan that is not a Eurocurrency Loan shall bear interest at the rate or rates per annum set forth in the applicable Local Currency Addendum. (e) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementAgreement or in an applicable Local Currency Addendum. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.07, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Term Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which and calculated from and including the Alternate Base Rate is determined by reference date of such Borrowing to but excluding the Prime Rate and 360 days for other periodsdate of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageMargin. (cb) Subject to the provisions of Section 2.102.07, the Term Loans comprising each Fixed Rate Loan Eurodollar Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 daysdays and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof if made in accordance with Section 2.19) at a rate per annum equal to the fixed Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Subject to the provisions of Section 2.07, the Term Loans comprising each CDOR Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof if made in accordance with Section 2.19) at a rate of interest offered by per annum equal to the Lender making CDOR Rate for the Interest Period in effect for such Loan and accepted by Borrowing plus the applicable Borrower pursuant to Section 2.03Applicable Margin. (d) Subject to the provisions of Section 2.07, the Term Loans comprising each Canadian Prime Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof if made in accordance with Section 2.19) at a rate per annum equal to the Canadian Prime Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (e) Interest on each Term Loan shall be payable on each the Interest Payment Date Dates applicable to such Term Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate, Adjusted LIBO Rate, LIBO Canadian Prime Rate or Alternate Base CDOR Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (i) For purposes of the Interest Act (Canada), and to the extent applicable, whenever any interest is calculated on the basis of a period of time other than a year of 365 or 366 days, as applicable, the annual rate of interest to which each rate of interest utilized pursuant to such calculation is equivalent is such rate so utilized 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 used in such calculation. For the purposes of the Interest Act (Canada), the principle of deemed reinvestment of interest will not apply to any interest calculation under the Loan Documents, and the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields. (ii) If any provision of this Agreement or any of the other Loan Documents would obligate the Canadian Borrower to make any payment of interest (for purposes of Section 347 of the Criminal Code (Canada)) or other amount payable to any Lender under any Loan Documents 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 a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, if any payment, collection or demand pursuant to this Agreement or any of the other Loan Documents in respect of such interest is determined to be contrary to the provisions of the Criminal Code (Canada), such payment, collection, or demand shall be deemed to have been made by mutual mistake of the affected Lender and Canadian Borrower and that 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 law or result in a receipt by that Lender of interest at a criminal rate, the adjustment to be effected, to the extent necessary, (A) first, by reducing the amount or rate of interest required to be paid to the affected Lender under this Section 2.06 and (B) 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 Section 347 of the Criminal Code (Canada). (iii) Notwithstanding clause (f)(ii), and after giving effect to all adjustments contemplated thereby, if any Lender shall have received an amount in excess of the maximum permitted by the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the affected Lender, to obtain reimbursement from that Lender in an amount equal to the excess, and pending reimbursement, the amount of the excess shall be deemed to be an amount payable by that Lender to Canadian Borrower. (iv) Any amount or rate of interest referred to in this Section 2.06(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term of this Agreement on the assumption that any charges, fees or expenses that fall within the meaning of interest (as defined in the Criminal Code (Canada)) shall be prorated over that period of time and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of that determination. (g) Notwithstanding anything herein to the contrary, but subject to Section 2.06(f), if at any time the interest rate applicable to any Term Loan, together with all fees, charges and other amounts which are treated as interest on such Term Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Term Loan or participation in accordance with applicable law, the rate of interest payable in respect of such Term Loan or participation hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Term Loan or participation but were not payable as a result of the operation of this Section 2.06(g) shall be cumulated and the interest and Charges payable to such Lender in respect of other Term Loans or participations or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Borrowing Borrowing, including each Swingline Loan, shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the sum of (i) the Alternate Base Rate plus and (ii) the Applicable PercentagePercentage for such Loans in effect from time to time. (cb) Subject to the provisions of Section 2.102.07, each Fixed Foreign Base Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days or, in the case of Foreign Base Rate Loans denominated in Pounds, 365 or 366 days, as the case may be) at a rate per annum equal to the fixed sum of (i) the rate set forth in the definition of the term "Foreign Base Rate Loans" and (ii) the Applicable Percentage for ABR Revolving Loans in effect from time to time. (c) Subject to the provisions of Section 2.07, the Loans comprising each Eurocurrency Borrowing shall bear interest offered by (computed on the Lender making basis of the actual number of days elapsed over a year of 360 days or, in the case of Eurocurrency Loans denominated in Pounds, 365 or 366 days, as the case may be) at a rate per annum equal to the sum of (i) the Adjusted LIBO Rate for the Interest Period in effect for such Loan Borrowing and accepted by (ii) the applicable Borrower pursuant Applicable Percentage for such Loans in effect from time to Section 2.03time. (d) Interest on each Loan shall be payable (i) on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this AgreementAgreement and (ii) in the currency in which such Loan is denominated. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Borrowing Borrowing, including each Swingline Loan, shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the sum of (i) the Alternate Base Rate plus and (ii) the Applicable PercentagePercentage for such Loans in effect from time to time. (cb) Subject to the provisions of Section 2.102.07, each Fixed Foreign Base Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days or, in the case of Foreign Base Rate Loans denominated in Pounds, 365 or 366 days, as the case may be) at a rate per annum equal to the fixed sum of (i) the rate set forth in the definition of the term "Foreign Base Rate Loans" and (ii) the Applicable Percentage for ABR Revolving Loans in effect from time to time. (c) Subject to the provisions of Section 2.07, the Loans comprising each Eurocurrency Borrowing shall bear interest offered by (computed on the Lender making basis of the actual number of days elapsed over a year of 360 days or, in the case of Eurocurrency Loans denominated in Pounds, 365 or 366 days, as the case may be) at a rate per annum equal to the sum of (i) the Adjusted LIBO Rate for the Interest Period in effect for such Loan Borrowing and accepted by (ii) the applicable Borrower pursuant Applicable Percentage for such Loans in effect from time to Section 2.03time. (d) Interest on each Loan shall be payable (i) on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this AgreementAgreement and (ii) in the currency in which such Loan is denominated. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (e) Any changes to interest rates applicable to any Loans outstanding on the Restatement Closing Date under the Existing Credit Agreements as a result of the Amendment Agreement shall be effective on and as of the Restatement Closing Date.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency LIBOR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days or, in the case of a Borrowing denominated in Sterling, 365 days) at a rate per annum equal to (i) in the case of each Eurocurrency LIBOR Revolving LoanLoan denominated in Dollars, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage set forth under the caption “LIBO/EURIBO/Euro Overnight Rate Spread” from time to time in effect, and (ii) in the case of each Eurocurrency LIBOR Revolving Loan denominated in Sterling, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage set forth under the caption “LIBO/EURIBO/Euro Overnight Rate Spread”, and (iii) in the case of each LIBOR Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each EURIBOR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each EURIBOR Revolving Loan, the EURIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage set forth under the caption “LIBO/EURIBO/Euro Overnight Rate Spread” and (ii) in the case of each EURIBOR Competitive Loan, the EURIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (c) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (cd) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (de) Subject to the provisions of Section 2.10, each Swingline Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Euro Overnight Rate plus the Applicable Percentage set forth under the caption “LIBO/EURIBO/Euro Overnight Rate Spread”. (f) (e) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate, EURIBO Rate, the Euro Overnight Rate or Alternate Base Rate for each eachany Interest Period or on any day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.07, the Loans comprising each Eurocurrency ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate plus 1.25%. (b) Subject to the provisions of Section 2.07, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus (i) 2.25% in the case of Revolving Loans and (ii) .25% in the case of Thai Facility Loans. (c) Subject to the provisions of Section 2.07, the Loans comprising each Offered Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving LoanThai Offered Rate Loans, the Thai Offered Rate (or, commencing on the third Business Day after delivery of a notice under Section 2.01(c)(ii), the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing Borrowing) plus the Applicable Percentage from time to time in effect, .25% and (ii) in the case of each Eurocurrency Competitive LoanHK Offered Rate Loans, the HK Offered Rate (or commencing on the third Business Day after delivery of a notice under Section 2.01(d)(ii), the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing Borrowing) plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03.25%. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate, Adjusted LIBO Rate, LIBO Thai Offered Rate or Alternate Base HK Offered Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing Eurodollar Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the lesser of (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Highest Lawful Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing Loan (A) plus or minus, as the case may be, in the case of each Competitive Loan, the Margin offered specified by the Lender making a Bank with respect to such Loan and accepted by the applicable Borrower in its Competitive Bid submitted pursuant to Section 2.032.2(b) or (B) plus, in the case of each Committed Loan, the Applicable Margin. Interest on each Eurodollar Loan shall be payable on each Interest Payment Date applicable thereto. The applicable LIBO Rate for each Interest Period shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing Alternate Base Loan shall bear interest at the rate per annum equal to the lesser of (i) the Highest Lawful Rate and (ii) the Alternate Base Rate (if the Alternate Base Rate is based on the Prime Rate, computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which ; if the Alternate Base Rate is determined by reference to based on the Prime Rate and Federal Funds Effective Rate, computed on the basis of the actual number of days elapsed over a year of 360 days for other periods) at a rate per annum equal to the days). Interest on each Alternate Base Loan shall be payable on each Interest Payment Date applicable thereto. The applicable Alternate Base Rate plus shall be determined by the Applicable PercentageAdministrative Agent, and such determination shall be conclusive absent manifest error. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender Bank making such Loan and accepted by the applicable Borrower Company pursuant to Section 2.03. (d) 2.2. Interest on each Fixed Rate Loan shall be payable on each Interest Payment Date applicable thereto. (d) The Company shall pay to the Administrative Agent for the account of each Bank that has made a Eurodollar Loan to the Company, so long as such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, Bank shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.required under

Interest on Loans. (a) Subject to SECTION 2.12, (x) each Prime Rate Loan that is a Revolving Credit Loan shall bear interest (computed on the provisions basis of Section 2.10the actual number of days elapsed over a year of 365 or 366 days, as applicable) at a rate per annum that shall be equal to the then Prime Rate plus the Applicable Margin for Revolving Credit Loans comprising that are Prime Rate Loans, and (y) each Eurocurrency Borrowing Prime Rate Loan that is the outstanding amount of the FILO Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable) at a rate per annum that shall be equal to the then Prime Rate plus the Applicable Margin for FILO Loans that are Prime Rate Loans. (b) Subject to SECTIONS 2.09 through 2.12, (x) each LIBO Loan that is a Revolving Credit Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal equal, during each Interest Period applicable thereto, to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the such Interest Period in effect for such Borrowing Period, plus the Applicable Percentage from time to time in effectMargin for Revolving Credit Loans that are LIBO Loans, and (iiy) in each LIBO Loan that is the case outstanding amount of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such FILO Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 360 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal equal, during each Interest Period applicable thereto, to the Alternate Base Adjusted LIBO Rate for such Interest Period, plus the Applicable PercentageMargin for FILO Loans that are LIBO Loans. (c) Subject to the provisions of Section 2.10SECTION 2.12, each Fixed Rate ABL Term Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum that shall be equal to the fixed ABL Term Loan Rate, plus eight percent (8%) per annum; provided that if the ABL Term Loan Agent cannot determine the ABL Term Loan Rate as provided in SECTION 2.10 below, then such rate shall be equal to the Prime Rate plus seven percent (7%) per annum. The ABL Term Loan Rate for any monthly payment shall be determined on the first day of interest offered by the Lender making calendar month for which such Loan rate is applicable and accepted by will apply for the applicable Borrower pursuant to Section 2.03month then being paid. (d) Interest Accrued interest on each Loan all Loans other than the ABL Term Loans shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided thereto, and in this Agreement. The applicable Adjusted LIBO Ratethe case of ABL Term Loans, LIBO Rate or Alternate Base Rate for all accrued interest thereon shall be payable in arrears on each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative AgentPayment Date for ABL Term Loans, and in each case, at maturity (whether by acceleration or otherwise), after such determination shall be conclusive absent manifest errormaturity on demand and upon any repayment or prepayment thereof (on the amount prepaid).

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Eurodollar Standby Loan, (A) the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage Rate from time to time in effect, effect and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus) the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (ba) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate from time to time in effect. (cb) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (dc) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. At any time when a Utilization Fee would have accrued under the Existing Five-Year Credit Agreement, a portion of the Increased Interest accruing under this Section equal to such Utilization Fee will be deemed to have accrued in lieu of such Utilization Fee. For purposes of the preceding sentence, "INCREASED INTEREST" shall mean, as to any Borrowing, the excess of (i) the amount of interest accruing on such Borrowing over (ii) the amount of interest that would have accrued thereon under the Existing Five-Year Credit Agreement.

Interest on Loans. (a) Subject to the provisions of Section 2.09(d) and Section 2.10, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Eurodollar Committed Loan, the Adjusted LIBO lesser of (A) the IBO Rate for the Interest Period in effect for such Borrowing plus .16 of 1% and (B) the Applicable Percentage from time to time in effectHighest Lawful Rate, and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO lesser of (A) the IBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender Bank making such Loan and accepted by the applicable a Borrower pursuant to Section 2.032.03 and (B) the Highest Lawful Rate. (b) Subject to the provisions of Section 2.09(d) and Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which if the Alternate Base Rate is determined by reference to shall be based on the Prime Rate Rate, and a year of 360 days for other periodsotherwise) at a rate per annum equal to the Alternate Base Rate plus Rate, but not in excess of the Applicable PercentageHighest Lawful Rate. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender Bank making such Loan and accepted by the applicable a Borrower pursuant to Section 2.03, but not in excess of the Highest Lawful Rate. (d) Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO IBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative AgentAgent (which determination, made in good faith, shall create a rebuttable presumption that the same is accurate). The Administrative Agent shall promptly advise the Company and each Bank, as appropriate, of such determination shall be conclusive absent manifest errordetermination.

Interest on Loans. (a) Subject to the provisions of Section 2.102.07, the Loans comprising each Eurocurrency ABR Borrowing shall bear interest ------------ (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate in ---- effect at such time with respect to such Loans. Swingline Loans shall bear interest at the rate applicable to ABR Revolving Loans. Any changes to interest rates applicable to Revolving Loans and Revolving (Supplemental) Loans outstanding under the Existing Credit Agreement on the Restatement Date shall be effective on the Restatement Date. (b) Subject to the provisions of Section 2.07, the Loans comprising each ------------ Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the ---- Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for at such Borrowing plus time with respect to such Loans. Any changes to interest rates applicable to Revolving Loans and Revolving (Supplemental) Loans outstanding under the Margin offered by Existing Credit Agreement on the Lender making such Loan and accepted by Restatement Date shall be effective on the applicable Borrower pursuant to Section 2.03Restatement Date. (bc) Subject to the provisions of Section 2.10, the Loans comprising Interest on each ABR Borrowing Loan and each Swingline Loan shall bear interest (computed be payable on the basis of the actual number of days elapsed over a year of 365 Interest Payment Dates applicable to such Loan or 366 daysSwingline Loan, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Applicable Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive presumptively correct absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate or the U.S. Base Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate in effect at such time with respect to such Loans. Swingline Loans shall bear interest at the rate applicable to ABR Revolving Loans. (cb) Subject to the provisions of Section 2.102.07, the Loans comprising each Fixed Rate Loan Eurodollar Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate in effect at such time with respect to such Loans. (c) Subject to the provisions of Section 2.07, the Loans comprising each Canadian Prime Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) at a rate of interest offered by per annum equal to the Lender making Canadian Prime Rate plus the Applicable Rate in effect at such Loan and accepted by the applicable Borrower pursuant time with respect to Section 2.03such Loans. (d) Subject to the provisions of Section 2.07, the Loans comprising each B/A Borrowing shall be subject to an Acceptance Fee, payable by SSC Canada on the date of acceptance of the relevant B/A and calculated as set forth in the definition of the term “Acceptance Fee” in Section 1.01. (e) Each Deposit Funded Borrowing shall, initially, be comprised of ABR Loans bearing interest at a rate applicable to ABR Tranche B Loans and, thereafter, may be comprised of either ABR Loans or Eurodollar Loans, as SSCE may elect in accordance with Section 2.10, bearing interest at a rate applicable to ABR Tranche B Loans or Eurodollar Tranche B Loans, as applicable. (f) Interest on each Loan (other than pursuant to a B/A Borrowing) shall be payable on each the Interest Payment Date Dates applicable to such Loan except and at such other times as otherwise provided are specified in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Applicable Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent or the Canadian Administrative Agent, as applicable, and such determination shall be conclusive presumptively correct absent manifest error. (g) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or fee to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is less than a calendar 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, 365 or 366, 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.

Interest on Loans. (a) Subject to the provisions of Section 2.102.07, the Loans comprising each Eurocurrency ABR Borrowing, including each Swingline Loan, shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time. (b) Subject to the provisions of Section 2.07, the Loans comprising each LIBOR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03time. (bc) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Alternative Currency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 360 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate Adjusted EURIBOR for the Interest Period in effect for such Borrowing plus the Applicable Percentage. (c) Subject Percentage in effect from time to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03time. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Alternate Base Rate, LIBO Rate Adjusted LIBOR or Alternate Base EURIBOR Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (e) The Tranche C Term Loans shall bear interest at a rate determined by the Administrative Agent on the Tranche C Term Loan Draw Date. On the Tranche C Term Loan Draw Date, the interest rate (and Applicable Percentage) applicable to the Tranche B Term Loans shall be reset to the greater of (i) the interest rate (and Applicable Percentage) applicable to the Tranche Term B Loans on the Tranche C Term Loan Draw Date and (ii) the interest rate (and Applicable Percentage) applicable to the Tranche C Term Loans, and all other Applicable Percentages for Tranche B Term Loans of any type shall be automatically deemed to be adjusted by a like percentage.

Interest on Loans. (a) Subject to the provisions of Section 2.102.7, the Loans comprising each Eurocurrency ABR Borrowing, including each Swingline Loan, shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time. (b) Subject to the provisions of Section 2.7, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentagetime. (c) Subject to In the provisions event that at the close of Section 2.10business on any day after December 20, 2004 the Facilities are rated less than B1 by Moody's and B+ by S&P, each Fixed Rate Loan Applicable Percentage set forth in the Prixxxx Xxid and in the definition of "Applicable Percentage" shall bear interest at a rate increase by .25% per annum (computed for such day. Each Applicable Percentage set forth in the Pricing Grid and in the definition of "Applicable Percentage" shall increase by .25% for each day on which the basis Facilities are not rated by each of Moody's and S&P. Each Applicable Percentage set forth in the actual number Pricing Gxxx xxx in the definition of days elapsed over a year of 360 days) equal to the fixed rate of interest offered "Applicable Percentage" shall not increase by the Lender making such Loan and accepted by the applicable Borrower more than .25% per annum pursuant to Section 2.03this paragraph (c). (d) Interest on each Loan shall be payable to the applicable Lenders, through the Administrative Agent, on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Alternate Base Rate or Alternate Base Eurodollar Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing Eurodollar Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing Loan (A) plus or minus, as the case may be, in the case of each Competitive Loan, the Margin offered specified by the Lender making a Bank with respect to such Loan and accepted by the applicable Borrower in its Competitive Bid submitted pursuant to Section 2.032.2(b) or (B) plus in the case of each Committed Loan, the Applicable Rate. Interest on each Eurodollar Loan shall be payable on each Interest Payment Date applicable thereto. The applicable LIBO Rate for each Interest Period shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing Alternate Base Loan shall bear interest at the rate per annum equal to the Alternate Base Rate plus the Applicable Rate (if the Alternate Base Rate is based on the Prime Rate, computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which ; if the Alternate Base Rate is determined by reference to based on the Prime LIBO Rate and or the Federal Funds Effective Rate, computed on the basis of the actual number of days elapsed over a year of 360 days for other periods) at a rate per annum equal to the days). Interest on each Alternate Base Loan shall be payable on each Interest Payment Date applicable thereto. The applicable Alternate Base Rate plus shall be determined by the Applicable PercentageAdministrative Agent, and such determination shall be conclusive absent manifest error. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender Bank making such Loan and accepted by the applicable Borrower Company pursuant to Section 2.03. (d) 2.2. Interest on each Fixed Rate Loan shall be payable on each Interest Payment Date applicable thereto. (d) The Company shall pay to the Administrative Agent for the account of each Bank that has made a Eurodollar Loan to the Company, so long as such Bank shall be required under regulations of the Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each such Eurodollar Loan of such Bank, from the date of such Loan except until such principal amount is paid in full, at an interest rate per annum for such number of days during the Interest Period for such Loan as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, shall be pertinent equal to the remainder obtained by subtracting (i) the LIBO Rate or Alternate Base Rate for each such Interest Period or day within an from (ii) the rate obtained by dividing such LIBO Rate referred to in clause (i) above by that percentage equal to 100% minus the Reserve Percentage of such Bank for such Interest Period, as payable on the case may be, next Interest Payment Date applicable to such Loan. Such additional interest shall be determined by such Bank as, if and to the extent incurred, and shall be payable as aforesaid upon notification thereof by such Bank to the Company through the Administrative Agent, and such . Each determination by a Bank of additional interest under this Section 2.9(d) shall be conclusive absent and binding for all purposes in the absence of manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.10 and paragraph (e) below, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Eurodollar Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage Margin from time to time in effect, effect and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.10 and paragraph (e) below, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periodsperiods during which the Alternate Base Rate is determined by reference to the Federal Funds Effective Rate) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined in good faith by the Administrative Paying Agent, and such determination shall be conclusive absent manifest error. (e) Subject to the provisions of Section 2.10, following the Termination Date, each Standby Loan shall bear interest at a rate per annum equal to 0.250% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.09.

Interest on Loans. (a) Subject to the provisions of ------------------ Section 2.102.09, the Loans comprising each Eurocurrency Borrowing and Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, Eurodollar Standby Loan or Eurodollar Term Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effectPercentage, and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Competitive Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. Interest on each Eurocurrency Borrowing and Eurodollar Borrowing shall be payable on each applicable Interest Payment Date. The LIBO Rate for each Interest Period shall be determined by the Agent in accordance with the definition of LIBO Rate herein. The Agent shall promptly advise the Borrower and each Lender, as appropriate, of such determination. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each CD Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted CD Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage. Interest on each CD Borrowing shall be payable on each applicable Interest Payment Date. The Adjusted CD Rate for each Interest Period shall be determined by the Agent in accordance with the definition of Adjusted CD Rate herein. The Agent shall promptly advise the Borrower and each Lender of such determination. (c) Subject to the provisions of Section 2.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of (i) 365 or 366 days, as the case may be, for periods during any period in which the Alternate Base Rate is determined by reference to based on the Prime Rate, and (ii) 360 days, during any period in which the Alternate Base Rate and 360 days for other periodsis based on the Base CD Rate or the Federal Funds Effective Rate) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. Interest on each ABR Borrowing shall be payable on each applicable Interest Payment Date. The Alternate Base Rate shall be determined by the Agent in accordance with the definition of Alternate Base Rate herein. (cd) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageMargin in effect from time to time. (cb) Subject to Section 2.07, the provisions of Section 2.10, Loans comprising each Fixed Rate Loan Eurodollar Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed rate of interest offered by Adjusted LIBO Rate for the Lender making Interest Period in effect for such Loan and accepted by Borrowing plus the applicable Borrower pursuant to Section 2.03Applicable Margin. (dc) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan Loan, except as otherwise provided in this Agreement, and on the applicable maturity date of such Loan. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (d) For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of any period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by the actual number of days in such other period of time.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage Margin from time to time in effect, effect and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Competitive Bid Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of (i) 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and (ii) 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageMargin from time to time in effect. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative AgentChase, and such determination shall be conclusive absent manifest error; provided that Chase shall, upon request, provide to the applicable Borrower a certificate setting forth in reasonable detail the basis for such determination.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Eurodollar Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, effect plus an additional .125% per annum on any day on which (A) the sum of (1) the outstanding aggregate principal amount of all Standby Loans made by all Lenders plus (2) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceeds (B) 33% of the Total Commitment and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageRate. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a 24 19 year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.07, the Loans comprising each Eurocurrency ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days at all times) at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time. (b) Subject to the provisions of Section 2.07, the Loans comprising each EuroDollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage Margin in effect from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentagetime. (c) Subject to Until the provisions Discharge of Section 2.10First Lien Obligations, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date by capitalizing such accrued interest to the then outstanding principal amount of the Loans and thereafter such capitalized amount shall itself accrue interest in the same manner at the applicable interest rate under this Section 2.06. From and after the Discharge of First Lien Obligations, interest on each Loan shall be payable on each Interest Payment Date in cash; provided that, the Borrower, at its election, may pay up to 8.0% of such Loan except as otherwise provided interest by capitalizing such accrued interest to the then outstanding principal amount of the Loans and thereafter such capitalized amount shall itself accrue interest in the same manner at the applicable interest rate under this AgreementSection 2.06. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.06(d), the Loans comprising each Eurocurrency ABR Borrowing, including each Swingline Loan, shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time. (b) Subject to the provisions of Section 2.06(d), Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage Margin in effect from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentagetime. (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (d) In the event that any financial statement or certificate delivered pursuant to Section 5.04(d) is inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an "Applicable Period") than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a corrected financial statement and a corrected certificate for such Applicable Period, (ii) the Applicable Period shall be determined based on the corrected certificate for such Applicable Period, and (iii) the Borrower shall immediately pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 2.17. This Section 2.06(d) shall not limit the rights of the Agent or the Lenders with respect to Section 2.07 and Article VIII.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentagePercentage in effect from time to time. (cb) Subject to the provisions of Section 2.102.07, the Loans comprising each Fixed Rate Loan Eurodollar Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the fixed rate of interest offered by Adjusted LIBO Rate for the Lender making Interest Period in effect for such Loan and accepted by Borrowing plus the applicable Borrower pursuant Applicable Percentage in effect from time to Section 2.03time. (dc) Interest on each Loan shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement; provided that (i) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (ii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. The applicable Alternate Base Rate or Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Eurodollar Standard Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect0.40%, and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus) the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each CD Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the CD Rate for the Interest Period in effect for such Borrowing plus 0.525%. (c) Subject to the provisions of Section 2.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is when determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentageminus 0.10%. (cd) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (de) Interest Subject to the provisions of Section 2.09, interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementLoan. The applicable LIBO Rate and Adjusted LIBO Rate, LIBO the CD Rate and Adjusted CD Rate or the Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, Period shall be determined by the Administrative AgentAgent in accordance with the terms and conditions of this Agreement, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Eurodollar Committed Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus (x) the Applicable Percentage Margin from time to time in effect, effect plus (y) the Applicable Utilization Fee from time to time in effect and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Base Rate and 360 days for other periodsperiods during which the Alternate Base Rate is determined by reference to the Federal Funds Effective Rate) at a rate per annum equal to the Alternate Base Rate from time to time in effect plus the Applicable PercentageMargin from time to time in effect. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined in good faith by the Administrative Agent, and such determination shall be conclusive absent manifest error. (e) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Loan and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.08(a), (b) or (c), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.08(a). (f) If fewer than two Reference Banks furnish timely information to the Agent for determining the LIBO Rate for any Eurodollar Loan, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Loans, (ii) with respect to Eurodollar Loans, each such Loan will automatically, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically converted into a Base Rate Loan, and (iii) the obligation of the Lenders to make Eurodollar Loans or to convert Base Rate Loans into Eurodollar Loans shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (g) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(b) or (c), (i) each Eurodollar Committed Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Advances into, Eurodollar Committed Loans shall be suspended.

Interest on Loans. (a) Subject to the provisions of Section 2.105.3, the Loans comprising each Eurocurrency Borrowing Alternate Base Rate Loan shall bear interest at a rate per annum, equal to the lesser of (i) the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans and (ii) the Highest Lawful Rate (if the Alternate Base Rate is based on the Prime Rate, computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be; or if the Alternate Base Rate is based on the Federal Funds Effective Rate or the LIBO Rate, computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03). (b) Subject to the provisions of Section 2.105.3, the Loans comprising each ABR Borrowing Comerica Prime Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base lesser of (i) the Comerica Prime-based Rate plus in effect from time to time and (ii) the Applicable PercentageHighest Lawful Rate. (c) Subject to the provisions of Section 2.105.3, (i) each Fixed Eurodollar, Eurocurrency or Pounds Sterling Loan which is an Acquisition Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days for Eurocurrency and Eurodollar Loans and 365 days for Pounds Sterling Loans) equal to the lesser of (1) the LIBO Rate, Eurocurrency Rate or Pounds Sterling Rate, respectively, for the Interest Period in effect for such Loan plus the Applicable Margin for such Loans, and each change in the Applicable Margin shall apply to all such Loans that are outstanding during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change, even if the effective date occurs in the middle of an Interest Period and (2) the Highest Lawful Rate; and (ii) each Eurodollar Loan which is a Floor Plan Loan (excluding Swing Line Loans) shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate lesser of interest offered by (1) LIBO Rate for the Lender making Interest Period in effect for such Loan plus: (A) 1.25% if such Loan is to finance New Motor Vehicles, Demonstrators or Rental Motor Vehicles or (B) 1.50% if such Loan is to finance Used Motor Vehicles or Program Cars and accepted by (2) the applicable Borrower pursuant to Section 2.03Highest Lawful Rate. (d) Interest on each Swing Line Loan to which the Quoted Rate applies at Borrower’s option and Swing Line Overdraft Loan and Drafts shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the lesser of (i) the Quoted Rate for the Interest Period in effect for such Loan and (ii) the Highest Lawful Rate. (e) Interest on each Acquisition Loan, each Swing Line Loan and each Floor Plan Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Eurocurrency Rate or Pounds Sterling Rate and the Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, the Comerica Prime-based Rate shall be determined by the Floor Plan Agent, and the Quoted Rate shall be determined by the Swing Line Bank, and such determination determinations shall be conclusive absent manifest error. The Agent or Floor Plan Agent, as applicable, shall promptly advise the Borrowers and each Lender of each such determination.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days (or, in the case of Loans denominated in (A) Sterling, over a year of 365 or 366 days, or (B) any Alternative Currency other than Sterling or Euros, on the basis customarily used for borrowings between banks in the principal market for such Alternative Currency)), at a rate per annum equal to (i) in the case of each Eurocurrency Revolving LoanStandby Loan in Dollars or any Alternative Currency (other than Euros), the Adjusted LIBO Rate for the Interest Period in effect for the Borrowing of which such Borrowing Loan is part plus the Applicable Percentage Margin from time to time in effecteffect plus, and at any time after the Termination Date, a term-out premium of 0.50% per annum, (ii) in the case of each Eurocurrency Standby Loan in Euros, the Adjusted EURIBO Rate for the Interest Period in effect for the Borrowing of which such Loan is part plus the Applicable Margin from time to time in effect plus, at any time after the Termination Date, a term-out premium of 0.50% per annum, (iii) in the case of each Eurocurrency Competitive LoanLoan denominated in Dollars or any Alternative Currency (other than Euros), the LIBO Rate for the Interest Period in effect for the Borrowing of which such Borrowing Loan is a part plus the Competitive Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03 and (iv) in the case of each Eurocurrency Competitive Loan denominated in Euros, the EURIBO Rate for the Interest Period in effect for the Borrowing of which such Loan is a part plus the Competitive Margin offered by the Lender making such Loan and accepted by the Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may beappropriate, for periods during which the Alternate Base Rate is when determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable PercentageMargin from time to time in effect with respect to ABR Loans plus, at any time after the Termination Date, a term-out premium of 0.50% per annum. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (d) Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. In the event of any conversion of any Eurocurrency Standby Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. The applicable Adjusted LIBO Rate, LIBO EURIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.09, the Loans comprising each Eurocurrency Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Eurodollar Standard Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect0.32%, and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus) the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each CD Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the CD Rate for the Interest Period in effect for such Borrowing plus 0.445%. (c) Subject to the provisions of Section 2.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is when determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentageminus 0.08%. (cd) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (de) Interest Subject to the provisions of Section 2.09, interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementLoan. The applicable Adjusted LIBO Rate, LIBO the CD Rate or the Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, Period shall be determined by the Administrative AgentAgent in accordance with the terms and conditions of this Agreement, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10----------------- 2.09, the Loans comprising each Eurocurrency Borrowing and Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days, except for Borrowings denominated in Sterling which shall be computed on the basis of the actual number of days elapsed over a year of 365 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, Eurodollar Standby Loan or Eurodollar Term Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effectPercentage, and (ii) in the case of each Eurocurrency Eurodollar Competitive Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Competitive Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. Interest on each Eurocurrency Borrowing and Eurodollar Borrowing shall be payable on each applicable Interest Payment Date. The Adjusted LIBO Rate and the LIBO Rate for each Interest Period shall be determined by the Agent in accordance with the definition of Adjusted LIBO Rate and LIBO Rate, respectively, herein. The Agent shall promptly advise the Borrower and each Lender, as appropriate, of such determination. (b) Subject to the provisions of Section 2.102.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to 365/366 days if computed based on the Prime Rate and 360 days for other periodsif computed based on the Federal Funds Effective Rate) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. Interest on each ABR Borrowing shall be payable on each applicable Interest Payment Date. The Alternate Base Rate shall be determined by the Agent in accordance with the definition of Alternate Base Rate herein. (c) Subject to the provisions of Section 2.102.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.032. (d) Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.11, the Loans comprising each Eurocurrency LIBOR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency LIBOR Revolving Credit Loan, the Adjusted LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Applicable Percentage applicable LIBOR Spread from time to time in effect, effect and (ii) in the case of each Eurocurrency LIBOR Competitive Loan, the LIBO Rate LIBOR for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower or the relevant Subsidiary Borrower pursuant to Section 2.032.4. Interest on each LIBOR Borrowing shall be payable on each applicable Interest Payment Date. (b) Subject to the provisions of Section 2.102.11, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is when determined by reference to the Prime Rate and over a year of 360 days for at all other periodstimes) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentageapplicable margin, if any, for ABR Loans from time to time in effect pursuant to Section 2.23. (c) Subject to the provisions of Section 2.102.11, each Fixed Rate Competitive Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the applicable Borrower or the relevant Subsidiary Borrower pursuant to Section 2.032.4. (d) Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this AgreementLoan. The applicable Adjusted LIBO Rate, LIBO Rate LIBOR or the Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, Period shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage. (c) Subject to the provisions of Section 2.102.9, each Fixed Rate Eurodollar Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by LIBO Rate for the Lender making Interest Period in effect for such Loan and accepted by plus the applicable Borrower pursuant to Section 2.03. (d) Applicable Rate. Interest on each Eurodollar Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreementthereto. The applicable Adjusted LIBO Rate, LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (b) Subject to the provisions of Section 2.9, each Alternate Base Loan shall bear interest at the rate per annum equal to the Alternate Base Rate plus the Applicable Rate (if the Alternate Base Rate is based on the Prime Rate, computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be; if the Alternate Base Rate is based on the LIBO Rate or the Federal Funds Effective Rate, computed on the basis of the actual number of days elapsed over a year of 360 days). Interest on each Alternate Base Loan shall be payable on each Interest Payment Date applicable thereto. The applicable Alternate Base Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (c) The Company shall pay to the Administrative Agent for the account of each Bank that has made a Eurodollar Loan to the Company, so long as such Bank shall be required under regulations of the Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each such Eurodollar Loan of such Bank, from the date of such Loan until such principal amount is paid in full, at an interest rate per annum for such number of days during the Interest Period for such Loan as shall be pertinent equal to the remainder obtained by subtracting (i) the LIBO Rate for such Interest Period from (ii) the rate obtained by dividing such LIBO Rate referred to in clause (i) above by that percentage equal to 100% minus the Reserve Percentage of such Bank for such Interest Period, payable on the next Interest Payment Date applicable to such Loan. Such additional interest shall be determined by such Bank as, if and to the extent incurred, and shall be payable as aforesaid upon notification thereof by such Bank to the Company through the Administrative Agent. Each determination by a Bank of additional interest under this Section 2.8(c) shall be conclusive and binding for all purposes in the absence of manifest error.

Interest on Loans. (a) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Borrowing, including each Domestic Swingline Loan, shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time. (b) Subject to the provisions of Section 2.07, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days or, in the case of a Eurocurrency Loan denominated in Pounds, 365 days) at a rate per annum equal to (i) in the case of each Eurocurrency Revolving Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time in effect, and (ii) in the case of each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable Borrower pursuant to Section 2.03time. (bc) Subject to the provisions of Section 2.102.07, the Loans comprising each ABR Canadian Prime Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and 360 days for other periods) at a rate per annum equal to the Alternate Base Canadian Prime Rate plus the Applicable PercentagePercentage in effect from time to time. (cd) Subject to the provisions of Section 2.102.07, the Loans comprising each Fixed B/A Borrowing shall be subject to an Acceptance Fee, payable by the Canadian Borrower on the date of acceptance of the relevant B/A and calculated as set forth in the definition of the term “Acceptance Fee” in Section 1.01. (e) Subject to the provisions of Section 2.07, the Loans comprising each Bank Xxxx Rate Loan Borrowing, including each N.Z. Swingline Loan, shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 365 or 366 days) , as the case may be), at a rate per annum equal to the fixed rate of interest offered by Bank Xxxx Rate plus the Lender making such Loan and accepted by the applicable Borrower pursuant Applicable Percentage in effect from time to Section 2.03time. (df) Subject to the provisions of Section 2.07, the Loans comprising each Foreign Base Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) at a rate per annum equal to the sum of the Foreign Base Rate and the Applicable Percentage in effect from time to time. (g) Interest on each Loan (other than pursuant to B/A Borrowings) shall be payable on each the Interest Payment Date Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate, Adjusted LIBO Rate, LIBO Discount Rate or Alternate Base Rate for each Interest Period or day within an Interest PeriodBank Xxxx Rate, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (h) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or fee to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is less than a calendar 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, 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principal of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.