Common use of Interest on Notes Clause in Contracts

Interest on Notes. (a) Except as otherwise set forth herein, each Note (and portion thereof) shall bear interest at the Adjusted Term SOFR for each Interest Period on the unpaid principal amount thereof from the date issued and sold through repayment (whether by acceleration or otherwise). The Adjusted Term SOFR shall be determined for each Interest Period pursuant to the definition of Term SOFR. Notwithstanding anything else to the contrary, if the Term SOFR shall be less than zero, then Term SOFR shall be deemed to be zero for the purposes hereof. (b) [Reserved]. (c) [Reserved]. (d) Interest payable pursuant to Section (a) shall be computed 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 Note, the date of the issuance and sale of such Note shall be included, and the date of payment of such Note shall be excluded; provided, if a Note is repaid on the same day on which it is made, one day’s interest shall be paid on that Note. (e) Except as otherwise set forth herein, interest on each outstanding Note (i) shall accrue on the outstanding principal amount of such Note at the Adjusted Term SOFR for each Interest Period and shall be payable in arrears in cash on each Interest Payment Date with respect to interest accrued on and to each such Interest Payment Date; (ii) shall be payable in arrears upon any prepayment of that Note, whether voluntary or mandatory, on the amount being prepaid; and (iii) shall be payable in arrears at maturity of the Notes, including final maturity of the Notes. If any Note is not paid in full in cash on the Notes Maturity Date, such Note shall continue to bear interest at the Default Rate until paid and the Adjusted Term SOFR shall be reset and determined on the first day of each calendar month following the Notes Maturity Date. The foregoing sentence notwithstanding, the Notes shall be paid on the Notes Maturity Date.

Interest on Notes. (a) Except as otherwise set forth herein, each Note (and portion thereof) shall bear interest at the Adjusted Term SOFR for each Interest Period on the unpaid or unconverted principal amount thereof from the date issued and sold through repayment or conversion (whether by acceleration or otherwise). The Adjusted Term SOFR shall be determined for each Interest Period pursuant to the definition of Term SOFR. Notwithstanding anything else to the contrary, if the Term SOFR shall be less than zero, then Term SOFR shall be deemed to be zero for the purposes hereof. (b) [Reserved]. (c) [Reserved]. (d) Interest payable that accrues pursuant to Section (a2.7(a) shall be computed 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 Note, the date of the issuance and sale of such Note shall be included, and the date of payment or conversion of such Note shall be excluded; provided, if a Note is repaid or converted on the same day on which it is made, one day’s interest shall be paid on that Note. (e) Except as otherwise set forth herein, interest on each outstanding Note (i) shall accrue on the outstanding principal amount of such Note at the Adjusted Term SOFR for each Interest Period (without a reduction of the Remaining Amount) and shall shall, unless earlier converted into the Company’s common stock in accordance with terms of the Note or paid by the Company, which it may do in its discretion at any time, be payable in arrears in cash on each Interest Payment Date with respect to interest accrued on and to each such Interest Payment Date; (iii) shall be payable in arrears upon any prepayment of that Note, whether voluntary or mandatory, on the amount being prepaid; , and (iiiii) shall be payable in arrears at maturity of the Notes, including final maturity of the Notes. If any Note is either not converted into shares of the Company’s common stock in accordance with the terms thereof or paid in full in cash on the Notes Maturity Date, such Note shall continue to bear interest at the Default Rate until paid or converted and the Adjusted Term SOFR shall be reset and determined on the first day of each calendar month following the Notes Maturity Date. The foregoing sentence notwithstanding, the Notes Notes, if not converted in accordance with the terms thereof or paid by the Company, which it may do in its discretion at any time, shall be paid on the Notes Maturity Date.

Interest on Notes. (a) Except as otherwise set forth herein, each All Notes outstanding under the Note (and portion thereof) Documents shall bear interest at the Adjusted Term SOFR for each Interest Period on the unpaid principal amount (including any PIK Interest amount added to the unpaid principal amount pursuant to Section 2.8(f)) thereof from the date issued and sold purchased through repayment maturity (whether by acceleration or otherwise). The ) at the Adjusted Term SOFR shall be determined LIBO Rate for each the applicable Interest Period pursuant then in effect plus the Applicable Margin (or, solely to the definition of Term SOFR. Notwithstanding anything else to extent required by Section 2.12, the contrary, if Alternative Rate plus the Term SOFR shall be less than zero, then Term SOFR shall be deemed to be zero for the purposes hereofApplicable Margin). (b) [Reserved]. (c) [Reserved]Notwithstanding subsection (a) of this Section, at the election of the Administrative Agent (or upon the written request of the Required Noteholders), and automatically after the occurrence and during the continuance of an Event of Default pursuant to Section 8.1(a), (b), (g), (h) or (j) if an Event of Default has occurred and is continuing, and automatically after acceleration or with respect to any past due amount hereunder, the Issuer shall pay interest (“Default Interest”) with respect to all Eurodollar Notes at the rate per annum equal to 200 basis points above the otherwise applicable interest rate for such Notes for the then-current Interest Period, and with respect to all Alternative Rate Notes and all other Obligations hereunder, at the rate per annum equal to 200 basis points above the otherwise applicable interest rate for Notes using the Alternative Rate. (d) Interest payable pursuant to Section (a) shall be computed on the basis principal amount of a 360-day year, in each case for all Notes shall accrue from and including the actual number of days elapsed in the period during which it accrues. In computing interest on any Note, date such Notes are purchased to but excluding the date of the issuance and sale of such Note any repayment thereof. Interest on all Notes shall be includedpayable on each Interest Payment Date, on the Maturity Date and on the date of payment of such Note a repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be excluded; provided, if a Note is repaid payable on the same day on which it is made, one day’s interest shall be paid on that Notedemand. (e) Except as otherwise set forth hereinThe Administrative Agent shall determine each interest rate applicable to the Notes hereunder and shall promptly notify the Issuer and the Noteholders of such rate in writing (or by telephone, promptly confirmed in writing). Any such determination shall be conclusive and binding for all purposes, absent manifest error. (f) During the period from the Closing Date through and including the date that is the three (3) year anniversary of the Closing Date (and in any event including the Interest Payment Date for the 12th Interest Period occurring after the Closing Date) (such period, the “PIK Election Period”), the Issuer shall have the option (such option, the “PIK Interest Election”) to pay all or any portion of the interest accrued on each outstanding Note (i) shall accrue and payable on any Interest Payment Date occurring during the PIK Election Period in-kind, in lieu of cash payment, by capitalizing such interest and adding such accrued interest to the outstanding principal amount of such Note at the Adjusted Term SOFR for each Interest Period and shall be payable in arrears in cash on each such Interest Payment Date with respect (such interest, “PIK Interest”). To exercise the PIK Interest Election for any Interest Payment Date occurring during the PIK Election Period, the Issuer shall submit a PIK Election Notice to interest accrued the Administrative Agent no later than seven (7) Business Days (or, such shorter period as the Administrative Agent may agree) prior to the applicable Interest Payment Date. If the Issuer has exercised the PIK Interest Election for any Interest Payment Date occurring during the PIK Election Period, on and to each such Interest Payment Date; (ii) , an amount equal to the portion of the accrued interest on the principal amount of the Notes set forth in the applicable PIK Election Notice shall be payable in arrears upon any prepayment of that Note, whether voluntary or mandatory, on added to the outstanding principal amount being prepaid; and (iii) shall be payable in arrears at maturity of the Notes, including final maturity of the Notes. If any Note is not paid in full in cash on Upon being capitalized and added to the Notes Maturity Datethen aggregate outstanding principal amount of a Note, PIK Interest shall be treated as principal of such Note shall continue to bear interest at the Default Rate until paid for all purposes of this Agreement and the Adjusted Term SOFR other Note Documents and shall be reset and determined on the first day of each calendar month following the Notes Maturity Date. The foregoing sentence notwithstanding, the Notes shall be paid on the Notes Maturity Dateaccrue interest in accordance with this Section 2.8.

Interest on Notes. (a) Except as otherwise set forth herein, each Note (and portion thereof) Interep shall bear interest at the Adjusted Term SOFR for each Interest Period on the unpaid principal amount thereof from the date issued and sold through repayment (whether by acceleration or otherwise). The Adjusted Term SOFR shall be determined for each Interest Period pursuant to the definition of Term SOFR. Notwithstanding anything else to the contrary, if the Term SOFR shall be less than zero, then Term SOFR shall be deemed to be zero for the purposes hereof. (b) [Reserved]. (c) [Reserved]. (d) Interest payable pursuant to Section (a) shall be computed on the basis of a 360-day yearpay, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Note, the date of the issuance and sale of such Note shall be included, and the date of payment of such Note shall be excluded; provided, if a Note is repaid on the same day on which it is made, one day’s interest shall be paid on that Note. (e) Except as otherwise set forth hereincash, interest on the Loans to each outstanding Note (i) shall accrue on the outstanding principal amount of such Note at the Adjusted Term SOFR for each Interest Period and shall be payable Lender, quarterly in arrears in cash on each Interest Payment Date with respect to interest accrued on and to each such Interest Payment Date; (ii) shall be payable in arrears upon any prepayment of that Note, whether voluntary or mandatory, on the amount being prepaid; and (iii) shall be payable in arrears at maturity of the Notes, including final maturity of the Notes. If any Note is not paid in full in cash on the Notes Maturity Date, such Note shall continue to bear interest at the Default Rate until paid and the Adjusted Term SOFR shall be reset and determined on the first day of each calendar month following fiscal quarter commencing on January 1, 2003, through the Notes Maturity date of repayment in full (each, an "Interest Payment Date"), at a rate per annum equal to 8.125%, on such Lender's ratable share of the aggregate principal amount of the Loans. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate for such Loan during such extension. (c) So long as any Event of Default shall be continuing, the rate of interest applicable to the Loans shall be increased by 2% per annum above the rate of interest otherwise applicable to the Loans. (d) Notwithstanding anything to the contrary set forth in this Section 2.6, if at any time until payment in full of the Loans, the interest rate payable on any of the Loans exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto (the "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable on such Loans shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the interest rate payable on such of the Loans is less than the Maximum Lawful Rate, Interep shall continue to pay interest thereunder at the Maximum Lawful Rate until such time as the total interest received by the Lenders is equal to the total interest which they would have received had the interest rate on such Loans been (but for the operation of this paragraph) the applicable interest rate payable since the Closing Date. The foregoing sentence notwithstandingThereafter, the Notes interest rate payable on such Loans shall be the applicable interest rate pursuant to clauses (a) through (c) above unless and until such rate again exceeds the Maximum Lawful Rate, in which event this paragraph shall again apply. In no event shall the total interest received by any Lender for any Loans pursuant to the terms hereof exceed the amount which it could lawfully have received for such Loans had the interest due hereunder for such Loans been calculated for the full term thereof at the Maximum Lawful Rate. In the event the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. In the event that a court of competent jurisdiction, notwithstanding the provisions of this Section 2.6(d), shall make a final determination that a Lender has received interest hereunder or under any of the Loan Documents in excess of the Maximum Lawful Rate, such Lender shall, to the extent permitted by applicable law, promptly apply such excess first to any interest due or accrued and not yet paid on the Notes Maturity DateLoans, then to the outstanding principal of the Loans, then to other unpaid Obligations and thereafter shall refund any excess to Interep or as a court of competent jurisdiction may otherwise order.

Interest on Notes. (a) Except as otherwise set forth hereinClimaChem shall pay, in cash, interest ("Cash Interest") to each Note (and portion thereof) shall bear interest at the Adjusted Term SOFR for each Interest Period Purchaser, quarterly in arrears on the unpaid principal amount thereof from the date issued last day of each March, June, September and sold through repayment (whether by acceleration or otherwise). The Adjusted Term SOFR shall be determined for each Interest Period pursuant to the definition of Term SOFR. Notwithstanding anything else to the contraryDecember, if the Term SOFR shall be less than zerocommencing June 30, then Term SOFR shall be deemed to be zero for the purposes hereof. (b) [Reserved]. (c) [Reserved]. (d) Interest payable pursuant to Section (a) shall be computed 2002 and on the basis Maturity Date (each, an "Interest Payment Date"), at a rate per annum equal to 10.5%, based on a year of a 360-day year, in each case 360 days for the actual number of days elapsed elapsed, on such Purchaser's ratable share of the aggregate principal amount of the Notes. The Notes, other than the aggregate principal amount held in the period during which it accrues. In computing Cash Collateral Account, shall also bear additional interest ("Additional Interest") at a rate per annum equal to 5.5%, based on any Note, a year of 360 days for the date actual number of the issuance and sale of such Note shall be included, and the date of payment of such Note shall be excludeddays elapsed; provided, if a Note is repaid on however, that any such principal amount held in the same day on which it is made, one day’s interest Cash Collateral Account shall be paid on that Note. (e) Except as otherwise set forth herein, interest on each outstanding Note begin to accrue Additional Interest upon the earlier of (i) shall accrue on the outstanding principal amount application of such Note at amount to any of the Adjusted Term SOFR for Obligations and (ii) withdrawal or release of such amount from the Cash Collateral Account. Such Additional Interest shall accrue, and be compounded on each Interest Period Payment Date and shall be payable in arrears in cash on each Interest Payment Date the earlier of any prepayment of the Notes (as to the amount prepaid) and the Maturity Date. (b) If any payment on any Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest accrued on and to each such Interest Payment Date; (ii) thereon shall be payable in arrears upon at the then applicable rate for such Note during such extension. (c) So long as any prepayment Event of that Note, whether voluntary or mandatory, on the amount being prepaid; and (iii) Default shall be payable continuing, the rate of Cash Interest applicable to the Notes shall be increased by 2% per annum above the rate of Cash Interest otherwise applicable to the Notes. (d) Notwithstanding anything to the contrary set forth in arrears this Section 2.6, if at maturity any time until payment in full of the Notes, including the interest rate payable on any Notes exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final maturity determination, deem applicable hereto (the "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable on such Notes shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the interest rate payable on such Notes is less than the Maximum Lawful Rate, ClimaChem shall continue to pay interest thereunder at the Maximum Lawful Rate until such time as the total interest received by the Purchasers is equal to the total interest which they would have received had the interest rate on such Notes been (but for the operation of this paragraph) the applicable interest rate payable since the Initial Closing Date. Thereafter, the interest rate payable on such Notes shall be the applicable interest rate pursuant to clauses (a) through (c) above unless and until such rate again exceeds the Maximum Lawful Rate, in which event this paragraph shall again apply. In no event shall the total interest received by any Purchaser for any Notes pursuant to the terms hereof exceed the amount which it could lawfully have received for such Notes had the interest due hereunder for such Notes been calculated for the full term thereof at the Maximum Lawful Rate. In the event the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. In the event that a court of competent jurisdiction, notwithstanding the provisions of this Section 2.6(d), shall make a final determination that a Purchaser has received interest hereunder or under any of the Loan Documents in excess of the Maximum Lawful Rate, such Purchaser shall, to the extent permitted by applicable law, promptly apply such excess first to any Cash Interest due or accrued and not yet paid under the Notes, then to any Additional Interest due or accrued and not yet paid under the Notes, then to the outstanding principal of the Notes. If , then to other unpaid Obligations and thereafter shall refund any Note is not paid in full in cash on the Notes Maturity Date, such Note shall continue excess to bear interest at the Default Rate until paid and the Adjusted Term SOFR shall be reset and determined on the first day ClimaChem or as a court of each calendar month following the Notes Maturity Date. The foregoing sentence notwithstanding, the Notes shall be paid on the Notes Maturity Datecompetent jurisdiction may otherwise order.

Interest on Notes. (a) Except as otherwise set forth herein, each Class of Note (and portion thereof) shall bear interest at the Adjusted Term SOFR for each Interest Period on the unpaid principal amount thereof from the date issued and sold through repayment (whether by acceleration or otherwise). The ) as follows: (i) If interest will be paid in cash: (1) if there is a Base Rate Portion of a Note, at the Base Rate plus the Applicable Cash Pay Margin; and (2) if there is a LIBO Rate Portion of a Note, at the Adjusted Term SOFR shall LIBO Rate plus the Applicable Cash Pay Margin; (ii) If interest will be determined for each Interest Period paid in kind pursuant to Section 2.7(e): (1) if there is a Base Rate Portion of a Note, at the definition Base Rate plus the Applicable PIK Margin; and (2) if there is a LIBO Rate Portion of Term SOFR. Notwithstanding anything else to a Note, at the contrary, if Adjusted LIBO Rate plus the Term SOFR shall be less than zero, then Term SOFR shall be deemed to be zero for the purposes hereofApplicable PIK Margin. (b) [Reserved]The basis for determining the rate of interest with respect to any Note, and the Interest Period with respect to any LIBO Rate Portion, shall be selected by Company and notified to Purchasers pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Note is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Purchasers in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Note shall bear interest at the Base Rate. (c) [Reserved]In connection with LIBO Rate Portions there shall be no more than five (5) Interest Periods outstanding at any time. In the event Company fails to specify for any portion of a Note between a Base Rate Portion or a LIBO Rate Portion in the applicable Funding Notice or Conversion/Continuation Notice, such portion of the Note (if outstanding as a LIBO Rate Portion) will be automatically converted, so long as no Benchmark Immediate Discontinuance Event has occurred, into a LIBO Rate Portion with an Interest Period of one month on the last day of the then-current Interest Period for such portion of the Note. In the event Company fails to specify an Interest Period for any LIBO Rate Portion in the applicable Funding Notice or Conversion/Continuation Notice, so long as no Benchmark Immediate Discontinuance Event has occurred, 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, Purchasers shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to LIBO Rate Portions 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 Company and each Xxxxxxxxx. (dx) Interest payable pursuant to Section (a2.7(a) shall be computed 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 Note, the date of the issuance and sale of such Note or the first day of an Interest Period applicable to such Note or with respect to a Base Rate Portion being converted from a LIBO Rate Portion, the date of conversion of such LIBO Rate Portion to such Base Rate Portion, as the case may be, shall be included, and the date of payment of such Note or the expiration date of an Interest Period applicable to such Note or, with respect to a Base Rate Portion being converted to a LIBO Rate Portion, the date of conversion of such Base Rate Portion to such LIBO Rate Portion, as the case may be, shall be excluded; provided, if a Note is repaid on the same day on which it is made, one day’s interest shall be paid on that Note. (e) Except as otherwise set forth herein, interest on each outstanding Note (i) shall accrue on the outstanding principal amount of such Note at the Adjusted Term SOFR for each Interest Period a daily basis and shall be payable in arrears in cash on each Interest Payment Date with respect to interest accrued on and to each such Interest Payment Date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Note, 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 Notes, including final maturity of the Notes. If Notwithstanding any Note is not paid in full in cash of the foregoing to the contrary, for the first 12 months following the Closing Date, at Company’s option, interest on the Notes Maturity may be paid by Company in kind on such Interest Payment Date. If interest is paid in cash, such Note Notes shall continue to bear interest at the Default Rate until in accordance with Section 2.7(a)(i) above and if interest is paid and the Adjusted Term SOFR shall be reset and determined on the first day of each calendar month following the Notes Maturity Date. The foregoing sentence notwithstandingin kind, the Notes shall bear interest in accordance with Section 2.7(a)(ii) above. Amounts representing accrued interest that are added to the outstanding principal of Notes accruing such interest shall thereafter constitute principal (the “PIK Interest”) and bear interest, compounded quarterly, in accordance with Section 2.7(a) and otherwise be paid on treated as Notes for purposes of this Agreement, but which shall not be considered as part of “Consolidated Total Debt” for purposes of determining Availability for the Additional Notes Maturity DatePurchase Commitments; provided further that for the avoidance of doubt, PIK Interest shall not be deemed to be a utilization of the Additional Notes Purchase Commitment.

Interest on Notes. (a) Except as otherwise set forth herein, The Issuer shall pay interest on (i) each Base Rate Note (and portion thereof) shall bear interest at the Adjusted Term SOFR Base Rate plus the Applicable Margin in effect from time to time (the “Base Rate Interest Rate”) and (ii) each Eurodollar Note at the LIBOR Rate for each the applicable Interest Period on in effect for such Note plus the unpaid principal amount thereof Applicable Margin in effect from time to time (the date issued and sold through repayment (whether by acceleration or otherwise“Eurodollar Interest Rate). The Adjusted Term SOFR shall be determined for each Interest Period pursuant to the definition of Term SOFR. Notwithstanding anything else to the contrary, if the Term SOFR shall be less than zero, then Term SOFR shall be deemed to be zero for the purposes hereof. (b) [Reserved]Notwithstanding clause (a) of this Section, at the written request of the Required Purchasers if a Triggering Event of Default has occurred and is continuing, and automatically after acceleration of the Obligations or in connection with any Event of Default of the type described in Section 8.1(g) or 8.1(h), the Issuer shall pay interest (“Default Interest”) (i) with respect to all Eurodollar Notes, at a rate per annum equal to 200 basis points above the otherwise applicable Eurodollar Interest Rate until the last day of such Interest Period, and thereafter, at a rate per annum equal to 200 basis points above the otherwise applicable Base Rate Interest Rate and (ii) with respect to all Base Rate Notes, at a rate per annum equal to 200 basis points above the otherwise applicable Base Rate Interest Rate, in each case, until such Triggering Event of Default has been waived in writing or the Required Purchasers have revoked the imposition of Default Interest (whichever occurs first). (c) [Reserved]. (d) Interest payable pursuant to Section (a) shall be computed 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 Note, the date of the issuance and sale of such Note shall be included, and the date of payment of such Note shall be excluded; provided, if a Note is repaid on the same day on which it is made, one day’s interest shall be paid on that Note. (e) Except as otherwise set forth herein, interest on each outstanding Note (i) shall accrue on the outstanding principal amount of all Notes shall accrue from and including the date such Note at Notes are issued and sold to but excluding the Adjusted Term SOFR for each date of any repayment thereof. Interest Period and on all outstanding Notes shall be payable monthly in arrears in cash on the last day of each month, commencing on the last day of the first full month following the Closing Date, and on the Maturity Date. Interest Payment Date with respect to interest accrued on and to each such Interest Payment Date; (ii) any Eurodollar Note which is converted into a Note of another Type or which is repaid or prepaid shall be payable in arrears upon on the date of such conversion or on the date of any such repayment or prepayment of that Note, whether voluntary or mandatory, (on the amount being repaid or prepaid; and (iii) thereof. All Default Interest shall be payable in arrears at maturity of the Notes, including final maturity of the Notes. If any Note is not paid in full in cash on demand. (d) The Required Purchasers shall determine each interest rate applicable to the Notes Maturity Date, such Note hereunder and shall continue to bear interest at promptly notify the Default Rate until paid Issuer and the Adjusted Term SOFR Purchasers of such rate in writing (or by telephone, promptly confirmed in writing). Any such determination shall be reset conclusive and determined on the first day of each calendar month following the Notes Maturity Date. The foregoing sentence notwithstandingbinding for all purposes, the Notes shall be paid on the Notes Maturity Dateabsent manifest error.

Interest on Notes. (a) Except as otherwise set forth herein, For each Note (and portion thereof) shall bear of the interest at the Adjusted Term SOFR for each Interest Period on the unpaid principal amount thereof periods from the date issued and sold of this Agreement through repayment the interest period ending on October 30, 2011 (whether by acceleration or otherwisethe “Initial Interest Periods”). The Adjusted Term SOFR , interest (“Initial Interest”) shall be determined for accrue on the sum of (x) the principal amount of the Notes plus (y) all Initial Interest that had accrued as of the beginning of such Initial Interest Period, at a rate of 20.00% per annum, compounding on each Interest Period pursuant to Payment Date, and may be paid (in whole and not in part) in cash by the definition Co-Issuers on October 31, 2011. For each of Term SOFR. Notwithstanding anything else to the contraryinterest periods after the interest period ending on October 30, 2011 (the “Subsequent Interest Periods”), if the Term SOFR Initial Interest has not been paid in full on October 31, 2011, interest shall accrue on the Initial Interest and any interest accrued thereon, at a rate of 20.00% per annum, compounding on each Interest Payment Date, and shall be less than zeropayable by the Co-Issuers in cash on the Stated Maturity Date. For each of the Subsequent Interest Periods, then Term SOFR if the First Lien Obligations outstanding under the First Lien Credit Agreement have been Refinanced in full as of the beginning of such Subsequent Interest Period, interest shall accrue at a rate of 20.00% per annum on the principal amount of the Notes and shall be deemed to payable by the Co-Issuers in cash, in arrears, on each Interest Payment Date. For each of the Subsequent Interest Periods, if the First Lien Obligations outstanding under the First Lien Credit Agreement have not been Refinanced in full as of the beginning of such Subsequent Interest Period, (i) interest shall accrue at a rate of 14.00% per annum on the principal amount of the Notes and shall be zero payable by the Co-Issuers in cash, in arrears, on each Interest Payment Date, and (ii) interest shall accrue on each Interest Payment Date at a rate of 6.00% per annum on the principal amount of Notes (“Unpaid Subsequent Interest”) and shall be payable by the Co-Issuers on the Stated Maturity Date. For each of the Subsequent Interest Periods, interest (“Accruing Subsequent Interest”) shall accrue at a rate of 20.00% per annum, compounding on each Interest Payment Date, on the sum of (x) the amount of Unpaid Subsequent Interest that had accrued as of the beginning of such Subsequent Interest Period (if any) plus (y) the amount of Accruing Subsequent Interest that had accrued as of the beginning of such Subsequent Interest Period (if any), and shall be payable by the Co-Issuers on the Stated Maturity Date. Interest on the Notes that is payable on each Interest Payment Date shall accrue for the purposes hereof. (b) [Reserved]. (c) [Reserved]. (d) period commencing on and including the immediately preceding Interest payable pursuant to Section (a) Payment Date or, if no interest has been paid, from and including the date of issuance and ending on and including the day preceding such Interest Payment Date. The first interest period shall commence on and include the Funding Date and end on and exclude October 31, 2008. Interest will be computed on the basis of a 360-day year, in each case for the year of twelve 30-day months and actual number of days elapsed in the period during which it accrueselapsed. In computing interest Interest payable on any Note, the date of the issuance and sale of such Note shall be included, and the date of payment of such Note shall be excluded; provided, if a Note is repaid on the same day on which it is made, one day’s interest shall be paid on that Note. (e) Except as otherwise set forth herein, interest on each outstanding Note (i) shall accrue on the outstanding principal amount of such Note at the Adjusted Term SOFR for each Interest Period and Payment Date shall be payable in arrears in cash to Persons who are registered Holders of Notes at the Close of Business on each the Interest Record Date immediately preceding the Interest Payment Date, even if such Notes are canceled after such Interest Record Date with respect to interest accrued and on and to each or before such Interest Payment Date; (ii) . Within two Business Days after each Interest Record Date, Administrative Co-Issuer shall be payable provide to Note Agent a copy of the Register as of such Interest Record Date, together with such other relevant administrative details, tax forms and other information as Note Agent may reasonably request in arrears upon any prepayment connection with the payment of that Note, whether voluntary or mandatory, the interest on the amount being prepaid; and (iii) shall be payable in arrears at maturity of the Notes, including final maturity of the Notes. If any Note is not paid in full in cash on the Notes Maturity Date, such Note shall continue to bear interest at the Default Rate until paid and the Adjusted Term SOFR shall be reset and determined on the first day of each calendar month following the Notes Maturity Date. The foregoing sentence notwithstanding, the Notes shall be paid on the Notes Maturity relevant Interest Payment Date.

Interest on Notes. (a) Except as otherwise set forth herein, The Issuer shall pay interest on (i) each Base Rate Note (and portion thereof) shall bear interest at the Adjusted Term SOFR Base Rate plus the Applicable Margin in effect from time to time (the “Base Rate Interest Rate”) and (ii) each Eurodollar Note at the LIBOR Rate for each the applicable Interest Period on in effect for such Note plus the unpaid principal amount thereof Applicable Margin in effect from time to time (the date issued and sold through repayment (whether by acceleration or otherwise“Eurodollar Interest Rate). The Adjusted Term SOFR Issuer shall, by notice (a “Cash/PIK Election Notice”) delivered to each of the Purchasers and the Collateral Agent not less than three (3) Business Days prior to the first day of each month, elect whether interest payments for such month shall be determined for each Interest Period pursuant to paid in immediately available funds (the definition “Cash Option”), paid in kind and capitalized (the “PIK Option”) or paid partially in immediately available funds and paid partially in kind and capitalized (the “Cash/PIK Option”); provided that (x) if any Permitted Refinancing Indebtedness requires or permits the payment of Term SOFR. Notwithstanding anything else to interest in immediately available funds, the contrary, if the Term SOFR shall be less than zero, then Term SOFR Issuer shall be deemed to have selected the Cash Option with respect to the month in which such Permitted Refinancing Indebtedness is incurred and each month thereafter and (y) if the Issuer fails to deliver a Cash/PIK Election Notice at least three Business Days prior to the first day of a month, the Issuer shall be zero deemed to have elected the Cash Option for such month. If the purposes hereofIssuer elects (or is deemed to have elected) the Cash Option with respect to a month, all interest payments with respect to such month shall be paid in immediately available funds on the applicable interest payment date set forth in Section 2.10(c). If the Issuer elects the PIK option with respect to a month, all interest payments with respect to such month shall be paid in kind and capitalized on the applicable interest payment date set forth in Section 2.10(c) by adding such amount to the outstanding principal amount of such Base Rate Note or Eurodollar Note, as applicable. If the Issuer elects the Cash/PIK Option for a month, (A) in the case of a Base Rate Note, the Issuer shall pay interest on such Base Rate Note at (X) one-half the Base Rate plus 4.17% per annum in immediately available funds on the applicable interest payment date set forth in Section 2.10(c) and (Y) one-half the Base Rate plus 5.08% per annum paid in kind and capitalized on the applicable interest payment date set forth in Section 2.10(c) by adding such amount to the outstanding principal amount of such Base Rate Note and (B) in the case of a Eurodollar Note, the Issuer shall pay interest on such Eurodollar Note at (X) one-half the LIBOR Rate plus 4.625% per annum in immediately available funds on the applicable interest payment date set forth in Section 2.10(c) and (Y) one-half the LIBOR Rate plus 5.625% per annum paid in kind and capitalized on the applicable interest payment date set forth in Section 2.10(c) by adding such amount to the outstanding principal amount of such Eurodollar Note. With respect to the Cash/PIK Option, if the Applicable Margin is increased by an Increased Yield Amount, 45.12% of such Increased Yield Amount shall be paid in immediately available funds and 54.88% of such Increased Yield Amount shall be paid in kind and capitalized by adding such amount to the outstanding principal amount of the applicable Notes. Any capitalized amounts shall thereafter bear interest in accordance with this Section. (b) [Reserved]Notwithstanding clause (a) of this Section, at the written request of the Required Purchasers if a Triggering Event of Default has occurred and is continuing, and automatically after acceleration of the Obligations or in connection with any Event of Default of the type described in Section 8.1(g) or 8.1(h), the Issuer shall pay interest (“Default Interest”) (i) with respect to all Eurodollar Notes, at a rate per annum equal to 200 basis points above the otherwise applicable Eurodollar Interest Rate until the last day of such Interest Period, and thereafter, at a rate per annum equal to 200 basis points above the otherwise applicable Base Rate Interest Rate and (ii) with respect to all Base Rate Notes, at a rate per annum equal to 200 basis points above the otherwise applicable Base Rate Interest Rate, in each case, until such Triggering Event of Default has been waived in writing or the Required Purchasers have revoked the imposition of Default Interest (whichever occurs first). (c) [Reserved]. (d) Interest payable pursuant to Section (a) shall be computed 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 Note, the date of the issuance and sale of such Note shall be included, and the date of payment of such Note shall be excluded; provided, if a Note is repaid on the same day on which it is made, one day’s interest shall be paid on that Note. (e) Except as otherwise set forth herein, interest on each outstanding Note (i) shall accrue on the outstanding principal amount of all Notes shall accrue from and including the date such Notes are issued and sold (or, in the case of the Delayed Draw Notes, the Delayed Draw Date) to but excluding the date of any repayment thereof. Interest on all outstanding Notes shall be payable monthly in arrears on the last day of each month, commencing on the last day of the first full month following the Closing Date, and on the Maturity Date. Interest on any Eurodollar Note at which is converted into a Note of another Type or which is repaid or prepaid shall be payable on the Adjusted Term SOFR for each date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest Period and shall be payable in arrears immediately available funds on demand. (d) The Required Purchasers shall determine each interest rate applicable to the Notes hereunder and shall promptly notify the Issuer and the Purchasers of such rate in cash on each Interest Payment Date with respect to interest accrued on and to each writing (or by telephone, promptly confirmed in writing). Any such Interest Payment Date; (ii) determination shall be payable in arrears upon any prepayment of that Noteconclusive and binding for all purposes, whether voluntary or mandatory, on the amount being prepaid; and (iii) shall be payable in arrears at maturity of the Notes, including final maturity of the Notes. If any Note is not paid in full in cash on the Notes Maturity Date, such Note shall continue to bear interest at the Default Rate until paid and the Adjusted Term SOFR shall be reset and determined on the first day of each calendar month following the Notes Maturity Date. The foregoing sentence notwithstanding, the Notes shall be paid on the Notes Maturity Dateabsent manifest error.

Interest on Notes. (a) Except as otherwise set forth herein, each Note (and portion thereof) the Notes shall bear interest at the Adjusted Term SOFR for each Interest Period on the unpaid principal amount thereof from the date issued and sold through repayment redemption (whether by acceleration or otherwise). The ) thereof as follows: (i) if a Base Rate Credit Extension, at the Base Rate plus the Applicable Margin; or (ii) if a Eurodollar Rate Credit Extension, at the Adjusted Term SOFR shall be determined for each Interest Period pursuant to Eurodollar Rate plus the definition of Term SOFR. Notwithstanding anything else to the contrary, if the Term SOFR shall be less than zero, then Term SOFR shall be deemed to be zero for the purposes hereofApplicable Margin. (b) [Reserved]The basis for determining the rate of interest shall be selected by the Issuer and notified to each Agent and the Purchasers pursuant to the Purchase Notice or applicable Conversion/Continuation Notice, as the case may be. (c) [Reserved]In connection with Eurodollar Rate Credit Extensions there shall be no more than three (3) Interest Periods outstanding at any time. In the event the Issuer fails to specify between a Base Rate Credit Extension or a Eurodollar Rate Credit Extension in the applicable Purchase Notice or Conversion/Continuation Notice, such credit extension (if outstanding as a Eurodollar Rate Credit Extension) will be automatically continued as a Eurodollar Rate Credit Extension on the last day of then-current Interest Period for such credit extension (or if outstanding as a Base Rate Credit Extension will remain as, or (if not then outstanding) will be made as, a Base Rate Credit Extension). The Note Agent shall, promptly on each Interest Rate Determination Date, 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 Credit Extensions for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing) to the Issuer and each Purchaser holding Notes. (d) Interest payable pursuant to Section (a2.5(a) shall be computed (i) in the case of Base Rate Credit Extensions on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Credit Extensions, 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 Note, the date of the original issuance and sale of such Note or the first day of an Interest Period applicable to any Eurodollar Rate Credit Extension or Base Rate Credit Extension, the last Interest Payment Date with respect to such Eurodollar Rate Credit Extension or Base Rate Credit Extension or, with respect to a Base Rate Credit Extension being converted from a Eurodollar Rate Credit Extension, the date of conversion of such Eurodollar Rate Credit Extension to such Base Rate Credit Extension, as the case may be, shall be included, and the date of payment with respect to such Eurodollar Rate Credit Extension or Base Rate Credit Extension or the expiration date of an Interest Period applicable to such Eurodollar Rate Credit Extension or Base Rate Credit Extension or, with respect to a Base Rate Credit Extension being converted to a Eurodollar Rate Credit Extension, the date of conversion of such Note Base Rate Credit Extension to such Eurodollar Rate Credit Extension, as the case may be, shall be excluded; provided, if a Note Eurodollar Rate Credit Extension or Base Rate Credit Extension is redeemed or repaid on the same day on which it is made, one day’s interest shall be paid on that NoteEurodollar Rate Credit Extension or Base Rate Credit Extension. (e) Except as otherwise set forth herein, interest on each outstanding Note Eurodollar Rate Credit Extension and each Base Rate Credit Extension (i) shall accrue on the outstanding principal amount of such Note at the Adjusted Term SOFR for each Interest Period a daily basis and shall be payable in arrears in cash on each Interest Payment Date with respect to interest accrued on and to each such Interest Payment Datepayment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that NoteEurodollar Rate Credit Extension or Base Rate Credit Extension, 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 Notes, including final maturity of the Notes. If ; provided, however, with respect to any Note is not paid in full in cash voluntary prepayment of a Base Rate Credit Extension, accrued interest shall instead be payable on the Notes Maturity Date, such Note shall continue to bear interest at the Default Rate until paid and the Adjusted Term SOFR shall be reset and determined on the first day of each calendar month following the Notes Maturity Date. The foregoing sentence notwithstanding, the Notes shall be paid on the Notes Maturity applicable Interest Payment Date.