Common use of Interest on Loans Clause in Contracts

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) Interest Periods outstanding at any time. In the event Borrowers fail to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans:, (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; orand (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers NewPageCo and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar Rate Loans there shall be no more than eight ten (8) 10) Interest Periods outstanding at any time. In the event Borrowers fail NewPageCo fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail NewPageCo fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers NewPageCo shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers NewPageCo and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree NewPageCo agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers NewPageCo at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans Loans, and (ii) thereafter, a rate determined which is 2% per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Revolving Loans that are Base Rate Loans. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by BorrowersNewPageCo.

Interest on Loans. (a) Except as otherwise set forth hereinSubject to Section 2.7, each Loan of any Class shall bear interest on the unpaid outstanding principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable MarginRate with respect to Loans of such Class; or (2ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case Rate with respect to Loans of Swing Line Loans, at the such Class. The applicable Base Rate plus or Adjusted Eurodollar Rate shall be determined by the Applicable MarginAdministrative Agent, and such determination shall be conclusive and binding on the parties hereto, absent manifest error. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate LoanBorrowing, shall be selected by Borrowers and notified to Administrative Agent and Lenders the Borrower pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may beNotice delivered in accordance herewith; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers provided that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight 10 (8) Interest Periods or such greater number as may be agreed to by the Administrative Agent) Eurodollar Rate Borrowings outstanding at any time. In the event Borrowers fail the Borrower fails to specify between in any Funding Notice the Type of the requested Borrowing, then the requested Borrowing shall be made as a Base Rate Loan or Borrowing. In the event the Borrower fails to deliver in accordance with Section 2.6 a Conversion/Continuation Notice with respect to any Eurodollar Rate Loan Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Base Rate Borrowing. In the event the Borrower requests the making of, or the conversion to or continuation of, any Eurodollar Rate Borrowing but fails to specify in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on Notice the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain asto be applicable thereto, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected specified an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, No Borrowing of any Class may be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers and each Lenderconverted into a Borrowing of another Class. (dc) Interest payable pursuant to Section 2.8(a) on Loans shall accrue on a daily basis and shall be computed (i) in the case of Base Rate Loans when the Base Rate is based on the Prime Rate, on the basis of a 365-day year of 365 days (or 366-day 366 days in a leap year, as the case may be, ) and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day yearyear of 360 days, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (ed) Except as otherwise set forth herein, accrued interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears (i) on each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment date; Loan, (ii) shall accrue on a daily basis and shall be payable in arrears upon any voluntary or mandatory repayment or prepayment of that such Loan, whether voluntary or mandatory, to the extent accrued on the amount being repaid or prepaid; and , (iii) shall accrue on the Maturity Date applicable to such Loan and (iv) in the event of any conversion of a daily basis and shall be payable in arrears at maturity Eurodollar Rate Loan prior to the end of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the Interest Period then applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is madethereto, on the effective date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersconversion.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; orand (ii) in the case of Swing Line Loansa LIBOR Rate Loan, at the Base Adjusted LIBOR Rate plus the Applicable Margin; provided, that all accrued interest shall be paid in cash on each Interest Payment Date and all accrued and unpaid interest shall be paid in cash on the date of any repayment or prepayment (whether pursuant to a voluntary prepayment or mandatory prepayment, acceleration or otherwise) of any Loans, with respect to the principal amount of Loans repaid or prepaid. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar LIBOR Rate Loan, shall be selected by Borrowers Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar LIBOR Rate Loans Loans, there shall be no more than eight two (8) 2) Interest Periods outstanding at any time. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar LIBOR Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Notice Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a2.5(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-360 day or 366-year with respect to LIBOR Rate Loans and 365/366 day year, as the case may be, and (ii) in the case of Eurodollar year with respect to Base Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar LIBOR Rate Loan, the date of conversion of such Eurodollar LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar LIBOR Rate Loan, as the case may be, shall be excluded; provided, that if a Loan is repaid on the same day on which it is made, one (1) day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan the Loans shall bear interest on the unpaid principal amount thereof from the date made through to but excluding the date of repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable MarginRate; or (2ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable MarginRate. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)the Loans, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers the Borrower and notified to Administrative each Agent and the Lenders pursuant to the applicable Funding Notice or applicable Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight five (8) 5) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one (1) month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each LenderLender holding Loans. (d) Interest payable pursuant to Section 2.8(a2.5(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day 365day or 366-day 366day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day 360day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan, the last Interest Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan the Term Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if at a Base Rate Loan, at the Base Rate rate equal to LIBOR plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate Margin plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable MarginLiquidity Premium. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, the Term Loans shall be selected by Borrowers the Borrower and notified to Administrative the Facility Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Interest Rate Notice, as the case may be; provided, provided that until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Syndication Date, the Borrower agrees that the Term Loans shall be maintained as either (1) Eurodollar Rate Loans having have an Interest Period of no longer than one month (1) Month (or such shorter period elected by the Borrower after consultation with the Initial Mandated Lead Arrangers). The Funding Notice and each Interest Rate Notice shall be executed by an Authorized Officer of the Borrower and delivered to the Facility Agent and shall be irrevocable. Interest Rate Notices must be delivered at least five (25) Base Rate LoansBusiness Days prior to the first day of any Interest Period in which an election set forth therein is made. (c) In connection with Eurodollar Rate Loans there There shall be no more than eight four (8) 4) Interest Periods outstanding at any time. In the event Borrowers fail to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar Rate Loan the Term Loans in the applicable Funding Notice or Conversion/Continuation to deliver an Interest Rate Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. three (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d3), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Type of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Alternate Base Rate plus the Applicable Margin; orand (2ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base LIBO Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate Loan, Loan shall be selected by Borrowers the Borrower and notified to the Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation NoticeInterest Election Request, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) seven Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation NoticeInterest Election Request, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as), or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation NoticeInterest Election Request, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a2.06(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-365 day or 366-366 day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree The Borrower agrees to pay to the applicable Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by such Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers the Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans Loans, and (ii) thereafter, a rate determined which is 2% per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect Base Rate Loans. (g) Interest payable pursuant to Section 2.8(f2.06(f) shall be computed on the basis of a 365/366-365/366 day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by the applicable Issuing Bank of any payment of interest pursuant to Section 2.8(f2.06(f), such Issuing Bank shall distribute to the Administrative Agent, for the account of each Lender, out of the interest received by such Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which such Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event an Issuing Bank shall have been reimbursed by the Lenders for all or any portion of such honored drawing, such Issuing Bank shall distribute to the Administrative Agent, for the account of each Lender which has paid all amounts payable by it under Section 2.4(e2.03(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by such Issuing Bank in respect of that portion of such honored drawing so reimbursed by the Lenders for the period from the date on which such Issuing Bank was so reimbursed by the Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersthe Borrower.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight five (8) 5) Interest Periods outstanding at any time. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or writing, including by telephone confirmed in writingelectronic mail) to Borrowers Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears (i) on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by BorrowersBorrower.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan the Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: : (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or Margin or (2y) if a Eurodollar LIBOR Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base LIBOR Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers the Borrower and notified to the Administrative Agent and Lenders pursuant to the applicable Funding Notice Borrowing Request or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Borrowing Request or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar a LIBOR Rate Loans having an Interest Period of no longer than one month or (2) Base Rate LoansLoan. (c) In connection with Eurodollar LIBOR Rate Loans there shall be no more than eight five (8) 5) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar LIBOR Rate Loan in the applicable Funding Notice Borrowing Request or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar LIBOR Rate Loan) will be automatically converted into shall remain as a Base LIBOR Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will shall remain as, or (if not then outstanding) will shall be made as, a Base Rate Loan). In the event Borrowers fail to specify an Interest Period for any Eurodollar All LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Loans shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City Boston time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a2.09(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar LIBOR Rate Loan, the date of conversion of such Eurodollar LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar LIBOR Rate Loan, as the case may be, shall be excluded; provided, provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that such Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity or demand of the Loanssuch Loan, including final maturity of the Loanssuch Loan; provided, however, provided that with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree The Borrower agrees to pay to the Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by the Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers the Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined which is 5.00% per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Loans that are Base Rate Loans. (g) Interest payable pursuant to Section 2.8(f2.09(f) shall be computed on the basis of a 365/366360-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by the Issuing Bank of any payment of interest pursuant to Section 2.8(f2.09(f), the Issuing Bank shall distribute to each Lender, out of the interest received by the Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which the Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event the Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, the Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e2.05(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by the Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which the Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersthe Borrower.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:follows (without duplication of amounts payable in connection with Section 2.7(f) (Interest on Loans)): (i) in the case of Revolving Loans: (1) if a Base Rate an ABR Loan, at the Alternate Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loansif a Term SOFR Loan, at the Base Term SOFR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate Term SOFR Loan, shall be selected by Borrowers the Borrower and notified to the Administrative Agent and Lenders pursuant to the applicable Funding Borrowing Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Term SOFR Loans there shall be no more than eight (8) Interest Periods outstanding at any timetime with respect to each Loan. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Type of Loan in the applicable Funding Borrowing Notice or Conversion/Continuation Notice, such Loan (if not then outstanding, will be made as (or if outstanding as an ABR Loan will remain as) an ABR Loan, or if outstanding as a Eurodollar Rate Term SOFR Loan) , will be automatically converted into a Base Rate an ABR Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar Rate Term SOFR Loan in the applicable Funding Borrowing Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. 12:00 p.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Term SOFR Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a2.7(a) (Interest on Loans) shall be computed (i) in the case of Base Rate ABR Loans on the basis of a 365-day 365 or 366-366 day year, as the case may be, and (ii) in the case of Eurodollar Rate Term SOFR Loans, on the basis of a 360-360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate an ABR Loan being converted from a Eurodollar Rate Term SOFR Loan, the date of conversion of such Eurodollar Rate Term SOFR Loan to such Base Rate Loan, as the case may be, ABR Loan shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate an ABR Loan being converted to a Eurodollar Rate Term SOFR Loan, the date of conversion of such Base Rate ABR Loan to such Eurodollar Rate Term SOFR Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; (iii) shall accrue on a daily basis and shall be payable on any day that a Term SOFR Loan is converted prior to the expiration of the Interest Period applicable to such Term SOFR Loan, and (iiiiv) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate an ABR Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Without duplication of any amounts payable under Section 2.4(d2.7(a) (Interest on Loans), Borrowers agree Xxxxxxxx agrees to pay to each Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by such Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Datedate that is one (1) Business Day immediately following the date on which such drawing is honored, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans ABR Loans, and (ii) thereafter, a rate determined which is 2% per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Loans that are ABR Loans. (g) Interest payable pursuant to Section 2.8(f2.7(f) (Interest on Loans) shall be computed on the basis of a 365/366-365/366 day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by any Issuing Bank of any payment of interest pursuant to Section 2.8(f2.7(f) (Interest on Loans), such Issuing Bank shall distribute to each Lender, out of the interest received by such Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which such Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event any Issuing Bank shall have been reimbursed by Lenders a Lender for all or any portion of such honored drawing, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e2.3(c) (Drawings and Reimbursements; Funding of Participations) with respect to such honored drawing such LenderXxxxxx’s Pro Rata Share of any interest received by such Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders Xxxxxxx for the period from the date on which such Issuing Bank was so reimbursed by Lenders Xxxxxxx to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersthe Borrower.

Interest on Loans. (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers Arranger notifies Borrower that the primary syndication of the Term Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing DateArranger, the Term Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) five Interest Periods outstanding at any time; provided that after the establishment of any new Class of Loans pursuant to a Permitted Repricing Amendment or amendment giving effect to Extended Term Loans or Replacement Term Loans, the number of Interest Periods otherwise permitted by this Section 2.8(c) shall increase by three Interest Periods for each applicable Class so established. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, the last Interest Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar LIBOR Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base LIBOR Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar LIBOR Rate Loan, shall be selected by Borrowers Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar LIBOR Rate Loans Loans, there shall be no more than eight five (8) 5) Interest Periods outstanding at any time. In the event Borrowers fail Company fails to specify between a Base Rate Loan or a Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar LIBOR Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Company fails to specify an Interest Period for any Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Company shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Company and each Lender. (d) Interest payable pursuant to Section 2.8(a2.7(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day yearyear for LIBOR Rate Loans and Base Rate Loans if the interest rate on such Base Rate Loans is calculated in reference to the Federal Funds Rates (or 365 days in the case of Base Rate Loans, the interest rate payable on which is then based on the Prime Rate), in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar LIBOR Rate Loan, the date of conversion of such Eurodollar LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s 's interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity maturity. Notwithstanding any of the Loans; providedforegoing to the contrary, howeveraccrued interest payable on the Term Loan which (i) exceeds the Adjusted LIBOR Rate plus 5.00% per annum prior to the first anniversary of the Closing Date or (ii) exceeds the Adjusted LIBOR Rate plus 7.00% per annum after the first anniversary of the Closing Date shall to the extent of such excess, with respect to any voluntary prepayment of a Base Rate the Term Loan, be capitalized and added to the outstanding principal amount of the Term Loan as of the last day of each Fiscal Quarter. Amounts representing accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except which are added to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter outstanding principal of Credit, Term Loan accruing such interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of and shall thereafter bear interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.102.7(a) and otherwise be treated as a Term Loan for purposes of this Agreement. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth hereinThe Borrowers shall pay to Agent, each Loan shall bear for the ratable benefit of Lenders, interest on the unpaid outstanding principal amount thereof from of the Loans and other non-contingent Obligations at the Interest Rate. All interest accruing hereunder on and after the date made through repayment (whether by acceleration of any Event of Default or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margintermination hereof shall be payable on demand. (b) The basis for determining the rate Borrowers may from time to time request in a Notice of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Borrowing that Prime Rate Loans only), be converted to Eurodollar Rate Loans or that any existing Eurodollar Rate Loans continue for an additional Interest Period. Such request from the Borrowers shall specify the amount of the Prime Rate Loans which will constitute Eurodollar Rate Loans (subject to the limits set forth below) and the Interest Period with respect to any be applicable to such Eurodollar Rate LoanLoans. Subject to the terms and conditions contained herein, three (3) Business Days after receipt by Agent of such a Notice of Borrowing from Borrowers, such Prime Rate Loans shall be selected by Borrowers and notified converted to Administrative Agent and Lenders pursuant to the applicable Funding Notice Eurodollar Rate Loans or Conversion/Continuation Noticesuch Eurodollar Rate Loans shall continue, as the case may be; , provided, until that, as of such date each of the earlier of following conditions is satisfied as determined by Agent: (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication no Event of the Loans Default has occurred and Revolving Commitments has been completedis continuing, as determined by Joint Lead Arrangers, and (ii) the date Borrowers shall have complied with such customary procedures as are established by Agent and specified by Agent to Borrowers in writing from time to time for requests by Borrowers for Eurodollar Rate Loans, (iii) no more than three (3) Interest Periods may be in effect at any one time, (iv) Agent shall have determined that the Interest Period or Adjusted Eurodollar Rate is 60 days after available to Agent through the Closing Date, Reference Bank and can be readily determined as of the Funding Date for such Eurodollar Rate Loan. Any request by Borrowers to convert Prime Rate Loans to Eurodollar Rate Loans or to continue any existing Eurodollar Rate Loans shall be maintained as either (1) irrevocable. Notwithstanding anything to the contrary contained herein, Agent, Lenders and Reference Bank shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base market to fund any Eurodollar Rate Loans, but the provisions hereof shall be deemed to apply as if Agent, Lenders and Reference Bank had purchased such deposits to fund the Eurodollar Rate Loans. (c) In connection with Any Eurodollar Rate Loans there shall be no more than eight (8) Interest Periods outstanding at any time. In the event Borrowers fail automatically convert to specify between a Base Prime Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on Loans upon the last day of the then-current applicable Interest Period for Period, unless Agent has received and approved a request to continue such Loan (or if outstanding as a Base Eurodollar Rate Loan will remain asat least three (3) Business Days prior to such last day in accordance with the terms hereof. Any Eurodollar Rate Loans shall, at Agent's option, upon notice by Agent to Borrowers, convert to Prime Rate Loans in the event that (i) an Event of Default has occurred and is continuing, (ii) this Agreement shall terminate, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all partiesiii) the interest rate that shall apply aggregate principal amount of the Prime Rate Loans which have previously been converted to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base existing Eurodollar Rate Loans on the basis of a 365-day or 366-day yearcontinued, as the case may be, and at the beginning of an Interest Period shall at any time during such Interest Period exceed the Availability. The Borrowers shall pay to Agent, for the ratable benefit of Lenders, upon demand by Agent (iior Agent may, at its option, charge any loan account of the Borrowers) in any amounts required to compensate Agent, Lenders, the case Reference Bank or any Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person, as a result of the conversion of Eurodollar Rate LoansLoans to Prime Rate Loans pursuant to any of the foregoing. (d) All interest shall be payable by Borrowers to Agent, for the ratable benefit of Lenders, monthly in arrears on each applicable Interest Payment Date and on the earlier to occur of the Revolving Credit Termination Date and the Final Maturity Date and thereafter upon demand and shall be calculated on the basis of a three hundred sixty (360) day year and actual days elapsed. The Interest Rate on non-day year, in each case for the actual number of days elapsed contingent Obligations (other than Eurodollar Rate Loans) shall change in the period during which it accrues. In computing interest on event of any Loan, change in the date Prime Rate as of the making of such Loan or the first day of an Interest Period the month following any change. In no event shall charges constituting interest payable by Borrowers to Agent exceed the maximum amount or the rate permitted under any applicable to law or regulation, and if any such Loan orpart or provision of this Agreement is in contravention of any such law or regulation, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, part or provision shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable deemed amended to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loanconform thereto. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar Eurocurrency Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Eurocurrency Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Eurocurrency Rate Loan, shall be selected by Borrowers Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Eurocurrency Rate Loans there shall be no more than eight seven (8) 7) Interest Periods outstanding at any time. In the event Borrowers fail Company fails to specify between a Base Rate Loan or a Eurodollar Eurocurrency Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Eurocurrency Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Company fails to specify an Interest Period for any Eurodollar Eurocurrency Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Company shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Eurocurrency Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Company and each Lender. (d) Interest payable pursuant to Section 2.8(a2.7(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Eurocurrency Rate LoansLoans and of fees and Letter of Credit commissions, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Eurocurrency Rate Loan, the date of conversion of such Eurodollar Eurocurrency Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Eurocurrency Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Eurocurrency Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s 's interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loansmaturity; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan the Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin.and (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)the Loans, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers the Borrower and notified to Administrative each Agent and the Lenders pursuant to the applicable Funding Notice or applicable Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one (1) month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each LenderLender holding Loans. (d) Interest payable pursuant to Section 2.8(a2.5(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan, the last Interest Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, provided that with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate LIBOR Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar LIBOR Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loansif an ABR Loan, at the Alternate Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers the Borrower and notified to the Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having then such Loan will automatically convert into an Interest Period of no longer than one month or (2) Base Rate LoansABR Loan. (c) In connection with Eurodollar Rate LIBOR Loans there shall be no more than eight three (8) 3) Interest Periods in the aggregate outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate an ABR Loan or a Eurodollar Rate LIBOR Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate LIBOR Loan) will be automatically converted into continued as a Base Rate LIBOR Loan with an Interest Period of one month beginning on the last day of the then-current Interest Period for such Loan Loan), or (or if outstanding as a Base Rate Loan an ABR Loan) will remain asbe automatically continued as an ABR Loan, or (if not then outstanding) will be automatically made as, as a Base Rate Loan)LIBOR Loan with an Interest Period of one month. In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate LIBOR Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 11:00 a.m. (New York City London time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate LIBOR Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each LenderBank. (d) Interest payable pursuant to Section 2.8(a2.6(a)(i) shall be computed and any other interest, commission or fee accruing under a Credit Document (iother than interest payable pursuant to Section 2.6(a)(ii)) in the case of Base Rate Loans will accrue from day to day and is calculated on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in and a year of 360 days. Interest payable pursuant to Section 2.6(a)(ii) will accrue from day to day and is calculated on the period during which it accrues. In computing interest on any Loan, the date basis of the making actual number of such Loan days elapsed and a year of 365 or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan366 days, as appropriate, when determined by reference to clause (a) of the case may be, shall be includeddefinition of “Alternate Base Rate”, and the date a year of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan360 days at all other times. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loans; providedmaturity, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable and on the applicable Interest Payment Termination Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f2.2(e) shall be computed on the basis of a 365/366-365/366 day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt full by Issuing Bank of any payment of interest the Borrower, including or pursuant to Section 2.8(f2.2(e), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; orand (2ii) if a Eurodollar LIBOR Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base LIBOR Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar LIBOR Rate Loan, shall be selected by Borrowers the Company Representative and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar LIBOR Rate Loans there shall be no more than eight five (8) 5) Interest Periods outstanding at any time. In the event Borrowers fail the Company Representative fails to specify between a Base Rate Loan or a Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar LIBOR Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Company Representative fails to specify an Interest Period for any Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Company Representative shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Company Representative and each Lender. (d) Interest payable pursuant to Section 2.8(a2.7(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar LIBOR Rate Loan, the date of conversion of such Eurodollar LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Datematurity. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan Class of Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:thereof (i) in the case of Revolving Loans:, (A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin, or (B) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin, (ii) in the case of Swingline Loans, at the Base Rate plus the Applicable Margin, and (iii) in the case of Term Loans, (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; , or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan Swingline Loan, which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers Borrower and notified to Administrative Agent and Lenders (who shall notify the relevant Lenders) pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) 15 Interest Periods outstanding at any time. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon on all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans with reference to the Prime Rate, on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate LoansLoans or Base Rate Loans with reference to the Federal Funds Effective Rate, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; providedprovided that, if a Loan is repaid on the same day on which it is made, one day’s 's interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears (i) on each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the principal amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of as the Loanscase may be; provided, howeverprovided that, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans Loans, and (ii) thereafter, a rate determined that is 2.00% per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Revolving Loans that are Base Rate Loans. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366360-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which that has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s 's Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by BorrowersBorrower.

Interest on Loans. (a) 2.5.1. Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar Rate Term Benchmark Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Term SOFR Rate plus the Applicable Margin. (b) 2.5.2. The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate Term Benchmark Loan, shall be selected by Borrowers the Borrower and notified to the Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) 2.5.3. In connection with Eurodollar Rate Term Benchmark Loans there shall be no more than eight ten (8) 10) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Term Benchmark Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Term Benchmark Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate Term Benchmark Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on On each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Term Benchmark Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) 2.5.4. Interest payable pursuant to Section 2.8(aclause (a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-365 day or 366-366 day year, as the case may be, and (ii) in the case of Eurodollar Rate Term Benchmark Loans, on the basis of a 360-360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or the last Interest Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Term Benchmark Loan, the date of conversion of such Eurodollar Rate Term Benchmark Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Term Benchmark Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Term Benchmark Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) 2.5.5. Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on (i) each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; and (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and prepaid (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date). (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth hereinin this Agreement, each Loan shall bear interest on the unpaid principal amount thereof from from, and including, the date on which such Loan is made through through, and including, the date of repayment in full (whether by acceleration or otherwise) thereof thereof, as follows: (i) in the case of any Revolving Loans, if such Loan is outstanding as: (1A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2B) if a Eurodollar Rate SOFR Loan, at Adjusted Term SOFR for the Adjusted Eurodollar Rate applicable Interest Period plus the Applicable Margin; orand (ii) in the case of Swing Line Swingline Loans, at the Base Swingline Rate plus (or with respect to any Swingline Loan advanced pursuant to an Auto Borrow Agreement, such other rate as separately agreed in writing between the Applicable MarginBorrowers and the Swingline Lender). (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan Swingline Loan, which can may only be made and maintained as Base at the Swingline Rate Loans only(unless and until converted into a Revolving Loan pursuant to the terms and conditions hereof)), and the Interest Period with in respect to of any Eurodollar Rate Loanrequested Borrowing of, or continuation of or conversion to, SOFR Loans, in each case of the foregoing, shall be selected by Borrowers the applicable Borrower and notified to the Administrative Agent and the Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; , provided, until the earlier of that, (i) no Borrowing may be converted into, or continued as, a SOFR Borrowing if a Default or an Event of Default then exists or would result therefrom, unless the date on which Joint Lead Arrangers notify Borrowers that the primary syndication Administrative Agent and each of the Loans and Revolving Commitments has been completedLenders shall have otherwise consented in writing, as determined by Joint Lead Arrangers, and (ii) subject to the date that is 60 days after the Closing Dateforegoing clause (b)(i), if, at expiration of any Interest Period in respect of any SOFR Loan, the Loans Borrowers shall have failed to deliver a Conversion / Continuation Notice, then the Borrowers shall be maintained deemed to have elected to continue such Loan as either (1) Eurodollar Rate Loans having a SOFR Loan with an Interest Period of no longer than one month or the same duration as the Interest Period then in effect, (2iii) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight five (8) 5) Interest Periods outstanding in effect at any time. In the event Borrowers fail time with respect to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable all outstanding SOFR Loans, taken together, (iv) if any Funding Notice or Conversion/any Conversion / Continuation Notice, such Loan (if outstanding as Notice requests a Eurodollar Rate Loan) will be automatically converted into SOFR Borrowing or a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain asconversion to, or continuation of, outstanding SOFR Loans (if as applicable) but does not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail to specify an Interest Period for any Eurodollar Rate Loan in respect of such SOFR Loans, then the applicable Funding Notice or Conversion/Continuation Notice, Borrowers shall be deemed to have selected an Interest Period of one (1) month, and (v) in the event that the Borrowers fail to specify the Type of a requested Borrowing, conversion or continuation in an applicable Funding Notice or Conversion / Continuation Notice, then (A) any such requested Borrowing shall be a Base Rate Borrowing, (B) any outstanding Base Rate Loans relating thereto shall continue to remain outstanding as Base Rate Loans, and (C) any outstanding SOFR Loans relating thereto shall be automatically continued as SOFR Loans with an Interest Period of the same duration as the Interest Period then in effect for such SOFR Loans. As soon as practicable after 10:00 a.m. (New York City time) A.M. on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to each of the Eurodollar Rate SOFR Loans for which an interest rate is then being determined (and for the applicable Interest Period Period) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrowers and each Lender. (dc) Interest payable pursuant to this Section 2.8(a) 2.7 shall be computed (i) in the case of Base Rate Loans on the basis of (i) for interest at the Base Rate (including, for the avoidance of doubt, the Base Rate determined by reference to clause (c) of the definition of “Base Rate” in Section 1.1), a year of three-hundred sixty-five (365) or three-day or hundred sixty-six (366-day year) calendar days, as the case may be, and (ii) in the case for all other computations of Eurodollar Rate Loansfees and interest, on the basis a year of a three-hundred sixty (360-day year) calendar days, in each case of the foregoing clauses (c)(1) and (c)(ii), for the actual number of calendar days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first (1st) day of an Interest Period applicable to such Loan Loan, or, with respect to a Base Rate Loan being converted from a Eurodollar Rate SOFR Loan, the date of conversion of such Eurodollar Rate outstanding SOFR Loan to such a Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan Loan, or, with respect to a Base Rate Loan being converted to a Eurodollar Rate SOFR Loan, the date of conversion of such outstanding Base Rate Loan to such Eurodollar Rate s SOFR Loan, as the case may be, shall be excluded; provided, that, notwithstanding anything to the contrary in the foregoing, if a any Loan is repaid on the same day on which it is made, then one (1) day’s interest shall be paid on that Loan. (d) If, as a result of any restatement of, or other adjustment to, the financial statements of the Parent or for any other reason, the Parent or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code or other Debtor Relief Law, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This clause (d) shall not limit the rights of the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, as the case may be, under any other provision of this Agreement or any Credit Document. Each Borrower’s obligations under this clause (d) shall survive the termination of the Commitments and the repayment of all other Obligations. (e) Except as otherwise expressly set forth hereinin this Agreement, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment dateLoan; (ii) shall accrue on upon any prepayment of such Loan (other than a daily basis and voluntary prepayment of a Revolving Loan, which interest shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatoryaccordance with the foregoing clause (e)(i)), to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Revolving Commitment Termination Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree Each Borrower agrees to pay to the applicable Issuing Bank, with respect to drawings honored under any Letter of CreditCredit issued by such Issuing Bank, interest on the amount paid by the Issuing Bank in respect of each such honored drawing from from, and including, the date such drawing is honored to to, but excluding excluding, the date such amount is reimbursed by by, or on behalf of Borrowers of, such Borrower, at a rate equal to to: (i) for the period from the date one Business Day following from, and including, the date such drawing is honored to to, but excluding excluding, the applicable Reimbursement Date, the rate of interest otherwise payable hereunder under this Agreement with respect to Revolving Loans that are Base Rate Loans Loans; and (ii) thereafter, a rate determined that is the lesser of (A) two percent (2.00%) per annum in accordance excess of the rate of interest otherwise payable under this Agreement with Section 2.10respect to Revolving Loans that are Base Rate Loans, and (B) the Highest Lawful Rate. (g) Interest payable pursuant to Section 2.8(fthe foregoing clause (f) shall be computed on the basis of a 365/366year of three-day year hundred sixty-five (365) or three-hundred sixty-six (366) calendar days, as the case may be, for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by the Issuing Bank of any payment of interest pursuant to Section 2.8(fthe foregoing clause (f), the Issuing Bank shall distribute to each Lender, out of the interest received by the Issuing Bank in respect of the period from the date such drawing is honored to to, but excluding excluding, the date on which the Issuing Bank is reimbursed for the amount of such drawing (including including, without limitation, any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender Xxxxxx would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event that the Issuing Bank shall have been reimbursed by the Lenders for all all, or any portion portion, of such honored drawing, the Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e2.3(e) with respect to such honored drawing such LenderXxxxxx’s Pro Rata Share Revolving Commitment Percentage of any interest received by the Issuing Bank in respect of that portion of such honored drawing so reimbursed by the Lenders for the period from from, and including, the date on which the Issuing Bank was so reimbursed by the Lenders to to, but excluding excluding, the date on which such portion of such honored drawing is reimbursed by the Borrowers. (h) In connection with the use and/or administration of SOFR, the SOFR Reference Rate (for any applicable tenor) and/or any SOFR-Based Rate, the Administrative Agent shall have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary in this Agreement or in any other Credit Document, any amendment(s) implementing any such Conforming Changes shall become effective without any further action(s) and/or consent(s) of any other party to this Agreement or any other Credit Document or of any other Person. The Administrative Agent shall promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes implemented in connection with the use and/or administration of SOFR, the SOFR Reference Rate (for any applicable tenor) and/or any SOFR- Based Rate.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan all Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar LIBOR Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base LIBOR Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar LIBOR Rate Loan, shall be selected by Borrowers Administrative Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar LIBOR Rate Loans there shall be no more than eight five (8) 5) Interest Periods outstanding at any time. In the event Borrowers fail Administrative Borrower fails to specify between a Base Rate Loan or a Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar LIBOR Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Administrative Borrower fails to specify an Interest Period for any Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Administrative Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Administrative Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a2.6(a)(i) shall be computed (i) in the case of respect to Base Rate Loans determined by reference to the Prime Rate, on the basis of a 365-day or 366-365/366 day year, as the case may be, and (ii) in the case of Eurodollar respect to all other Base Rate Loans and LIBOR Loans, on the basis of a 360-360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar LIBOR Rate Loan, the date of conversion of such Eurodollar LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same same-day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears in cash on (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment dateLoan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that such Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Maturity Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan the Loans shall bear interest on the unpaid principal amount thereof from the date made through to but excluding the date of repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable MarginRate; or (ii) in the case of Swing Line Loansif a SOFR Loan, at the Base Rate Adjusted Term SOFR plus the Applicable MarginRate. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)the Loans, and the Interest Period with respect to any Eurodollar Rate SOFR Loan, shall be selected by Borrowers the Borrower and notified to Administrative each Agent and the Lenders pursuant to the applicable Funding Notice or applicable Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate SOFR Loans there shall be no more than eight five (8) 5) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate SOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate SOFR Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate SOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one (1) month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate SOFR Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each LenderLender holding Loans. (d) Interest payable pursuant to Section 2.8(a2.5(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate SOFR Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan, the last Interest Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate SOFR Loan, the date of conversion of such Eurodollar Rate SOFR Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate SOFR Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate SOFR Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: , (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or or (2) if a Eurodollar Rate SOFR Loan, at the Adjusted Eurodollar Rate Term SOFR plus the Applicable Margin; orand (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate SOFR Loan, shall be selected by Borrowers the Borrower and notified to the Administrative Agent and Lenders pursuant to the applicable Funding Borrowing Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Borrowing Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar Rate SOFR Loans there shall be no more than eight (8) fifteen Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate SOFR Loan in the applicable Funding Borrowing Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate SOFR Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate SOFR Loan in the applicable Funding Borrowing Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one (1) month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest the applicable Periodic Term SOFR Determination Day or Base Rate Term SOFR Determination DateDay, as the case may be, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate SOFR Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a2.6(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate SOFR Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate SOFR Loan, the date of conversion of such Eurodollar Rate SOFR Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate SOFR Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate SOFR Loan, as the case may be, shall be excluded; provided, provided that if a Loan is repaid on the same day on which it is made, made one (1) day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) with respect to Loans, shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment dateInterest Payment Date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iiiiv) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree The Borrower agrees to pay to the Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by the Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers the Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans made ratably by the Lenders with Revolving Commitments, and (ii) thereafter, a rate determined which is 2% per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Revolving Loans that are Base Rate Loans made ratably by the Revolving Lenders. (g) Interest payable pursuant to Section 2.8(f2.6(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by the Issuing Bank of any payment of interest pursuant to Section 2.8(f2.6(f), the Issuing Bank shall distribute to each Lender, out of the interest received by the Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which the Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender Xxxxxx would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event the Issuing Bank shall have been reimbursed by Lenders Xxxxxxx for all or any portion of such honored drawing, the Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e2.3(e) with respect to such honored drawing such LenderXxxxxx’s Pro Rata Share share of any interest received by the Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which the Issuing Bank was so reimbursed by Lenders Xxxxxxx to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersthe Borrower.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan Class of Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:thereof (i) in the case of Revolving Loans:, (A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin, or (B) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin, (ii) in the case of Swingline Loans, at the Base Rate plus the Applicable Margin, and (iii) in the case of Term Loans, (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; , or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan Swingline Loan, which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers Borrower and notified to Administrative Agent and Lenders (who shall notify the relevant Lenders) pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) 15 Interest Periods outstanding at any time. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon on all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans with reference to the Prime Rate, on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate LoansLoans or Base Rate Loans with reference to the Federal Funds Effective Rate, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; providedprovided that, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears (i) on each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the principal amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of as the Loanscase may be; provided, howeverprovided that, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans Loans, and (ii) thereafter, a rate determined that is 2.00% per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Revolving Loans that are Base Rate Loans. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366360-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which that has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by BorrowersBorrower.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans, the Term Loan A or the Sixth Amendment Term Loan A: (1A) if a Base Rate LoanLoan (including a Base Rate Loan referencing the Adjusted Term SOFR Rate), at the Base Rate plus the Applicable Margin; or (2B) if a Eurodollar Term SOFR Rate Loan, at the Adjusted Eurodollar Term SOFR Rate plus the Applicable Margin; orand (ii) in the case of Swing Line Swingline Loans, at the Base Rate plus Swingline Rate; (iii) in the Applicable Margincase of any Term Loan established pursuant to Section 2.1(d)(iii), at the percentages per annum specified in the lender joinder agreement(s) and/or the commitment agreement(s) whereby such Term Loan is established. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan Swingline Loan, which can may only be made and maintained as Base at the Swingline Rate Loans only(unless and until converted into a Revolving Loan pursuant to the terms and conditions hereof)), and the Interest Period with respect to any Eurodollar Adjusted Term SOFR Rate Loan, shall be selected by Borrowers the Borrower and notified to Administrative the Agent and the Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of then for that day (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completedif such Loan is a Term SOFR Rate Loan, as determined by Joint Lead Arrangers, such Loan shall become a Base Rate Loan and (ii) the date that if such Loan is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan, such Loan shall remain a Base Rate Loan. (c) In connection with Eurodollar Term SOFR Rate Loans Loans, there shall be no more than eight six (8) 6) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Term SOFR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (i) if outstanding as a Eurodollar Term SOFR Rate Loan) , will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan Loan, and (or ii) if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Term SOFR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one (1) month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative the Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to each of the Eurodollar Term SOFR Rate Loans for which an interest rate is then being determined (and for the applicable Interest Period in the case of Term SOFR Rate Loans) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to this Section 2.8(a) 2.7 shall be computed (i) in the case of Base Rate Loans on the basis of (i) for interest at the Base Rate (including Base Rate Loans determined by reference to the Adjusted Term SOFR Rate), a year of three hundred sixty-five (365) or three hundred sixty-day or six (366-day year) days, as the case may be, and (ii) in the case for all other computations of Eurodollar Rate Loansfees and interest, on the basis a year of a three hundred sixty (360-day year) days, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Term SOFR Rate Loan, the date of conversion of such Eurodollar Term SOFR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Term SOFR Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Term SOFR Rate Loan, as the case may be, shall be excluded; provided, that if a Loan is repaid on the same day on which it is made, one (1) day’s interest shall be paid on that Loan. (e) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Agent for the account of the Lenders promptly on demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code or other Debtor Relief Law, automatically and without further action by the Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This Section 2.7(e) shall not limit the rights of the Agent or any Lender, as the case may be, under any other provision of this Agreement. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations. (f) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether Loan (other than a voluntary prepayment of a Revolving Loan or mandatoryTerm Loan which interest shall be payable in accordance with clause (i) above), to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Datematurity. (fg) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree The Borrower agrees to pay to the Issuing Bank, with respect to drawings honored under any Letter of CreditCredit issued by the Issuing Bank, interest on the amount paid by the Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers the Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans Loans, and (ii) thereafter, a rate determined which is the lesser of (y) two percent (2%) per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Revolving Loans that are Base Rate Loans, and (z) the Highest Lawful Rate. (gh) Interest payable pursuant to Section 2.8(f2.7(g) shall be computed on the basis of a 365/366year of three hundred sixty-day year five (365) or three hundred sixty-six (366) days, as the case may be, for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by the Issuing Bank of any payment of interest pursuant to Section 2.8(f2.7(g), the Issuing Bank shall distribute to each Lender, out of the interest received by the Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which the Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender Xxxxxx would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event the Issuing Bank shall have been reimbursed by the Lenders for all or any portion of such honored drawing, the Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e2.3(e) with respect to such honored drawing such LenderXxxxxx’s Pro Rata Share Revolving Commitment Percentage of any interest received by the Issuing Bank in respect of that portion of such honored drawing so reimbursed by the Lenders for the period from the date on which the Issuing Bank was so reimbursed by the Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersthe Borrower.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar Rate Term Benchmark Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Term SOFR Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate Term Benchmark Loan, shall be selected by Borrowers the Borrower and notified to the Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Term Benchmark Loans there shall be no more than eight ten (8) 10) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Term Benchmark Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Term Benchmark Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate Term Benchmark Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on On each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Term Benchmark Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(aclause (a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-365 day or 366-366 day year, as the case may be, and (ii) in the case of Eurodollar Rate Term Benchmark Loans, on the basis of a 360-360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or the last Interest Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Term Benchmark Loan, the date of conversion of such Eurodollar Rate Term Benchmark Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Term Benchmark Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Term Benchmark Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on (i) each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; and (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and prepaid (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date). (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth hereinSubject to Section 2.07, each Loan shall bear interest on the unpaid outstanding principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; orMargin and (2ii) if in the case of a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the . The applicable Base Rate plus or Adjusted Eurodollar Rate shall be determined by the Applicable MarginAdministrative Agent, and such determination shall be conclusive and binding on the parties hereto, absent manifest error. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate LoanBorrowing, shall be selected by Borrowers and notified to Administrative Agent and Lenders the Borrower pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may beNotice delivered in accordance herewith; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers provided that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) Interest Periods 25 Eurodollar Rate Borrowings outstanding at any time. In the event Borrowers fail the Borrower fails to specify between in the applicable Funding Notice the Type of the requested Borrowing, then the requested Borrowing shall be made as a Base Rate Loan or Borrowing. In the event the Borrower fails to deliver in accordance with Section 2.06 a Conversion/Continuation Notice with respect to any Eurodollar Rate Loan Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted into a Base Rate Borrowing. In the event the Borrower requests the making of, or the conversion to or continuation of, any Eurodollar Rate Borrowing but fails to specify in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on Notice the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain asto be applicable thereto, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected specified an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers and each Lender. (dc) Interest payable pursuant to Section 2.8(a) on Loans shall accrue on a daily basis and shall be computed (i) in the case of Base Rate Loans Loans, on the basis of a 365-day year of 365 days (or 366-day 366 days in a leap year, as the case may be, ) and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day yearyear of 360 days, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or the most recent Interest Payment Date with respect to such Loan or, with respect to a Base Eurodollar Rate Loan being converted from to a Eurodollar Base Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid accrue on that such Loan. (ed) Except as otherwise set forth herein, Accrued interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect applicable to interest accrued such Loan and on and to the day immediately preceding such payment dateCommitment Termination Date; provided that (iii) shall accrue on a daily basis and shall be payable in arrears upon the event of any repayment or prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and any Loan (iii) shall accrue on other than a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate LoanLoan prior to the end of the Commitment Period), accrued interest on the principal amount repaid or prepaid shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all repayment or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.prepayment and

Interest on Loans. (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that Syndication Agent notifies Borrower that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing DateSyndication Agent, the Term Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan. (c) In connection with Eurodollar Rate Loans there shall be no more than eight five (8) 5) Interest Periods outstanding at any time. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or the last Interest Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable next Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans Loans, there shall be no more than eight one (8) 1) Interest Periods Period outstanding at any time. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail to specify an The Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan, the last Interest Payment Date with respect to such Loan orand, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan orand, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan Class of Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base an Index Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Index Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loansif a LIBOR Rate Loan, at the Base LIBOR Rate plus the Applicable Margin.; (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar LIBOR Rate Loan, shall be selected by Borrowers Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar a Index Rate Loans having an Interest Period of no longer than one month or (2) Base Rate LoansLoan. (c) In connection with Eurodollar LIBOR Rate Loans there shall be no more than eight six (8) 6) Interest Periods outstanding at any time. In the event Borrowers fail Company fails to specify between a Base Index Rate Loan or a Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar LIBOR Rate Loan) will be automatically converted into a Base Index Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Index Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Index Rate Loan). In the event Borrowers fail Company fails to specify an Interest Period for any Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Company shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Company and each Lender. (d) Interest payable pursuant to Section 2.8(a2.6(a) shall be computed (i) in the case of Base Index Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar LIBOR Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Index Rate Loan being converted from a Eurodollar LIBOR Rate Loan, the date of conversion of such Eurodollar LIBOR Rate Loan to such Base Index Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Index Rate Loan being converted to a Eurodollar LIBOR Rate Loan, the date of conversion of such Base Index Rate Loan to such Eurodollar LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loansmaturity; provided, however, with respect to any voluntary prepayment of a Base Index Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Tranche B Term Loans and Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar LIBOR Rate Loan, at the Adjusted Eurodollar LIBOR Rate plus the Applicable Margin; or; (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin; and (iii) in the case of New Term Loans, at the rate set forth in the applicable Joinder Agreement. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can shall only be made and maintained as a Base Rate Loans onlyLoan), and the Interest Period with respect to any Eurodollar LIBOR Rate Loan, shall be selected by Borrowers Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar LIBOR Rate Loans there shall be no more than eight (8) ten Interest Periods outstanding at any time. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar LIBOR Rate Loan) will shall be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all partiesparties to this Agreement) the interest rate that shall apply to the Eurodollar LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, be and (ii) in the case of Eurodollar LIBOR Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar LIBOR Rate Loan, the date of conversion of such Eurodollar LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar LIBOR Rate Loan, as the case may be, shall be excluded; provided, that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that such Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaidprepaid (other than voluntary prepayments of Revolving Loans); and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loanssuch Loan, including final maturity of the Loanssuch Loan; provided, however, that with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers Borrower, including reimbursement of the Issuing Bank made by a funding of Revolving Loans in accordance with Section 2.7, at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined which is 2.00% per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Revolving Loans that are Base Rate Loans. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Revolving Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Revolving Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by such Lenders for the period from the date on which Issuing Bank was so reimbursed by such Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by BorrowersBorrower. Notwithstanding anything to the contrary set forth herein, Borrower shall not be required to pay interest on any unreimbursed drawing to the extent Issuing Bank has been repaid with the proceeds of Revolving Loans and any reimbursement made to the Issuing Bank with proceeds of Revolving Loans shall be deemed to satisfy Borrower’s obligation to reimburse the Issuing Bank therefor.

Interest on Loans. (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2B) if a Eurodollar LIBO Rate Loan, at the Adjusted Eurodollar LIBO Rate plus the Applicable Margin; (ii) in the case of Multi-Draw Term Loans: (A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; (B) if a LIBO Rate Loan, at the Adjusted LIBO Rate plus the Applicable Margin; or (iiiii) in the case of Swing Line New Multi-Draw Term Loans, at the Base Rate plus rate set forth in the Applicable MarginJoinder Agreement. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar LIBO Rate Loan, shall be selected by Borrowers the Company Representative and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar LIBO Rate Loans there shall be no more than eight (8) five Interest Periods outstanding at any time. In the event Borrowers fail the Company Representative fails to specify between a Base Rate Loan or a Eurodollar LIBO Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar LIBO Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Company Representative fails to specify an Interest Period for any Eurodollar LIBO Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Company Representative shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar LIBO Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall will promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Company Representative and each Lender. (d) Interest payable pursuant to Section 2.8(a2.6(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-three hundred sixty day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, or with respect to a Base Rate Loan being converted from a Eurodollar LIBO Rate Loan, the date of conversion of such Eurodollar LIBO Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar LIBO Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar LIBO Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment dateInterest Payment Date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; providedprovided that, howevernotwithstanding anything to the contrary in this Agreement, with respect to any voluntary prepayment cash pay interest due to be paid on any Interest Payment Date (such date, the “PIK Election Date”), the Company Representative may elect on a one time basis, by delivering irrevocable written notice of a Base such election to Administrative Agent at least two (2) Business Days prior to the PIK Election Date, to pay such interest (or any portion thereof) due to be paid on the PIK Election Date and interest due to be paid during the period of twelve (12) months following the PIK Election Date, in each case, in kind upon which such interest and additional interest determined based on the PIK Rate Loan, and the proportion of cash interest elected to be paid in kind shall be added to the outstanding principal amount of the Loans effective as of such Interest Payment Date and each quarterly Interest Payment Date during such period. Amounts representing accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except that are added to the extent funded with Revolving outstanding principal of Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, accruing such interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of shall thereafter constitute principal and bear interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.102.6(a) and otherwise be treated as Loans for purposes of this Agreement. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) Interest Periods outstanding at any time. In the event Borrowers fail to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) without duplication of amounts payable in connection with Section 2.7(f) (Interest on Loans), in the case of Revolving Loans: (1A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2B) if a Eurodollar LIBO Rate Loan, at the Adjusted Eurodollar LIBO Rate plus the Applicable Margin; or (ii) in the case of Swing Line Term Loans: (A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (B) if a LIBO Rate Loan, at the Adjusted LIBO Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar LIBO Rate Loan, shall be selected by Borrowers Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar LIBO Rate Loans there shall be no more than eight four (8) 4) Interest Periods outstanding at any timetime with respect to the Term Loans and no more than six (6) Interest Periods outstanding at any time with respect to Revolving Loans. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar LIBO Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if not then outstanding, will be made as (or if outstanding as a Eurodollar Base Rate Loan will remain as) a Base Rate Loan) , or if outstanding as a LIBO Rate Loan, will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar LIBO Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. 12:00 p.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar LIBO Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a2.7(a) (Interest on Loans) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day 365 or 366-366 day year, as the case may be, and (ii) in the case of Eurodollar LIBO Rate Loans, on the basis of a 360-360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar LIBO Rate Loan, the date of conversion of such Eurodollar LIBO Rate Loan to such Base Rate Loan, as the case may be, Loan shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar LIBO Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar LIBO Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Without duplication of any amounts payable under Section 2.4(d2.7(a)(i) (Interest on Loans), Borrowers agree Borrower agrees to pay to each Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by such Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Datedate that is one Business Day immediately following the date on which such drawing is honored, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans Loans, and (ii) thereafter, a rate determined which is 2% per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Revolving Loans that are Base Rate Loans. (g) Interest payable pursuant to Section 2.8(f2.7(f) (Interest on Loans) shall be computed on the basis of a 365/366-365/366 day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by any Issuing Bank of any payment of interest pursuant to Section 2.8(f2.7(f) (Interest on Loans), such Issuing Bank shall distribute to each Revolving Lender, out of the interest received by such Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which such Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Revolving Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event any Issuing Bank shall have been reimbursed by Lenders a Revolving Lender for all or any portion of such honored drawing, such Issuing Bank shall distribute to each Revolving Lender which has paid all amounts payable by it under Section 2.4(e2.3(c) (Drawings and Reimbursements; Funding of Participations) with respect to such honored drawing such Revolving Lender’s Pro Rata Share of any interest received by such Issuing Bank in respect of that portion of such honored drawing so reimbursed by Revolving Lenders for the period from the date on which such Issuing Bank was so reimbursed by Revolving Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by BorrowersBorrower.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar Eurocurrency Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Eurocurrency Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Eurocurrency Rate Loan, shall be selected by Borrowers the Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Eurocurrency Rate Loans there shall be no more than eight seven (8) 7) Interest Periods outstanding at any time. In the event Borrowers fail the Company fails to specify between a Base Rate Loan or a Eurodollar Eurocurrency Rate Loan in the applicable Funding Notice or the applicable Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Eurocurrency Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Company fails to specify an Interest Period for any Eurodollar Eurocurrency Rate Loan in the applicable Funding Notice or the applicable Conversion/Continuation Notice, Borrowers the Company shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Eurocurrency Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Company and each Lender. (d) Interest payable pursuant to Section 2.8(a2.5(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Eurocurrency Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Eurocurrency Rate Loan, the date of conversion of such Eurodollar Eurocurrency Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Eurocurrency Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Eurocurrency Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loansmaturity; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of If a Revolving LoansLoan, MDTL Term Loan or Tranche A Term Loan: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or; (2) if a Eurodollar LIBOR Rate Loan, at the Adjusted Eurodollar LIBOR Rate plus the Applicable Margin; orand (ii) in the case of Swing Line Loansif a Tranche B Term Loan, at the Base Rate plus the Applicable MarginMargin for Tranche B Term Loans. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar LIBOR Rate Loan, shall be selected by Borrowers the Company Representative and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar LIBOR Rate Loans there shall be no more than eight five (8) 5) Interest Periods outstanding at any time. In the event Borrowers fail the Company Representative fails to specify between a Base Rate Loan or a Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar LIBOR Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Company Representative fails to specify an Interest Period for any Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Company Representative shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Company Representative and each Lender. (d) Interest payable pursuant to Section 2.8(a2.7(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar LIBOR Rate Loan, the date of conversion of such Eurodollar LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Datematurity. (f) Except Notwithstanding any of the foregoing to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d)contrary, Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, accrued interest on the Revolving Loans, Tranche A Term Loans and MDTL Term Loans will be payable in cash and accrued interest on the Tranche B Term Loans shall be paid in kind (rather than in cash) by adding such accrued interest to the outstanding principal amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding Tranche B Term Loans as of the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one second Business Day following the date last day of each Fiscal Quarter (i.e. January, April, July, October). Amounts representing accrued interest which are added to the outstanding principal of Loans accruing such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined shall thereafter bear interest in accordance with Section 2.102.7(a) and otherwise be treated as Loans for purposes of this Agreement. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar LIBOR Rate Loan, at the Adjusted Eurodollar LIBOR Rate plus the Applicable Margin; or provided, however, that notwithstanding the foregoing, each Revolving Loan made (outside the LC Availability Period, if any) solely for the purpose of providing cash collateral for any letter of credit permitted by Section 6.1(l) shall bear interest on the unpaid principal amount thereof at the Applicable Margin with respect to LIBOR Rate Loans from the date made through the earlier of the date of repayment (whether by acceleration or otherwise) of such Revolving Loan or the date of expiration of cancellation of such letter of credit. Notwithstanding anything to the contrary contained herein, but subject to Section 2.7(h), in no event shall (i) the Adjusted LIBOR Rate be less than one and one-half percent (1.50%) per annum or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Marginbe less than four and one-half percent (4.50%) per annum. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar LIBOR Rate Loan, shall be selected by Borrowers Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar LIBOR Rate Loans there shall be no more than eight (8) Interest Periods outstanding at any time. In the event Borrowers fail Company fails to specify between a Base Rate Loan or a Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar LIBOR Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Company fails to specify an Interest Period for any Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Company shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. 12:00 p.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Company and each Lender.. Credit and Guaranty Agreement (d) Interest payable pursuant to Section 2.8(a2.7(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar LIBOR Rate Loan, the date of conversion of such Eurodollar LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears (i) on each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Datematurity. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree Company agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers Company at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans Loans, and (ii) thereafter, a rate determined which is the lesser of (y) 2% per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Revolving Loans that are Base Rate Loans, and (z) the Highest Lawful Rate. (g) Interest payable pursuant to Section 2.8(f2.7(f) shall be computed on the basis of a 365/366360-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f2.7(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e2.3(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by BorrowersCompany. (h) Notwithstanding anything to the contrary contained herein, the interest rate on any Base Rate Loan for any day shall never be less than the sum of (i) the rate appearing on Reuters Screen LIBOR01 Page (or any successor or substitute page of such service or Credit and Guaranty Agreement successor or substitute service acceptable to the Administrative Agent) on such date (or the immediately preceding Business Day, if such date is not a Business Day), as the rate for dollar deposits with a maturity comparable to an Interest Period of one (1) month, divided by the sum of (x) 1 minus (y) the Applicable Reserve Requirement plus (ii) the Applicable Margin for LIBOR Rate Loans.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving LoansLoans or the Term Loan A: (1A) if a Base Rate LoanLoan (including a Base Rate Loan referencing the Adjusted Term SOFR Rate), at the Base Rate plus the Applicable Margin; or (2B) if a Eurodollar Term SOFR Rate Loan, at the Adjusted Eurodollar Term SOFR Rate plus the Applicable Margin; orand (ii) in the case of Swing Line Swingline Loans, at the Base Rate plus Swingline Rate; (iii) in the Applicable Margincase of any Term Loan established pursuant to Section 2.1(d)(iii), at the percentages per annum specified in the lender joinder agreement(s) and/or the commitment agreement(s) whereby such Term Loan is established. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan Swingline Loan, which can may only be made and maintained as Base at the Swingline Rate Loans only(unless and until converted into a Revolving Loan pursuant to the terms and conditions hereof), and the Interest Period with respect to any Eurodollar Term SOFR Rate Loan, shall be selected by Borrowers the Borrower and notified to Administrative the Agent and the Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of then for that day (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completedif such Loan is a Term SOFR Rate Loan, as determined by Joint Lead Arrangers, such Loan shall become a Base Rate Loan and (ii) the date that if such Loan is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan, such Loan shall remain a Base Rate Loan. (c) In connection with Eurodollar Term SOFR Rate Loans Loans, there shall be no more than eight six (8) 6) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Term SOFR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (i) if outstanding as a Eurodollar Term SOFR Rate Loan) , will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan Loan, and (or ii) if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Term SOFR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one (1) month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative the Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to each of the Eurodollar Term SOFR Rate Loans for which an interest rate is then being determined (and for the applicable Interest Period in the case of Term SOFR Rate Loans) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to this Section 2.8(a) 2.7 shall be computed (i) in the case of Base Rate Loans on the basis of (i) for interest at the Base Rate (including Base Rate Loans determined by reference to the Adjusted Term SOFR Rate), a year of three hundred sixty-five (365) or three hundred sixty-day or six (366-day year) days, as the case may be, and (ii) in the case for all other computations of Eurodollar Rate Loansfees and interest, on the basis a year of a three hundred sixty (360-day year) days, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Term SOFR Rate Loan, the date of conversion of such Eurodollar Term SOFR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Term SOFR Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Term SOFR Rate Loan, as the case may be, shall be excluded; provided, that if a Loan is repaid on the same day on which it is made, one (1) day’s interest shall be paid on that Loan. (e) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Agent for the account of the Lenders promptly on demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code or other Debtor Relief Law, automatically and without further action by the Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This Section 2.7(e) shall not limit the rights of the Agent or any Lender, as the case may be, under any other provision of this Agreement. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations. (f) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether Loan (other than a voluntary prepayment of a Revolving Loan or mandatoryTerm Loan which interest shall be payable in accordance with clause (i) above), to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Datematurity. (fg) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree The Borrower agrees to pay to the Issuing Bank, with respect to drawings honored under any Letter of CreditCredit issued by the Issuing Bank, interest on the amount paid by the Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers the Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans Loans, and (ii) thereafter, a rate determined which is the lesser of (y) two percent (2%) per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Revolving Loans that are Base Rate Loans, and (z) the Highest Lawful Rate. (gh) Interest payable pursuant to Section 2.8(f2.7(g) shall be computed on the basis of a 365/366year of three hundred sixty-day year five (365) or three hundred sixty-six (366) days, as the case may be, for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by the Issuing Bank of any payment of interest pursuant to Section 2.8(f2.7(g), the Issuing Bank shall distribute to each Lender, out of the interest received by the Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which the Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender Xxxxxx would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event the Issuing Bank shall have been reimbursed by the Lenders for all or any portion of such honored drawing, the Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e2.3(e) with respect to such honored drawing such LenderXxxxxx’s Pro Rata Share Revolving Commitment Percentage of any interest received by the Issuing Bank in respect of that portion of such honored drawing so reimbursed by the Lenders for the period from the date on which the Issuing Bank was so reimbursed by the Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersthe Borrower.

Interest on Loans. (a) Except as otherwise set forth herein, each Term Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) three Interest Periods outstanding at any time. In The Borrower shall specify the event Borrowers fail to specify between a Base Rate Loan or a Interest Period of any Eurodollar Rate Loan in the applicable Funding Borrowing Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day applicable Notice of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan)Election. In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Borrowing Notice or Conversion/Continuation Noticethe applicable Notice of Interest Period Election, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (dc) Interest payable pursuant to Section 2.8(a2.05(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Term Loan, the date of the making of such Term Loan or the first day of an last Interest Period applicable to such Loan or, Payment Date with respect to a Base Rate such Term Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Term Loan or the expiration date of an Interest Period applicable to such Term Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, that if a Term Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Term Loan. (ed) Except as otherwise set forth herein, interest on each Term Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that such Term Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loanssuch Term Loan, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate such Term Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Type of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in In the case of Revolving Loans: (1A) if a Base Rate Loan, at the Alternate Base Rate plus the Applicable Base Rate Margin; or (2B) if a Eurodollar Rate Loan, at the Adjusted Eurodollar LIBO Rate plus the Applicable LIBO Rate Margin; or; (ii) in the case of Swing Line Loans, at the Alternate Base Rate plus the Applicable Base Rate Margin.; and (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, Loan shall be selected by Borrowers the Borrower and notified to the Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation NoticeInterest Election Request, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation NoticeInterest Election Request, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation NoticeInterest Election Request, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a2.06(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-365 day or 366-366 day year, as the case may be, year and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree The Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers the Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans Loans, and (ii) thereafter, a rate determined which is 2% per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Revolving Loans that are Base Rate Loans or Eurodollar Rate Loans (as applicable). (g) Interest payable pursuant to Section 2.8(f2.06(f) shall be computed on the basis of a 365/366-365/366 day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f2.06(f), Issuing Bank shall distribute to the Administrative Agent, for the account of each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to the Administrative Agent, for the account of each Lender which has paid all amounts payable by it under Section 2.4(e2.03(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersthe Borrower.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving LoansLoans or the Term Loan A: (1A) if a Base Rate LoanLoan (including a Base Rate Loan referencing the Term SOFR), at the Base Rate plus the Applicable Margin; or (2B) if a Eurodollar Rate SOFR Loan, at the Adjusted Eurodollar Rate Term SOFR plus the Applicable Margin; orand (ii) in the case of Swing Line Swingline Loans, at the Base Rate plus the Applicable MarginSwingline Rate. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan Swingline Loan, which can may only be made and maintained as Base at the Swingline Rate Loans only(unless and until converted into a Revolving Loan pursuant to the terms and conditions hereof)), and the Interest Period with respect to any Eurodollar Rate SOFR Loan, shall be selected by Borrowers the Borrower and notified to the Administrative Agent and the Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of then for that day (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completedif such Loan is a SOFR Loan, as determined by Joint Lead Arrangers, such Loan shall become a Base Rate Loan and (ii) the date that if such Loan is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan, such Loan shall remain a Base Rate Loan. (c) In connection with Eurodollar Rate Loans SOFR Loans, there shall be no more than eight (8) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate SOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (i) if outstanding as a Eurodollar Rate SOFR Loan) , will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan Loan, and (or ii) if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate SOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to each of the Eurodollar Rate SOFR Loans for which an interest rate is then being determined (and for the applicable Interest Period in the case of SOFR Loans) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to this Section 2.8(a) 2.7 shall be computed (i) in the case of Base Rate Loans on the basis of (i) for interest at the Base Rate (including Base Rate Loans determined by reference to Term SOFR), a 365year of three hundred sixty-day five or 366three hundred sixty-day yearsix days, as the case may be, and (ii) in the case for all other computations of Eurodollar Rate Loansfees and interest, on the basis a year of a 360-day yearthree hundred sixty days, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate SOFR Loan, the date of conversion of such Eurodollar Rate SOFR Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate SOFR Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate SOFR Loan, as the case may be, shall be excluded; provided, provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code or other Debtor Relief Law, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This subsection (e) shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under any other provision of this Agreement. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations. (f) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears (i) on and to each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether Loan (other than a voluntary prepayment of a Revolving Loan or mandatoryTerm Loan which interest shall be payable in accordance with clause (i) above), to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Datematurity. (fg) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree The Borrower agrees to pay to the Issuing Bank, with respect to drawings honored under any Letter of CreditCredit issued by the Issuing Bank, interest on the amount paid by the Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers the Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans Loans, and (ii) thereafter, a rate determined which is the lesser of (y) two percent per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Revolving Loans that are Base Rate Loans, and (z) the Highest Lawful Rate. (gh) Interest payable pursuant to Section 2.8(f2.7(g) shall be computed on the basis of a 365/366-day year of three hundred sixty days, for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by the Issuing Bank of any payment of interest pursuant to Section 2.8(f2.7(g), the Issuing Bank shall distribute to each Lender, out of the interest received by the Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which the Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender Xxxxxx would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event the Issuing Bank shall have been reimbursed by the Lenders for all or any portion of such honored drawing, the Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e2.3(e) with respect to such honored drawing such LenderXxxxxx’s Pro Rata Share Revolving Commitment Percentage of any interest received by the Issuing Bank in respect of that portion of such honored drawing so reimbursed by the Lenders for the period from the date on which the Issuing Bank was so reimbursed by the Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersthe Borrower.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar Eurocurrency Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Eurocurrency Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Eurocurrency Rate Loan, shall be selected by Borrowers Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Eurocurrency Rate Loans there shall be no more than eight seven (8) 7) Interest Periods outstanding at any time. In the event Borrowers fail Company fails to specify between a Base Rate Loan or a Eurodollar Eurocurrency Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Eurocurrency Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Company fails to specify an Interest Period for any Eurodollar Eurocurrency Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Company shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Eurocurrency Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Company and each Lender. (d) Interest payable pursuant to Section 2.8(a2.7(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Eurocurrency Rate LoansLoans and of fees and Letter of Credit commissions, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Eurocurrency Rate Loan, the date of conversion of such Eurodollar Eurocurrency Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Eurocurrency Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Eurocurrency Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loansmaturity; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar Rate Loans there shall be no more than eight five (8) 5) Interest Periods outstanding at any timetime with respect to the Term Loans. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s 's interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) with respect to Term Loans, shall accrue on a daily basis on and to the April 1st, July 1st, October 1st and January 1st most recently ended prior to such payment date and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding such payment dateDate; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that LoanTerm Loans, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar Rate RateSOFR Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate RateTerm SOFR plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate RateSOFR Loan, shall be selected by Borrowers the Borrower and notified to the Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate RateSOFR Loans there shall be no more than eight ten (8) 10) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate RateSOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate RateSOFR Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate RateSOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate RatePeriodic Term SOFR Determination DateDateDay, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate RateSOFR Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(aclause (a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-365 day or 366-366 day year, as the case may be, and (ii) in the case of Eurodollar Rate RateSOFR Loans, on the basis of a 360-360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or the last Interest Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate RateSOFR Loan, the date of conversion of such Eurodollar Rate RateSOFR Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate RateSOFR Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate RateSOFR Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on (i) each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; and (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and prepaid (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date). (f) Except In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time in consultation with the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d)Borrower (provided that, Borrowers agree to pay to Issuing Bank, any such consultation shall not be required with respect to drawings honored under any Letter of Creditdetermination by the Administrative Agent as to whether any market practice or convention is administratively feasible) and, interest on notwithstanding anything to the amount paid by Issuing Bank contrary herein or in respect of each any other Loan Document, any amendments implementing such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by Benchmark Replacement Conforming Changes will become effective without any further action or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank consent of any payment of interest pursuant other party to Section 2.8(f), Issuing Bank shall distribute to each Lender, out this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds effectiveness of any Revolving Loans), Benchmark Replacement Conforming Changes in connection with the amount that such Lender would have been entitled to receive in respect use or administration of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by BorrowersTerm SOFR.

Interest on Loans. (a) Except as otherwise set forth hereinherein (without duplication of amounts payable in connection with Section 2.6(f) (Interest on Loans)), each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) ), and thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar Rate LIBO RateTerm SOFR Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate LIBO RateTerm SOFR plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate LIBO RateTerm SOFR Loan, shall be selected by Borrowers Borrower and notified to Administrative Agent and the Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate LIBO RateTerm SOFR Loans there shall be no more than eight six (8) 6) Interest Periods outstanding at any time. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate LIBO RateTerm SOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if not then outstanding) will be made as (or if outstanding as a Eurodollar Base Rate Loan will remain as) a Base Rate Loan) , or if outstanding as a LIBO RateTerm SOFR Loan, will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar Rate LIBO RateTerm SOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected an Interest Period of one (1) month. As soon as practicable after 10:00 a.m. 12:00 p.m. (New York City time) on each Interest Rate Rateon each Term SOFR Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate LIBO RateTerm SOFR Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower and each Lender. (d) Interest payable pursuant to this Section 2.8(a) 2.6 shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day 365 or 366-366 day year, as the case may be, and (ii) in the case of Eurodollar Rate LIBO RateTerm SOFR Loans, on the basis of a 360-360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate LIBO RateTerm SOFR Loan, the date of conversion of such Eurodollar Rate LIBO RateTerm SOFR Loan to such Base Rate Loan, as the case may be, Loan shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate LIBO RateTerm SOFR Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate LIBO RateTerm SOFR Loan, as the case may be, shall be excluded; providedprovided that, if a Loan is repaid on the same day on which it is made, one (1) day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, that with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Without duplication of any amounts payable under Section 2.4(d2.6(a) (Interest on Loans), Borrowers agree Xxxxxxxx agrees to pay to each Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by such Issuing Bank in respect of each such honored drawing from the date such drawing is honored to (but excluding excluding) the date such amount is reimbursed by or on behalf of Borrowers Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to (but excluding excluding) the applicable Reimbursement Datedate that is one (1) Business Day immediately following the date on which such drawing is honored, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans Loans, and (ii) thereafter, a rate determined which is two percent (2%) per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Base Rate Loans. (g) Interest payable pursuant to Section 2.8(f2.6(f) (Interest on Loans) shall be computed on the basis of a 365/366-365/366 day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar Rate SOFR Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate Term SOFR plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate SOFR Loan, shall be selected by Borrowers Credit Party Representative and notified to Administrative Agent and the Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate SOFR Loans there shall be no more than eight (8) five Interest Periods outstanding at any time. In the event Borrowers fail Credit Party Representative fails to specify between a Base Rate Loan or a Eurodollar Rate SOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate SOFR Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Credit Party Representative fails to specify an Interest Period for any Eurodollar Rate SOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Credit Party Representative shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. 1:00 p.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate SOFR Loans for which an interest rate is then being determined for the applicable Interest Period and shall will promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Credit Party Representative and each Lender. (d) Interest payable pursuant to Section 2.8(a2.7(a) for Base Rate Loans (including Base Rate Loans determined by reference to the Adjusted Term SOFR) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day 365 or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate SOFR Loan, the date of conversion of such Eurodollar Rate SOFR Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate SOFR Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate SOFR Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth hereinherein (including Section 2.7(g)), interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment dateInterest Payment Date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided. (f) In connection with the use or administration of Term SOFR, howeverAdministrative Agent will have the right (in consultation with the Credit Party Representative) to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. Administrative Agent will promptly notify the Credit Party Representative and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR. (g) On each Interest Payment Date, the Borrowers shall pay, in addition to any other interest due under this Agreement, PIK Interest with respect to any voluntary prepayment the applicable Loans for which interest is paid on such Interest Payment Date accrued for the month or Interest Period, as applicable, in an amount equal to the PIK Margin. All such PIK Interest shall be capitalized and added to the outstanding principal amount of a Base Rate Loan, accrued interest shall instead be payable the applicable Loans on the applicable Interest Payment Date. (f) Except . For purposes of this Agreement and the other Credit Documents, amounts so capitalized pursuant to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter foregoing sentence will constitute a portion of Credit, interest on the outstanding principal amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and will bear interest (iiwhich shall be due and payable) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant this Agreement. Notwithstanding anything to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed contrary contained in this Agreement or in any other Credit Document, in the period during which it accruesevent that any Event of Default has occurred and is continuing as of any Interest Payment Date, and PIK Interest shall be payable on written in cash upon and after demand or, if no such demand is made, on by the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by BorrowersRequisite Lenders.

Interest on Loans. (a) Except as otherwise set forth herein, each the Term Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar LIBOR Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base LIBOR Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar LIBOR Rate Loan, shall be selected by Borrowers Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar LIBOR Rate Loans there shall be no more than eight one (8) 1) Interest Periods Period outstanding at any time. In the event Borrowers fail Company fails to specify between a Base Rate Loan or a Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar LIBOR Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Company fails to specify an Interest Period for any Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Company shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Company and each Lender. (d) Interest payable pursuant to Section 2.8(a2.5(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-360 day or 366-year with respect to LIBOR Rate Loans and 365 day year, as the case may be, and (ii) in the case of Eurodollar year with respect to Base Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar LIBOR Rate Loan, the date of conversion of such Eurodollar LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding such payment date; (iii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; , and (iiiii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity maturity. Notwithstanding any of the Loans; provided, however, with respect foregoing to any voluntary prepayment of a Base Rate Loanthe contrary, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except any Term Loans shall be added to the extent funded with Revolving outstanding principal amount of the Term Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter as of Credit, interest on the amount paid by Issuing Bank in respect last day of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) month for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined as of the end of each Interest Period for LIBOR Rate Loans. Amounts representing accrued interest which are added to the outstanding principal of Term Loans accruing such interest and shall thereafter bear interest in accordance with Section 2.102.5(a) and otherwise be treated as Term Loans for purposes of this Agreement. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth hereinSubject to Section 2.07, each Loan shall bear interest on the unpaid outstanding principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; orMargin and (2ii) if in the case of a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the . The applicable Base Rate plus or Adjusted Eurodollar Rate shall be determined by the Applicable MarginAdministrative Agent, and such determination shall be conclusive and binding on the parties hereto, absent manifest error. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate LoanBorrowing, shall be selected by Borrowers and notified to Administrative Agent and Lenders the Borrower pursuant to the applicable Funding Notice or the applicable Conversion/Continuation Notice, as the case may beNotice delivered in accordance herewith; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers provided that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) Interest Periods 25 Eurodollar Rate Borrowings outstanding at any time. In the event Borrowers fail the Borrower fails to specify between in the Funding Notice the Type of the requested Borrowing, then the requested Borrowing shall be made as a Base Rate Loan or Borrowing. In the event the Borrower fails to deliver in accordance with Section 2.06 a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Notice with respect to any Eurodollar Rate Loan) will Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan)Borrowing. In the event Borrowers fail the Borrower requests the making of, or the conversion to specify an Interest Period for or continuation of, any Eurodollar Rate Loan Borrowing but fails to specify in the applicable Funding Notice or the applicable Conversion/Continuation NoticeNotice the Interest Period to be applicable thereto, Borrowers the Borrower shall be deemed to have selected specified an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers and each Lender. (dc) Interest payable pursuant to Section 2.8(a) on Loans shall accrue on a daily basis and shall be computed (i) in the case of Base Rate Loans Loans, on the basis of a 365-day year of 365 days (or 366-day 366 days in a leap year, as the case may be, ) and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day yearyear of 360 days, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or the most recent Interest Payment Date with respect to such Loan or, with respect to a Base Eurodollar Rate Loan being converted from to a Eurodollar Base Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid accrue on that such Loan. (ed) Except as otherwise set forth herein, Accrued interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect applicable to interest accrued such Loan and on and to the day immediately preceding such payment dateMaturity Date; provided that (iii) shall accrue on a daily basis and shall be payable in arrears upon the event of any repayment or prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and any Loan (iii) shall accrue on other than a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate LoanLoan prior to the end of the Commitment Period), accrued interest on the principal amount repaid or prepaid shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter date of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by repayment or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans prepayment and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis event of any conversion of a 365/366-day year for Eurodollar Rate Loan prior to the actual number end of days elapsed in the period during which it accruescurrent Interest Period therefor, and accrued interest on such Loan shall be payable on written demand or, if no such demand is made, on the effective date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersconversion.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; orRate; (ii) in the case of Swing Line Loansan RFR Loan, at the Base Rate Adjusted Daily Simple SOFR plus the Applicable MarginRate; or (iii) in the case of a SOFR Loan, at Adjusted Term SOFR plus the Applicable Rate. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate SOFR Loan, shall be selected by Borrowers and notified by Borrower Representative to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate SOFR Loans there shall be no more than eight (8) Interest Periods outstanding at any time. In the event Borrowers fail Borrower Representative fails to specify between a Base Rate Loan, an RFR Loan or a Eurodollar Rate SOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate SOFR Loan or an RFR Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate SOFR Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower Representative and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate SOFR Loans and RFR Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, (or with respect to (x) a Base Rate Loan being converted from a Eurodollar SOFR Loan or an RFR Loan, the date of conversion of such SOFR Loan or RFR Loan to such Base Rate Loan or (y) an RFR Loan being converted from a SOFR Loan or a Base Rate Loan, the date of conversion of such Eurodollar SOFR Loan or Base Rate Loan to such Base Rate RFR Loan, as the case may be, ) shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, (or with respect to (x) a Base Rate Loan being converted to a Eurodollar Rate SOFR Loan or an RFR Loan, the date of conversion of such Base Rate Loan to such Eurodollar SOFR Loan or RFR Loan or (y) an RFR Loan being converted to a SOFR Loan or a Base Rate Loan, as the case may be, date of conversion of such RFR to such SOFR Loan or Base Rate Loan) shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in cash in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding such payment date; (ii) shall accrue on a daily basis and shall be payable in cash in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in cash in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Revolving Loan that is a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers Borrowers, jointly and severally, agree to pay to the applicable Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by such Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by an Issuing Bank of any payment of interest pursuant to Section 2.8(f), such Issuing Bank shall distribute to each Lender, out of the interest received by such Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which such Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender Lxxxxx would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event an Issuing Bank shall have been reimbursed by Lenders Lxxxxxx for all or any portion of such honored drawing, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such LenderLxxxxx’s Pro Rata Share of any interest received by such Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which such Issuing Bank was so reimbursed by Lenders Lxxxxxx to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment thereof (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar LIBOR Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base LIBOR Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar LIBOR Rate Loan, shall be selected by Borrowers Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar LIBOR Rate Loans there shall be no more than eight ten (8) 10) Interest Periods outstanding at any time. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar LIBOR Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a2.5(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-360 day year with respect to LIBOR Rate Loans and Base Rate Loans (other than as to clause (i) of the definition of Base Rate) or 366-(solely as to clause (i) of the definition of Base Rate) a 365/366 day year, as the case may be, and (ii) in the case of Eurodollar year with respect to Base Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, the last Interest Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar LIBOR Rate Loan, the date of conversion of such Eurodollar LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears (i) on each Interest Payment Date with respect to interest accrued on Date; and to the day immediately preceding such payment date; (ii) shall accrue upon any reduction or termination of Commitments, on the principal amount of Loans repaid in connection with such reduction or termination. Any interest on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatoryLoan which is not paid when due shall, to the extent accrued permitted by applicable law, bear interest at the same rate as is applicable to that Loan, and such interest on the amount being prepaid; and (iii) shall accrue on a daily basis and interest shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, same times as interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans Loan and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand orshall, if no such demand is madenot paid when due, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowerscompound daily.

Interest on Loans. (a) Except as otherwise set forth hereinSubject to Section 2.9, each Loan shall bear interest on the unpaid outstanding principal amount thereof from the date made or deemed made (including through funding into the DIP Term Funding Account or roll-up of the Roll-Up Loans hereunder) through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable MarginRate; or (2ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Rate. The applicable Base Rate plus or Adjusted Eurodollar Rate shall be determined by the Applicable MarginAdministrative Agent, and such determination shall be conclusive and binding on the parties hereto, absent manifest error. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate LoanBorrowing, shall be selected by Borrowers and notified to Administrative Agent and Lenders the Borrower pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may beNotice delivered in accordance herewith; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers provided that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight 3 (8) Interest Periods or such greater number as may be agreed to by the Administrative Agent in its sole discretion) Eurodollar Rate Borrowings outstanding at any time. In the event Borrowers fail the Borrower fails to specify between in any Funding Notice the Type of the requested Borrowing, then the requested Borrowing shall be made as a Base Rate Loan or Borrowing. In the event the Borrower fails to deliver in accordance with Section 2.8 a Conversion/Continuation Notice with respect to any Eurodollar Rate Loan Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Base Rate Borrowing. In the event the Borrower requests the making of, or the conversion to or continuation of, any Eurodollar Rate Borrowing but fails to specify in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on Notice the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain asto be applicable thereto, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected specified an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers and each Lender. (dc) Interest payable pursuant to Section 2.8(a2.7(a) shall be computed (i) in the case of Base Rate Loans Loans, on the basis of a 360-day year (or, in the case of Base Rate Loans determined by reference to the Prime Rate, a 365-day or 366-day year, as the case may beapplicable), and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it such interest accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid accrue on that such Loan. (ed) Except as otherwise set forth herein, accrued interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears (i) on each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment date; Loan, (ii) shall accrue on a daily basis and shall be payable in arrears upon any voluntary or mandatory repayment or prepayment of that such Loan, whether voluntary or mandatory, to the extent accrued on the amount being repaid or prepaid; and , (iii) shall accrue on the Termination Date and (iv) in the event of any conversion of a daily basis and shall be payable in arrears at maturity Eurodollar Rate Loan prior to the end of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the Interest Period then applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is madethereto, on the effective date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersconversion.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving LoansLoans and the Term Loan: (1A) if a Base Rate LoanLoan (including a Base Rate Loan referencing the LIBOR Index Rate), at the Base Rate plus the Applicable Margin; or (2B) if a Eurodollar an Adjusted LIBOR Rate Loan, at the Adjusted Eurodollar LIBOR Rate plus the Applicable Margin; orand (ii) in the case of Swing Line Swingline Loans, at the Base Rate plus the Applicable MarginSwingline Rate. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan Swingline Loan, which can may only be made and maintained as Base at the Swingline Rate Loans only(unless and until converted into a Revolving Loan pursuant to the terms and conditions hereof), and the Interest Period with respect to any Eurodollar Adjusted LIBOR Rate Loan, shall be selected by Borrowers the Borrower and notified notice given to the Administrative Agent and the Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of then for that day (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completedif such Loan is an Adjusted LIBOR Rate Loan, as determined by Joint Lead Arrangers, such Loan shall become a Base Rate Loan and (ii) the date that if such Loan is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan, such Loan shall remain a Base Rate Loan. (c) In connection with Eurodollar Adjusted LIBOR Rate Loans Loans, there shall be no more than eight five (8) 5) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar an Adjusted LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (i) if outstanding as a Eurodollar an Adjusted LIBOR Rate Loan) , will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan Loan, and (or ii) if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Adjusted LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date and each Index Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to each of the Eurodollar Rate LIBOR Loans for which an interest rate is then being determined (and for the applicable Interest Period in the case of Adjusted LIBOR Rate Loans) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case All computations of interest for Base Rate Loans shall be made on the basis of a 365-day year of 365 or 366-day year366 days, as the case may be, and (ii) in the case actual days elapsed. All other computations of Eurodollar Rate Loans, fees and interest shall be made on the basis of a 360-year of 360 days and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365 or 366 day year, in each case for the actual number of days elapsed in the period during which it accrues). In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar an Adjusted LIBOR Rate Loan, the date of conversion of such Eurodollar Adjusted LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar an Adjusted LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Adjusted LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code or other Debtor Relief Law, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This subsection shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under any other provision of this Agreement. The Borrower’s obligations under this subsection shall survive the termination of the Commitments and the repayment of all other Obligations. (f) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether Loan (other than a voluntary prepayment of a Revolving Loan or mandatoryTerm Loan which interest shall be payable in accordance with clause (i) above), to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Datematurity. (fg) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree The Borrower agrees to pay to the Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing drawn but not reimbursed from the date such drawing is honored thereof to but excluding the date such amount is reimbursed by or on behalf of Borrowers reimbursement at a per annum rate equal to (i) for the a period of two days from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest that would otherwise be payable hereunder with respect to on Revolving Loans that are Base Rate Loans Loans, and (ii) thereafter, a rate determined equal to the lesser of (x) 2% in accordance with Section 2.10excess of the rate that would otherwise be payable on Revolving Loans that are Base Rate Loans, and (y) the Highest Lawful Rate. (gh) Interest payable pursuant to Section 2.8(funder subsection (g) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit reimbursement is reimbursed made in full. Promptly upon receipt by the Issuing Bank of any payment of interest pursuant to Section 2.8(f)under subsection (g) hereof, the Issuing Bank shall distribute to each Lender, out of the interest received by the Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which the Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event the Issuing Bank shall have been reimbursed by the Lenders for all or any portion of such honored drawing, the Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(esubsection (e) hereof with respect to such honored drawing such Lender’s Pro Rata Share Revolving Commitment Percentage of any interest received by the Issuing Bank in respect of that portion of such honored drawing so reimbursed by the Lenders for the period from the date on which the Issuing Bank was so reimbursed by the Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersthe Borrower.

Interest on Loans. (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar LIBOR Rate Loan, at the Adjusted Eurodollar LIBOR Rate plus the Applicable Margin; or . Notwithstanding anything to the contrary contained herein, (a) but subject to Section 2.07(h), in no event shall (i) the Adjusted LIBOR Rate be less than 1.00% per annum or (ii) in the case of Swing Line Loans, at the Base Rate plus be less than 4.00% per annum and (b) subject to Section 2.09, all L/C Revolving Loans (in an aggregate outstanding principal amount not to exceed $4,000,000 at any time) shall bear interest at the Applicable MarginMargin for Revolving Loans that are LIBOR Rate Loans (and shall be treated as LIBOR Rate Loans for all purposes hereunder, except as otherwise set forth herein) for so long as the proceeds of such L/C Revolving Loan continues to serve as L/C Cash Collateral; provided, however, in the event that any portion of any L/C Revolving Loans are applied to reimburse the applicable Third Party L/C Issuer for obligations with respect to the applicable Third Party Letter of Credit, the Company shall promptly provide written notice thereof to Administrative Agent and, thereafter, the portion of such L/C Revolving Loans so applied to reimburse the applicable Third Party L/C Issuer shall automatically be converted to a LIBOR Rate Loan or Base Rate Loan, as selected by Company in a Conversion/Continuation Notice, with such interest accruing retrospectively to the date on which such proceeds of L/C Revolving Loans were applied to reimburse the applicable Third Party L/C Issuer (it being agreed that if Company shall fail to deliver a Conversion/Continuation Notice within three (3) Business Days after providing the foregoing notification to Administrative Agent, then such portion of L/C Revolving Loans so applied shall automatically be converted to a LIBOR Rate Loan with an Interest Period of one month). (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar LIBOR Rate Loan, shall be selected by Borrowers Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar a LIBOR Rate Loans having Loan with an Interest Period of no longer than one month or (2) Base Rate Loansmonth. (c) In connection with Eurodollar LIBOR Rate Loans there shall be no more than eight (8) Interest Periods outstanding at any time. In the event Borrowers fail Company fails to specify between a Base Rate Loan or a Eurodollar LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan Notice (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversionrelevant notice that a portion of any L/Continuation Notice, Borrowers shall be deemed C Revolving Loan was applied to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for reimburse the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day yearThird Party L/C Issuer, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.provided in

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: Loans (1other than Protective Advances): (A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or Margin in effect at such time for Base Rate Loans or (2B) if a Eurodollar Rate LIBOR Loan, at the Adjusted Eurodollar LIBOR Rate plus the Applicable MarginMargin in effect at such time for LIBOR Loans; or (ii) in the case of Swing Line LoansLoans and Protective Advances, at the Base Rate plus the Applicable MarginMargin in effect at such time for Base Rate Loans. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Revolving Loan, and the Interest LIBOR Period with respect to any Eurodollar Rate LIBOR Loan, shall be selected by Borrowers Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; providedprovided that Swing Line Loans may be made and maintained as a Base Rate Loan only. If on any day a Revolving Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar Rate LIBOR Loans there shall be no more than eight (8) Interest 7 LIBOR Periods outstanding at any time. In the event Borrowers fail Company fails to specify between a Base Rate Loan or a Eurodollar Rate LIBOR Loan in the applicable any Funding Notice or Conversion/Continuation Notice, such the relevant Revolving Loan (if outstanding as a Eurodollar Rate LIBOR Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest LIBOR Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Company fails to specify an Interest a LIBOR Period for any Eurodollar Rate LIBOR Loan in the applicable any Funding Notice or Conversion/Continuation Notice, Borrowers Company shall be deemed to have selected an Interest a LIBOR Period of one month. As soon as practicable after 10:00 11:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply LIBOR Rate applicable to the Eurodollar Rate Loans for which an interest rate is then being determined relevant Revolving Loan for the applicable Interest LIBOR Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Company and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans Loans, on the basis of a 365-day 365 or 366-366 day year, as the case may be, and (ii) in the case of Eurodollar Rate LIBOR Loans, on the basis of a 360-day year, in each case year for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest a LIBOR Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate LIBOR Loan, the date of conversion of such Eurodollar Rate LIBOR Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest a LIBOR Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate LIBOR Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate a LIBOR Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; date and (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan (other than any Swing Line Loan), accrued interest shall instead be payable on the applicable next succeeding Interest Payment DateDate (except if all Loans are being repaid in full and the Revolving Commitments terminated). (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree Company agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers Company at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans Loans, and (ii) thereafter, a rate determined which is 2% per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Revolving Loans that are Base Rate Loans. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by BorrowersCompany.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; orand (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight five (8) 5) Interest Periods outstanding at any time. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in on the case basis of a 360-day year, except that interest computed by reference to the Base Rate Loans at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by such Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafterLoans, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.and

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if in the case of a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) until the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and is sixty (ii60) the date that is 60 days after following the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan. (c) In connection with Eurodollar Rate Loans there shall be no more than eight six (8) 6) Interest Periods outstanding at any time. In the event Borrowers fail Company fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Company fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Company shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Company and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or the last Interest Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or or (2ii) if a Eurodollar Rate SOFR Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate Term SOFR plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate SOFR Loan, shall be selected by Borrowers the Borrower and notified to the Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate SOFR Loans there shall be no more than eight ten (8) 10) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate SOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate SOFR Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate SOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Periodic Term SOFR Determination DateDay, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate SOFR Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(aclause (a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-365 day or 366-366 day year, as the case may be, and (ii) in the case of Eurodollar Rate SOFR Loans, on the basis of a 360-360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or the last Interest Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate SOFR Loan, the date of conversion of such Eurodollar Rate SOFR Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate SOFR Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate SOFR Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on (i) each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; and (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the (f) In connection with the amount being prepaid; and use or administration of Term SOFR, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time in consultation with the Borrower (iii) provided that, any such consultation shall accrue on a daily basis and shall not be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, required with respect to any voluntary prepayment of a Base Rate Loandetermination by the Administrative Agent as to whether any market practice or convention is administratively feasible) and, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except notwithstanding anything to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d)contrary herein or in any other Loan Document, Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each amendments implementing such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by Benchmark Replacement Conforming Changes will become effective without any further action or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank consent of any payment of interest pursuant other party to Section 2.8(f), Issuing Bank shall distribute to each Lender, out this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds effectiveness of any Revolving Loans), Benchmark Replacement Conforming Changes in connection with the amount that such Lender would have been entitled to receive in respect use or administration of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by BorrowersTerm SOFR.

Interest on Loans. (a) Except as otherwise set forth hereinSubject to Section 2.10, each Loan shall bear interest on the unpaid outstanding principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable MarginRate; or (ii) in the case of Swing Line Loansif a Term Benchmark Loan, at the Base Rate Term SOFR for the applicable Interest Period plus the Applicable MarginRate. The applicable Base Rate or Term SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive and binding on the parties hereto, absent manifest error. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate LoanTerm Benchmark Borrowing, shall be selected by Borrowers and notified to Administrative Agent and Lenders the Borrower pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may beNotice delivered in accordance herewith; provided, until the earlier of provided that (i) the date on which Joint Lead Arrangers notify Borrowers that Type of Loans selected by the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, Borrower shall comply with Section 2.1(b)(i) and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight 10 (8) Interest Periods or such greater number as may be agreed to by the Administrative Agent) Term Benchmark Borrowings outstanding at any time. In the event Borrowers fail the Borrower fails to deliver in accordance with Section 2.9 a Conversion/Continuation Notice with respect to any Term Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as a Term Benchmark Borrowing with an Interest Period of one month. In the event the Borrower requests the making of, or the conversion to or continuation of, any Term Benchmark Borrowing but fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on Notice the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain asto be applicable thereto, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected specified an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers and each Lender. (dc) Interest All interest payable pursuant to Section 2.8(a) shall be computed (i) in on the case basis of a 360-day year, except that interest computed by reference to the Base Rate Loans at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day yearapplicable, in each case for the actual number of days elapsed in the period during which it such interest accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Term SOFR Loan, the date of conversion of such Eurodollar Rate Term SOFR Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Term SOFR Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Term SOFR Loan, as the case may be, shall be excluded; provided, provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid accrue on that such Loan. (ed) Except as otherwise set forth herein, accrued interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears (i) on each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment date; Loan, (ii) shall accrue on a daily basis and shall be payable in arrears upon any voluntary or mandatory repayment or prepayment of that such Loan, whether voluntary or mandatory, to the extent accrued on the amount being repaid or prepaid; and , (iii) shall accrue on the Maturity Date and (iv) in the event of any conversion of a daily basis and shall be payable in arrears at maturity Term SOFR Loan prior to the end of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the Interest Period then applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is madethereto, on the effective date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersconversion.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers the Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar Rate Loans there shall be no more than eight ten (8) 10) Interest Periods outstanding at any time. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, as a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a2.6(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears (i) on each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon the case of any prepayment of that Loan, whether voluntary or mandatory, on the date of prepayment (to the extent accrued on the amount being prepaid); and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Maturity Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan (x) the Interim Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or provided, that the per annum interest rate on the Interim Loans shall not exceed the Cap Rate and (iiy) in the case Term Loans shall bear interest on the unpaid principal amount thereof from the earlier to occur of Swing Line Loans, the Conversion Date and a Demand Failure Event through repayment (whether by acceleration or otherwise) at the Base Rate plus the Applicable MarginCap Rate. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, Loan shall be selected by Borrowers the Borrower and notified to the Administrative Agent and Lenders pursuant to the applicable Funding Borrowing Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) Interest Periods outstanding at any time. In time under the event Borrowers fail to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan facility (or if outstanding such greater number of Interest Periods as a Base Rate Loan will remain as, or (if not then outstanding) will may be made as, a Base Rate Loanagreed to by the Administrative Agent). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Borrowing Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) ), on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a2.05(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, or the last Interest Payment Date with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that such Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loanssuch Loan, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate such Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Term Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate an ABR Loan, at the Alternate Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loansif a Eurodollar RateTerm Benchmark Loan, at the Base Adjusted LIBOTerm SOFR Rate plus the Applicable Margin.; or (iii) if an RFR Loan, at the Adjusted Daily Simple SOFR plus the Applicable Margin (it being understood and agreed that notwithstanding anything herein to the contrary, the Borrower shall not be permitted to request or convert to an RFR Loan and Adjusted Daily Simple SOFR shall only apply to the extent provided in Section 2.17). (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate RateTerm Benchmark Loan, shall be selected by Borrowers the Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate LoansABR Loan. (c) In connection with Eurodollar Rate RateTerm Benchmark Loans there shall be no more than eight (8) 10 Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate an ABR Loan or a Eurodollar Rate RateTerm Benchmark Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate RateTerm Benchmark Loan) will be automatically converted into a Base Rate an ABR Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate an ABR Loan will remain as, or (if not then outstanding) will be made as, a Base Rate an ABR Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate RateTerm Benchmark Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate RateTerm Benchmark Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a2.7(a) shall be computed (i) in the case of ABR Loans only at times when the Alternate Base Rate Loans is based on the Prime Rate on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, and ABR Loans at times when the Alternate Base Rate is based on the NYFRB or the Adjusted LIBO RateTerm SOFR Rate or in the case of any other Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate an ABR Loan being converted from a Eurodollar Rate RateTerm Benchmark Loan, (or, subject to Section 2.7(a)(iii), an RFR Loan, as the case may be), the date of conversion of such Eurodollar Rate RateTerm Benchmark Loan or RFR Loan to such Base Rate ABR Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate an ABR Loan being converted to a Eurodollar Rate RateTerm Benchmark Loan, (or, subject to Section 2.7(a)(iii), an RFR Loan, as the case may be), the date of conversion of such Base Rate ABR Loan to such Eurodollar Rate RateTerm Benchmark Loan or RFR Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment dateLoan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of such Loan that is a Eurodollar RateTerm Benchmark Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Datematurity. (f) Except For purposes of disclosure pursuant to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(dInterest Act (Canada), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate annual rates of interest otherwise payable hereunder with respect or fees to Revolving Loans that are Base Rate Loans which the rates of interest or fees provided in this Agreement and the other Collateral Documents (ii) thereafterand stated herein or therein, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant as applicable, to Section 2.8(f) shall be computed on the basis of 360 days or any other period of time less than a 365/366-day year for calendar year) are equivalent to the rates so determined multiplied by the actual number of days elapsed in the applicable calendar year and divided by 360 or such other period during which it accruesof time, and shall be payable on written demand or, if no such demand is made, on respectively. (g) If any provision of any of the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of Documents would obligate any Canadian Loan Party to make any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to the Obligations in an amount or calculated at a rate which would be prohibited by applicable law or would result in the receipt of interest with respect to the Obligations of the Canadian Loan Party at a criminal rate (as such honored drawing terms are construed under the Criminal Code (Canada)), then notwithstanding such Lender’s Pro Rata Share provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of any interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the applicable recipient of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary. Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the applicable recipient shall have received an amount in excess of the maximum permitted by Issuing Bank that section of the Criminal Code (Canada), then the Canadian Loan Parties shall be entitled, by notice in respect of that portion of such honored drawing so reimbursed by Lenders for writing to the period Administrative Agent, to obtain reimbursement from the date on which Issuing Bank was so reimbursed applicable recipient in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by Lenders the applicable recipient to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersapplicable Canadian Loan Party.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate LIBOR Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar LIBOR Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loansif an ABR Loan, at the Alternate Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate LIBOR Loan, shall be selected by Borrowers each Borrower and notified to the Administrative Agent and Lenders Banks pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having then such Loan will automatically convert into an Interest Period of no longer than one month or (2) Base Rate LoansABR Loan. (c) In connection with Eurodollar Rate LIBOR Loans there shall be no more than eight six (8) 6) Interest Periods in the aggregate outstanding at any time. In the event Borrowers fail a Borrower fails to specify between a Base Rate an ABR Loan or a Eurodollar Rate LIBOR Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate LIBOR Loan) will be automatically converted into continued as a Base Rate LIBOR Loan with an Interest Period of one month beginning on the last day of the then-current Interest Period for such Loan Loan), or (or if outstanding as a Base Rate Loan an ABR Loan) will remain asbe automatically continued as an ABR Loan, or (if not then outstanding) will be automatically made as, as a Base Rate Loan)LIBOR Loan with an Interest Period of one month. In the event Borrowers fail a Borrower fails to specify an Interest Period for any Eurodollar Rate LIBOR Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers such Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 11:00 a.m. (New York City London time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate LIBOR Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers each Borrower and each LenderBank. (d) Interest payable pursuant to Section 2.8(a) shall be computed and any other interest, commission or fee accruing under a Credit Document (iother than interest payable pursuant to Section 2.8(a)(ii)) in the case of Base Rate Loans will accrue from day to day and is calculated on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed and a year of 360 days. Interest payable pursuant to Section 2.6(a)(ii) will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 365 or 366 days, as appropriate, when determined by reference to clause (a) of the definition of “Alternate Base Rate”, and a year of 360 days at all other times. For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid under a Credit Document or in connection therewith 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 period during calendar year in which it accrues. In computing interest on any Loanthe same is to be ascertained and divided by 360 or 365 days, the date of the making of such Loan or the first day of an Interest Period as applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan interest or fee pursuant to such Base Rate Loan, as the case may be, shall be includedCredit Document. The rates of interest hereunder are nominal rates, and the date not effective rates or yields. The principle of payment deemed reinvestment of such Loan or the expiration date of an Interest Period applicable interest does not apply to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s any interest shall be paid on that Loancalculation hereunder. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Loan; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loans; providedmaturity, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable and on the applicable Interest Payment Revolving Commitment Termination Date and the Term Loan Maturity Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree Xerium agrees to pay to the Issuing Bank, with respect to drawings honored under any Revolving Letter of Credit, interest on the amount paid by the Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers Xerium at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans LIBOR Loans, or ABR Loans, and (ii) thereafter, to the extent permitted by applicable law, a rate determined which is 2% per annum in accordance excess of the rate of interest otherwise payable hereunder with Section 2.10respect to Revolving Loans that are LIBOR Loans or ABR Loans. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-365/366 day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Revolving Letter of Credit is reimbursed in full. Promptly upon receipt by the Issuing Bank of any payment of interest pursuant to Section 2.8(f), the Issuing Bank shall distribute to each LenderRevolving Bank, out of the interest received by the Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which the Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender Revolving Bank would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Revolving Letter of Credit for such period if no drawing had been honored under such Revolving Letter of Credit. In the event the Issuing Bank shall have been reimbursed (other than with the proceeds of a Revolving Loan) by Lenders Revolving Banks for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender Revolving Bank which has paid all amounts payable by it under Section 2.4(e2.4(f) with respect to such honored drawing such LenderRevolving Bank’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders Revolving Banks for the period from the date on which the Issuing Bank was so reimbursed by Lenders Revolving Banks to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersthe applicable Borrower. (h) 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 Credit Documents (and stated herein or therein, as applicable, to be computed on the basis of a three hundred sixty (360) day year or any other period of time less than a calendar year) are equivalent to the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by three hundred sixty (360) or such other period of time, respectively. (i) If any provision of this Agreement or any other Credit Document would obligate Xerium Canada to make any payment of interest or other amount payable to (including for the account of) any Bank in an amount, or calculated at a rate, that would be prohibited by law or would result in a receipt by such Bank of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Bank of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (A) first, by reducing the amount or rate of interest required to be paid to such Bank; and (B) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Bank that would constitute interest for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Bank shall have received an amount in excess of the maximum amount permitted by that section of the Criminal Code (Canada), then Xerium Canada shall be entitled, by notice in writing to such Bank, to obtain reimbursement from such Bank in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by such Bank to Xerium Canada. Any amount or rate of interest referred to in this section with respect to the Non-US Obligations shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the Non-US Obligations remain outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the Revolving Commitment Period and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination. (j) Notwithstanding any provision to the contrary contained in this Agreement, in no event shall the aggregate “interest” (as defined in Section 347 of the Criminal Code, Revised Statutes of Canada, 1985, c. 46 as the same may be amended, replaced or re-enacted from time to time) payable under this Agreement exceed the effective annual rate of interest on the “credit advanced” (as defined in that section) under this Agreement lawfully permitted under that section and, if any payment, collection or demand pursuant to this Agreement in respect of “interest” (as defined in that section) is determined to be contrary to the provisions of that section, such payment, collection or demand shall be deemed to have been made by mutual mistake of Xerium Canada and the Banks and the amount of such payment or collection shall be refunded to Xerium Canada. For the purposes of this Agreement, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term of a Loan made to Xerium Canada on the basis of annual compounding of the lawfully permitted rate of interest and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent will be conclusive for the purposes of such determination. (k) Notwithstanding any other provisions contained herein, if the remuneration stated to be applicable under this Agreement would cause a breach of Law n. 108/1996 and Law n. 24/2001 (“Italian Usury Law”), then the remuneration payable by any Borrower organized under the laws of the Republic of Italy under this Agreement (including fees and expenses which would be considered as interest for the purpose of Italian Usury Law) shall be capped to the maximum rate permitted to be payable under Italian Usury Law.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan the Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) : • if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) or • if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; orand (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as a Base Rate Loans Loan only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar Rate Loans there shall be no more than eight seven (8) 7) Interest Periods outstanding at any time. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a2.7(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-365 day or 366-366 day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; providedprovided that, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Revolving Loan that is a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree The Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans Loans, and (ii) thereafter, a the rate determined in accordance with of interest required pursuant to Section 2.102.9. (g) Interest payable pursuant to Section 2.8(f2.7(f) shall be computed on the basis of a 365/366-365/366 day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f2.7(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e2.3(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by BorrowersBorrower.

Interest on Loans. (a) Except as otherwise set forth hereinSubject to Section 2.07, each Loan shall bear interest on the unpaid outstanding principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; orMargin and (2ii) if in the case of a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the . The applicable Base Rate plus or Adjusted Eurodollar Rate shall be determined by the Applicable MarginAdministrative Agent, and such determination shall be conclusive and binding on the parties hereto, absent manifest error. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate LoanBorrowing, shall be selected by Borrowers and notified to Administrative Agent and Lenders the Borrower pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may beNotice delivered in accordance herewith; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers provided that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) Interest Periods 25 Eurodollar Rate Borrowings outstanding at any time. In the event Borrowers fail the Borrower fails to specify between in the applicable Funding Notice the Type of the requested Borrowing, then the requested Borrowing shall be made as a Base Rate Loan or Borrowing. In the event the Borrower fails to deliver in accordance with Section 2.06 a Conversion/Continuation Notice with respect to any Eurodollar Rate Loan Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted into a Base Rate Borrowing. In the event the Borrower requests the making of, or the conversion to or continuation of, any Eurodollar Rate Borrowing but fails to specify in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on Notice the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain asto be applicable thereto, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected specified an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers and each Lender. (dc) Interest payable pursuant to Section 2.8(a) on Loans shall accrue on a daily basis and shall be computed (i) in the case of Base Rate Loans Loans, on the basis of a 365-day year of 365 days (or 366-day 366 days in a leap year, as the case may be, ) and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day yearyear of 360 days, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or the most recent Interest Payment Date with respect to such Loan or, with respect to a Base Eurodollar Rate Loan being converted from to a Eurodollar Base Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid accrue on that such Loan. (ed) Except as otherwise set forth herein, Accrued interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect applicable to interest accrued such Loan and on and to the day immediately preceding such payment dateMaturity Date; provided that (iii) shall accrue on a daily basis and shall be payable in arrears upon the event of any repayment or prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and any Loan (iii) shall accrue on other than a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate LoanLoan prior to the end of the Commitment Period), accrued interest on the principal amount repaid or prepaid shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter date of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by repayment or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans prepayment and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis event of any conversion of a 365/366-day year for Eurodollar Rate Loan prior to the actual number end of days elapsed in the period during which it accruescurrent Interest Period therefor, and accrued interest on such Loan shall be payable on written demand or, if no such demand is made, on the effective date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersconversion.

Interest on Loans. (a) Except as otherwise set forth hereinSubject to Section 2.9, each Loan of any Class shall bear interest on the unpaid outstanding principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; orRate with respect to Loans of such Class; (2ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case Rate with respect to Loans of Swing Line Loans, at the such Class. The applicable Base Rate plus or Adjusted Eurodollar Rate shall be determined by the Applicable MarginAdministrative Agent, and such determination shall be conclusive and binding on the parties hereto, absent manifest error. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate LoanBorrowing, shall be selected by Borrowers and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans Company. The Company shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) Interest Periods outstanding at any time. In the event Borrowers fail to specify between a Base Rate Loan or a Eurodollar Rate Loan such selection in the applicable Funding Notice or Conversion/Continuation NoticeNotice delivered in accordance herewith; provided that there shall be no more than ten (or such greater number as may be agreed to by the Administrative Agent) Eurodollar Rate Borrowings outstanding at any time. In the event the Company fails to specify in any Funding Notice the Type of the requested Borrowing, such Loan (if outstanding then the requested Borrowing shall be made as a Base Rate Borrowing. In the event the Company fails to deliver in accordance with Section 2.8 a Conversion/Continuation Notice with respect to any Eurodollar Rate Loan) will Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan)Borrowing. In the event Borrowers fail the Company requests the making of, or the conversion to specify an Interest Period for or continuation of, any Eurodollar Rate Loan Borrowing but fails to specify in the applicable Funding Notice or Conversion/Continuation NoticeNotice the Interest Period to be applicable thereto, Borrowers the Company shall be deemed to have selected specified an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, No Borrowing of any Class may be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers and each Lenderconverted into a Borrowing of another Class. (dc) Interest payable pursuant to Section 2.8(a) on Loans shall accrue on a daily basis and shall be computed (i) in the case of Base Rate Loans Loans, on the basis of a 365-day year of 365 days (or 366-day 366 days in a leap year, as the case may be, ) and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day yearyear of 360 days, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid accrue on that such Loan. (ed) Except as otherwise set forth herein, accrued interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears (i) on each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment date; Loan, (ii) shall accrue on a daily basis and shall be payable in arrears upon any voluntary or mandatory repayment or prepayment of that such Loan, whether voluntary or mandatory, to the extent accrued on the amount being repaid or prepaid; and , (iii) shall accrue on the Maturity Date applicable to such Loan and (iv) in the event of any conversion of a daily basis and shall be payable in arrears at maturity Eurodollar Rate Loan prior to the end of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the Interest Period then applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is madethereto, on the effective date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersconversion.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers the Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation NoticeNotice requesting a Eurodollar Rate Loan, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans (including Swing Line Loans), on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate all other Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall 47 Credit and Guaranty Agreement accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree the Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers the Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowersthe Borrower.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin, each as in effect from time to time; or or (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate for the respective Interest Period plus the Applicable Margin; or (ii) Margin as in the case of Swing Line Loans, at the Base Rate plus the Applicable Margineffect from time to time. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers the Borrower and notified to the Administrative Agent and the Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar Rate Loans there shall be no more than eight (8) 4 Interest Periods outstanding at any timetime (or such greater number as shall be permitted by the Administrative Agent). In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto. (d) Interest payable pursuant to Section 2.8(a2.7(a) shall be computed (i) in the case of Base Rate Loans based upon the Prime Lending Rate on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate LoansLoans or Base Rate Loans not based upon the Prime Lending Rate, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan shall be payable by the Borrower in arrears on and to (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment date; that Loan, (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; , and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loansmaturity; provided, however, with respect to any voluntary prepayment of a Base Rate LoanLoan (other than a repayment in full of Base Rate Loans), accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: thereof, (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or Margin applicable to such Class of Loans, or (2ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case Margin applicable to such Class of Swing Line Loans, at the Base Rate plus the Applicable MarginLoan. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers the relevant Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers then for that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans day such Loan shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) a Base Rate LoansLoan. (c) In connection with Eurodollar Rate Loans there shall be no more than eight ten (8) 10) Interest Periods outstanding at any time. In the event Borrowers fail a Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail a Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers such Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers each Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. Notwithstanding anything to the contrary contained herein, solely with respect to Extended Revolving Loans, the payment of interest accrued from the last Interest Payment Date prior to the Amendment Agreement Effective Date through, and payable on, September 30, 2014, is hereby waived by the Extended Revolving Lenders. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree Each Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers such Borrower at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, (A) if Issuing Bank is a Priority Lender, the rate of interest otherwise payable hereunder with respect to Extended Revolving Loans that are Base Rate Loans and (B) if Issuing Bank is a Non-Priority Lender, the rate of interest otherwise payable hereunder with respect to Non-Extended Revolving Loans that are Base Rate Loans, and (ii) thereafter, in each case, a rate determined which is 2% per annum in accordance with Section 2.10excess of the rate of interest otherwise payable under the immediately preceding clause (f)(i) of this Section. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share Revolving Percentage of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers. (h) Notwithstanding anything to the contrary contained herein, interest payable in respect of PIK Loans during the PIK Period (and solely with respect to PIK Term Loans, irrespective of whether such interest accrues prior to or after the Amendment Agreement Effective Date) shall be payable “in kind” by capitalizing such interest in its entirety and thereby increasing the outstanding principal amount of the applicable PIK Loan on the applicable Interest Payment Date; provided that, in the case of any voluntary or mandatory prepayment of any Loan or payment on maturity, including final maturity, of any PIK Loan, any accrued but not yet capitalized interest thereon will be deemed to have been so capitalized immediately prior to the prepayment or maturity of such PIK Loan. Such paid-in-kind interest (“PIK Interest”) shall be deemed paid, and the principal amount of the PIK Loans as so increased shall be deemed “Loans” hereunder and under the other Credit Documents for all purposes and shall thereafter accrue interest in accordance with the terms of this Agreement. Notwithstanding anything to the contrary contained herein, no PIK Interest shall be paid in respect of any interest accrued from the last Interest Payment Date prior to the Amendment Agreement Effective Date through September 30, 2014 with respect to the Extended Revolving Loans.

Interest on Loans. (a) Except as otherwise set forth herein, each Type of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Term Loans, as set forth in the applicable Increase Joinder; (ii) in the case of Revolving Loans: (1A) if a Base Rate Loan, at the Alternate Base Rate plus the Applicable Margin; or (2B) if a Eurodollar Eurocurrency Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; or (ii) in the case of Swing Line Loans, at the Base Eurocurrency Rate plus the Applicable Margin. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Loan, and the Interest Period with respect to any Eurodollar Eurocurrency Rate Loan, shall be selected by Borrowers the Borrower and notified to the Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation NoticeInterest Election Request, as the case may be; provided, until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the date that is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. (c) In connection with Eurodollar Eurocurrency Rate Loans there shall be no more than eight seven (8) 7) Interest Periods outstanding at any time. In the event Borrowers fail the Borrower fails to specify between a Base Rate Loan or a Eurodollar Eurocurrency Rate Loan in the applicable Funding Notice or Conversion/Continuation NoticeInterest Election Request, such Loan (if outstanding as a Eurodollar Eurocurrency Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) 34 will be made as, a Base Rate Loan). In the event Borrowers fail the Borrower fails to specify an Interest Period for any Eurodollar Eurocurrency Rate Loan in the applicable Funding Notice or Conversion/Continuation NoticeInterest Election Request, Borrowers the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Eurocurrency Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers the Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a2.04(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-365 day or 366-366 day year, as the case may be, and (ii) in the case of Eurodollar Eurocurrency Rate Loans, on the basis of a 360-360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Eurocurrency Rate Loan, the date of conversion of such Eurodollar Eurocurrency Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Eurocurrency Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Eurocurrency Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to the day immediately preceding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest on Loans. (a) Except as otherwise set forth herein, each Loan Class of Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans: (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or two percent (22.00%) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Marginper annum; or (ii) in the case of Swing Line Loansif a LIBOR Rate Loan, at the Base LIBOR Rate plus the Applicable Marginfive percent (5.00%) per annum. (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only)Class of Loans, and the Interest Period with respect to any Eurodollar LIBOR Rate Loan, shall be selected by Borrowers and Borrower for the Term Loan or Revolving Loans, and, in each case, notified to Administrative Agent and the applicable Class of Lenders pursuant to the applicable Funding Notice of Borrowing or Conversion/Continuation Notice, as the case may be; provided. If on any day a Loan of a particular Class is outstanding with respect to which a Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then such Loan shall be a Base Rate Loan until the earlier of (i) the date on which Joint Lead Arrangers notify Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Joint Lead Arrangers, and (ii) the such date that a Conversion/Continuation Notice is 60 days after the Closing Date, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loansdelivered by Borrower pursuant to and in accordance with Section 2.09. (c) In connection with Eurodollar LIBOR Rate Loans there shall be no more than eight six (8) 6) Interest Periods outstanding at any time. In the event Borrowers fail Borrower fails to specify between a Base Rate Loan or a Eurodollar LIBOR Rate Loan in the applicable Funding Notice of Borrowing or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar LIBOR Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail Borrower fails to specify an Interest Period for any Eurodollar LIBOR Rate Loan in the applicable Funding Notice of Borrowing or Conversion/Continuation Notice, Borrowers Borrower shall be deemed to have selected an Interest Period of one (1) month. As soon as practicable after 10:00 a.m. (New York City Pacific time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers Borrower and each Lenderthe applicable Class of Lenders. (d) Interest payable pursuant to Section 2.8(a2.08(a)(i) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day year (or 366-366- day year, as the case may be), and (iiinterest payable pursuant to Section 2.08(a)(ii) in the case of Eurodollar Rate Loans, shall be computed on the basis of a 360-360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any LoanLoan of a particular Class, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar LIBOR Rate Loan, the date of conversion of such Eurodollar LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one (1) day’s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on of a daily basis and particular Class shall be payable in arrears on and to (i) each Interest Payment Date with respect applicable to interest accrued on and to the day immediately preceding such payment datethat Class; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of the Loans of that LoanClass, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loansmaturity, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Datematurity. (f) Except to the extent funded with Revolving Loans deemed made pursuant to Section 2.4(d), Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date one Business Day following the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate determined in accordance with Section 2.10. (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on written demand or, if no such demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.