Common use of Interest on Term Loans Clause in Contracts

Interest on Term Loans. (a) The Borrower shall pay interest (i) on each Base Rate Loan at the Base Rate in effect from time to time, and (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such Eurodollar Rate Loan, plus, in each case, the Applicable Margin in effect from time to time. (b) If any payment due by the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Borrower shall pay interest (i) on each Base Rate Term Loan at the Base LIBOR Rate (or at such other rate determined in effect from time to time, and (iiaccordance with this Agreement) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such Eurodollar Rate Term Loan, plus, in each case, plus the Applicable Margin in effect from time to time, which, in respect of the first Interest Period to occur hereunder, shall be the Interpolated Rate for such Period. (b) If any payment due by the Borrower fails to pay any amount payable by it under this Agreement or a Loan Document on its due date, interest shall accrue on the other Loan Documents is not made when overdue amount from the due date up to the date of actual payment (without regard to any applicable grace period), whether both before and after judgment) at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear interest at the Default Interest a rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect which, subject to all Eurodollar Rate Loans at paragraph (c) below, is 2 per cent. per annum higher than the rate otherwise applicable which would have been payable if the overdue amount had, during the period of non-payment, constituted a Borrowing in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the then-current Interest Period, plus an additional 2% per annum until Administrative Agent (acting reasonably). Any interest accruing under this Section 2.10(b) shall be immediately payable by the Borrower on demand by the Administrative Agent. (c) If any overdue amount consists of all or part of a Term Loan which became due on a day which was not the last day of such an Interest Period, and thereafter, and with respect Period relating to all Base Rate Loans and all other Obligations hereunder that Loan: (other than Term Loans), at i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and (ii) the rate in effect for Base Rate Loans, plus an additional 2% of interest applying to the overdue amount during that first Interest Period shall be 2 per annumcent. per annum higher than the rate which would have applied if the overdue amount had not become due. (cd) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Term Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereofPeriod applicable thereto. All Default Interest shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, each Term Loan shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) on each if a Base Rate Loan Loan, at the Base Rate in effect from time to time, and plus 4.50%; or (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such Eurodollar if a LIBOR Rate Loan, plus, in each case, at the Applicable Margin in effect from time to timeAdjusted LIBOR Rate plus 6.00%. (b) If any payment due by The basis for determining the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear rate of interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Periodany Term Loan, and thereafter, and the Interest Period with respect to all any LIBOR Rate Loan, shall be selected by Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Term 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 Term Loan shall be a Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annumLoan. (c) Interest on In the principal amount of all Term Loans shall accrue from and including event Company fails to specify between a Base Rate Loan or a LIBOR Rate Loan in the date applicable Funding Notice or Conversion/Continuation Notice, such Term Loans are made to but excluding the date of any repayment thereof. Interest on all Loan (if outstanding Base as a LIBOR Rate Loans shall Loan) will be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is automatically converted into a Term Base Rate Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing then-current Interest Period therefor, either (x) prepay for such Term Loans Loan (or if outstanding as a Base Rate Loan will remain as, or (yif not then outstanding) convert such Term Loans into will be made as, a Base Rate Loans and (B) Loan). In the obligations of event Company fails to specify an Interest Period for any LIBOR Rate Loan in the Lenders to makeapplicable Funding Notice or Conversion/Continuation Notice, or to convert Term Loans into, Eurodollar Rate Loans Company shall be suspended until the 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 notify determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the Borrower interest rate that shall apply to the 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 Company and each Lender. (d) Interest payable pursuant to SECTION 2.5(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 Term Loan, the date of the making of such Term Loan or the first day of an Interest Period applicable to such Term Loan or, with respect to a Base Rate Loan being converted from a LIBOR Rate Loan, the date of conversion of such LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the Lenders 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 LIBOR 25 CREDIT AND GUARANTY AGREEMENT Rate Loan, the date of conversion of such Base Rate Loan to such LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Term Loan is repaid on the same day on which it is made, one day's interest shall be paid on that the circumstances causing such suspension no longer existTerm Loan. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period”Except as otherwise set forth herein, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such interest on each Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing Loan shall be reduced, by payment or prepayment or otherwise, payable in arrears on and to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and Payment Date applicable to that Term Loan; (ii) upon any prepayment of that Term Loan, whether voluntary or mandatory, to the obligation of extent accrued on the Lenders to makeamount being prepaid; and (iii) at maturity, or to convert Term Loans into, Eurodollar Rate Loans shall be suspendedincluding final maturity.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, each Term Loan shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) on each if a Base Rate Loan Loan, at the Base Rate in effect from time to time, and plus the Applicable Margin; or (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such if a Eurodollar Rate Loan, plus, in each case, at the Adjusted Eurodollar Rate plus the Applicable Margin in effect from time to timeMargin. (b) If any payment due by The basis for determining the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear rate of interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Periodany Term Loan, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, Period with respect to any Eurodollar Rate LoansLoan, shall be selected by the Required Lenders notify the Borrower and notified to Administrative Agent that and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. (ic) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective In connection with Eurodollar Rate Loans for such there shall be no more than ten (10) Interest Period, Periods outstanding at any time. In the Administrative Agent shall forthwith so notify event the Borrower and fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the Lendersapplicable Funding Notice or Conversion/Continuation Notice, whereupon such Term Loan (Aif outstanding as a Eurodollar Rate Loan) the Borrower will, will be automatically converted into a Base Rate Loan on the last day of the then existing current Interest Period therefor, either (x) prepay for such Term Loans Loan (or if outstanding as a Base Rate Loan will remain as, or (yif not then outstanding) convert such Term Loans into will be made as, a Base Rate Loans and (B) Loan). In the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify event the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail fails to select the duration of any specify an Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained Loan in the definition applicable Funding Notice or Conversion/Continuation Notice, 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 Period”Rate Determination Date, the Administrative Agent will forthwith so notify 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 the Borrower and the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loanseach Lender. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing Interest payable pursuant to clause (a) shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, computed (i) each Eurodollar Rate Loan will automatically, on in the last day case of the then existing Interest Period therefor, be converted into Base Rate Loans on the basis of a 365 day or 366 day year, as the case may be, and (ii) in the obligation 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 Lenders making of such Term Loan or the first day of an Interest Period applicable to makesuch Term Loan or the last Interest Payment Date with respect to such Term Loan or, or with respect to convert Term Loans into, a Base Rate Loan being converted from a Eurodollar Rate Loans Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be suspendedincluded, 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, 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. (e) 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 each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that 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 Term Loans, including final maturity of the Term 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.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, each Term Loan shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) on each if a Base Rate Loan Loan, at the Base Rate in effect from time to time, and plus the Applicable Margin; or (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such if a Eurodollar Rate Loan, plus, in each case, at the Adjusted Eurodollar Rate plus the Applicable Margin in effect from time to timeMargin. (b) If any payment due by The basis for determining the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear rate of interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Periodany Term Loan, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, Period with respect to any Eurodollar Rate LoansLoan, shall be selected by the Required Lenders notify the Borrower and notified to Administrative Agent that and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. (ic) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective In connection with Eurodollar Rate Loans for such there shall be no more than ten (10) Interest Period, Periods outstanding at any time. In the Administrative Agent shall forthwith so notify event the Borrower and fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the Lendersapplicable Funding Notice or Conversion/Continuation Notice, whereupon such Term Loan (Aif outstanding as a Eurodollar Rate Loan) the Borrower will, will be automatically converted into a Base Rate Loan on the last day of the then existing current Interest Period therefor, either (x) prepay for such Term Loans Loan (or if outstanding as a Base Rate Loan will remain as, or (yif not then outstanding) convert such Term Loans into will be made as, a Base Rate Loans and (B) Loan). In the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify event the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail fails to select the duration of any specify an Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained Loan in the definition applicable Funding Notice or Conversion/Continuation Notice, 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 Period”Rate Determination Date, the Administrative Agent will forthwith so notify 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 the Borrower and the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loanseach Lender. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing Interest payable pursuant to Section 2.9(a) shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, computed (i) each Eurodollar Rate Loan will automatically, on in the last day case of the then existing Interest Period therefor, be converted into Base Rate Loans on the basis of a 365 day or 366 day year, as the case may be, and (ii) in the obligation 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 Lenders making of such Term Loan or the first day of an Interest Period applicable to makesuch Term Loan or the last Interest Payment Date with respect to such Term Loan or, or with respect to convert Term Loans into, a Base Rate Loan being converted from a Eurodollar Rate Loans Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be suspendedincluded, 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. (e) 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 each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that 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 Term Loans, including final maturity of the Term Loans.

Interest on Term Loans. (a) The Borrower shall pay interest (i) on each Base Rate Loan at the Base Rate in effect from time to time, time and (ii) on each Eurodollar Rate Loan at the Eurodollar Adjusted LIBO Rate for the applicable Interest Period in effect for such Eurodollar Rate Term Loan, plus, in each case, the Applicable Margin in effect from time to time. (b) If any payment due by the Borrower under this Agreement or the other Loan Documents is not made when due Notwithstanding clause (without regard to any applicable grace period)a) above, whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while if an Event of Default existshas occurred and is continuing, the Borrower shall pay interest (“Default Interest”) ), with respect to all Eurodollar Rate Loans Loans, at the rate per annum equal to 2.0% above the otherwise applicable interest rate for such Eurodollar Loans for the then-current Interest Period, plus an additional 2% per annum Period until the last day of such Interest PeriodPeriod and thereafter and, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect per annum equal to 2.0% above the otherwise applicable interest rate for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly quarterly in arrears on the last day of each month March, June, September and December and on the Maturity Date, as the case may be. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each monthInterest Period applicable thereto, and, in the case of any Eurodollar Loans having an Interest Period in excess of three months or 90 days, respectively, on each day which occurs every three months or 90 days, as the case may be, after the initial date of such Interest Period, and on the Maturity Date, as the case may be. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the The Administrative Agent shall forthwith so notify determine each interest rate applicable to the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans hereunder pursuant to the terms of this Agreement and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall promptly notify the Borrower and the Lenders that the circumstances causing of such suspension no longer exist. rate in writing (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans or by telephone, promptly confirmed in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and writing). Any such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing determination shall be reducedconclusive and binding for all purposes, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loansabsent manifest error. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Borrower shall pay interest (i) on each Base Rate Loan at the Base Rate in effect from time to time, and (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such Eurodollar Rate Loan, plus, in each case, the Applicable Margin in effect from time to time. (b) If any payment due by the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while While an Event of Default exists, then at the option of the Required Lenders, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly quarterly in arrears on the last day of each month March, June, September and December and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each monthInterest Period applicable thereto, and, in the case of any Eurodollar Rate Loans having an Interest Period in excess of three months, on each day which occurs every three months after the initial date of such Interest Period, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Borrower Subject to the provisions of Section 2.05, the Term Loans shall pay bear interest (icomputed on the basis of the actual number of days elapsed over a year of 360 days at all times and calculated from and including the Closing Date to but excluding the date of repayment thereof) on each Base Rate Loan at the Base Rate in effect from time a rate per annum equal to time, and (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such Eurodollar Rate Loan, plus, in each case, the Applicable Margin in effect from time to time. (b) If any payment due by the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all each Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans Loan shall be payable on the last day Business Day of each monthMarch, June, September and on December and the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand, except as otherwise provided in this Agreement. (dc) IfNotwithstanding the requirement of Section 2.13(a) that payments by the Borrower hereunder be made in immediately available Dollars (but subject to Section 2.05), with respect regularly scheduled payments, on or prior to any Eurodollar Rate the first anniversary of the Closing Date, of interest accrued on Term Loans, up to an amount representing the Required Lenders notify accrual of a rate per annum of 1.0%, may be paid in kind (at the election of the Borrower, notified in writing to the Administrative Agent no later than fifteen (15) Business Days prior to the applicable scheduled date for payment thereof, and specifying the amount so elected to be paid in kind; provided, that failure to provide such notice by the date fifteen (i15) they are unable Business Days prior to obtain matching deposits such scheduled date shall be deemed to be an election to pay in kind the London inter-bank market at or about 11:00 A.M. (London timemaximum amount permitted hereunder) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part by addition of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower willamount, on the last day applicable date of payment, to the outstanding principal amount of Term Loans (allocable among the Term Lenders according to their ratable shares of the then existing Interest Period thereforTerm Loans), either and such capitalized interest (xthe “PIK Interest”) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans and (B) the obligations shall thenceforth be considered an amount of outstanding principal of the Lenders to makeTerm Loans, or to convert made by the Term Loans intoLenders, Eurodollar Rate Loans for all purposes hereof (and shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans bear interest in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in this Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the 2.04). The obligation of the Lenders Borrower to make, or to convert Term Loans into, Eurodollar Rate Loans pay such PIK Interest so added shall be suspendedautomatically evidenced by the Seller Note.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, each Term Loan shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) on each if a Base Rate Loan Loan, at the Base Rate in effect from time to time, and plus the Applicable Margin; or (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such if a Eurodollar Rate Loan, plusat the Adjusted Eurodollar Rate plus the Applicable Margin. provided, however, that in each case, notwithstanding the Applicable Margin in effect from foregoing, interest on the unpaid principal amount of any Term Loan shall at no time to time. (b) If any payment due by the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other be less than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 212.00% per annum. (cb) Interest on The basis for determining the principal amount rate of all interest with respect to any Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each monthLoan, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, Period with respect to any Eurodollar Rate LoansLoan, shall be selected by 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 date on which Syndication Agent notifies Borrower that the primary syndication of the Term Loans has been completed, as determined by Syndication Agent, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans shall be maintained as a part of such Borrowing during its Interest Period or either (ii1) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such having an Interest Period, the Period of no longer than one month or (2) Base Rate Loans. If on any day a Term 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 Term Loan shall forthwith so notify be a Base Rate Loan. (c) In connection with Eurodollar Rate Loans there shall be no more than five (5) Interest Periods outstanding at any time. In the event Borrower and fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the Lendersapplicable Funding Notice or Conversion/Continuation Notice, whereupon such Term Loan (Aif outstanding as a Eurodollar Rate Loan) the Borrower will, will be automatically converted into a Base Rate Loan on the last day of the then existing then‑current Interest Period therefor, either (x) prepay for such Term Loans Loan (or if outstanding as a Base Rate Loan will remain as, or (yif not then outstanding) convert such Term Loans into will be made as, a Base Rate Loans and (B) Loan). In the obligations of the Lenders event Borrower fails to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any specify an Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained Loan in the definition applicable Funding Notice or Conversion/Continuation 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 Period”Rate Determination Date, the Administrative Agent will forthwith so notify shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the Borrower and interest rate that shall apply to the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than for which an interest rate is then being determined for the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing applicable Interest Period therefor, be converted into Base Rate Loans and shall promptly give notice thereof (iiin writing or by telephone confirmed in writing) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspendedBorrower and each Lender.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, each Class of Term Loan shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) on each if a Base Rate Loan Loan, at the Base Rate in effect from time plus the Applicable Margin with respect to time, and such Class; or (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such if a Eurodollar Rate Loan, plus, in each case, at the Adjusted Eurodollar Rate plus the Applicable Margin in effect from time with respect to timesuch Class. (b) If any payment due by The basis for determining the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear rate of interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Periodany Term Loan, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, Period with respect to any Eurodollar Rate LoansLoan, shall be selected by the Required Lenders notify the Borrower and notified to Administrative Agent that and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. (ic) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective In connection with Eurodollar Rate Loans for such there shall be no more than ten (10) Interest Period, Periods outstanding at any time. In the Administrative Agent shall forthwith so notify event the Borrower and fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the Lendersapplicable Funding Notice or Conversion/Continuation Notice, whereupon such Term Loan (Aif outstanding as a Eurodollar Rate Loan) the Borrower will, will be automatically converted into a Base Rate Loan on the last day of the then existing current Interest Period therefor, either (x) prepay for such Term Loans Loan (or if outstanding as a Base Rate Loan will remain as, or (yif not then outstanding) convert such Term Loans into will be made as, a Base Rate Loans and (B) Loan). In the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify event the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail fails to select the duration of any specify an Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained Loan in the definition applicable Funding Notice or Conversion/Continuation Notice, 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 Period”Rate Determination Date, the Administrative Agent will forthwith so notify 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 the Borrower and the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loanseach Lender. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing Interest payable pursuant to Section 2.9(a) shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, computed (i) each Eurodollar Rate Loan will automatically, on in the last day case of the then existing Interest Period therefor, be converted into Base Rate Loans on the basis of a 365 day or 366 day year, as the case may be, and (ii) in the obligation 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 Lenders making of such Term Loan or the first day of an Interest Period applicable to makesuch Term Loan or the last Interest Payment Date with respect to such Term Loan or, or with respect to convert Term Loans into, a Base Rate Loan being converted from a Eurodollar Rate Loans Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be suspendedincluded, 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, 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. (e) 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 each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that 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 Term Loans, including final maturity of the Term 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.

Interest on Term Loans. (a) The Borrower Subject to the provisions of Section 2.06(c), the Term Loans comprising each ABR Borrowing shall pay bear interest (i) on each at a rate per annum equal to the Alternate Base Rate Loan at the Base Rate in effect from time to time, and (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such Eurodollar Rate Loan, plus, in each case, plus the Applicable Margin in effect from time to time. (b) If any payment due by Subject to the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace periodprovisions of Section 2.06(c), whether at stated maturity, by acceleration or otherwise, such owed amount the Term Loans comprising each Eurodollar Borrowing shall automatically bear interest at a rate per annum equal to the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Adjusted LIBOR Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate Period in effect for Base Rate Loans, such Borrowing plus an additional 2% per annumthe Applicable Margin in effect from time to time. (c) Notwithstanding the foregoing, during an Event of Default, all Obligations shall, to the extent permitted by applicable Legal Requirements, bear interest, after as well as before judgment, at a per annum rate equal to (i) in the case of principal of or interest on any Term Loan, 2.0% plus the rate otherwise applicable to such Term Loan as provided in the preceding paragraphs of this Section 2.06 or (ii) in the case of any other amount, 2.0% plus the rate applicable to ABR Term Loans as provided in Section 2.06(a) (in either case, the “Default Rate”). (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Term Loan; provided that (i) interest accrued pursuant to Section 2.06(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Term Loan, accrued interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Term Loan prior to the end of the current Interest Period therefor, accrued interest on the amount repaid or prepaid) thereof. All Default Interest such Term Loan shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part effective date of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer existconversion. (e) If All interest hereunder shall be computed on the Borrower basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall fail to select be computed on the duration basis of any Interest Period a year of 365 days (or 366 days in a leap year), and in each case shall be payable for any Eurodollar the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate Loans or Adjusted LIBOR Rate shall be determined by the Administrative Agent in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders this Agreement and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing determination shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loansconclusive absent manifest error. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, each Term Loan shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) on each if a Base Rate Loan Loan, at the Base Rate in effect from time to time, and plus the Applicable Margin; or (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such if a Eurodollar Rate Loan, plus, in each case, at the Adjusted Eurodollar Rate plus the Applicable Margin in effect from time to timeMargin. (b) If any payment due by The basis for determining the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear rate of interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Periodany Term Loan, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, Period with respect to any Eurodollar Rate LoansLoan, shall be selected by the Required Lenders notify the Borrower and notified to Administrative Agent that and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. (ic) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective In connection with Eurodollar Rate Loans for such there shall be no more than ten (10) Interest Period, Periods outstanding at any time. In the Administrative Agent shall forthwith so notify event the Borrower and fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the Lendersapplicable Funding Notice or Conversion/Continuation Notice, whereupon such Term Loan (Aif outstanding as a Eurodollar Rate Loan) the Borrower will, will be automatically converted into a Base Rate Loan on the last day of the then existing current Interest Period therefor, either (x) prepay for such Term Loans Loan (or if outstanding as a Base Rate Loan will remain as, or (yif not then outstanding) convert such Term Loans into will be made as, a Base Rate Loans and (B) Loan). In the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify event the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail fails to select the duration of any specify an Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained Loan in the definition applicable Funding Notice or Conversion/Continuation Notice, 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 Period”Rate Determination Date, the Administrative Agent will forthwith so notify 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 the Borrower and each Lender. (d) Interest payable pursuant to clause (a) shall be computed (i) in the Lenders case of Base Rate Loans on the basis of a 365 day or 366 day year, as the case may be, and such Term Loans will automatically(ii) in the case of Eurodollar Rate Loans, on the last 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 the then existing an Interest Period thereforapplicable to such Term Loan or the last Interest Payment Date with respect to such Term Loan or, convert into with respect to a Base Rate LoansLoan 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, 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. (fe) On the date Except as otherwise set forth herein, interest on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing each Term Loan shall accrue on a daily basis and shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for payable in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, arrears on (i) each Eurodollar Rate Loan will automatically, Interest Payment Date with respect to interest accrued on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and to each such payment date; and (ii) upon any prepayment of that Term Loan, whether voluntary or mandatory, to the obligation extent accrued on the amount being prepaid (provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspendedapplicable Interest Payment Date).

Interest on Term Loans. (a) The Borrower Subject to Section 2.7, each Term Loan shall pay bear interest on the outstanding principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) on each if a Base Rate Loan Term Loan, at the Base Rate in effect from time to time, and plus the Applicable Margin; or (ii) on each if a Eurodollar Rate Loan Term Loan, at the Adjusted Eurodollar Rate for the applicable Interest Period in effect for such Eurodollar Rate Loan, plus, in each case, plus the Applicable Margin in effect from time to timeMargin. (b) If any payment due by The basis for determining the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear rate of interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on and the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, Period with respect to any Eurodollar Rate LoansTerm Loan, the Required Lenders notify the shall be selected by Borrower and notified to Administrative Agent that and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice. (ic) they are unable In connection with Eurodollar Rate Term Loans there shall be no more than five (5) Interest Periods outstanding at any time. In the event Borrower fails to obtain matching deposits specify between a Base Rate Term Loan or a Eurodollar Rate Term Loan in the London inter-bank market at applicable Funding Notice or about 11:00 A.M. Conversion/Continuation Notice, or in the event Borrower fails to deliver a Conversion/Continuation Notice with respect to any Eurodollar Rate Borrowing prior to the end of the Interest Period applicable thereto in accordance with Section 2.6, such Term Loan (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans if outstanding as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans Loan) will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar be automatically converted into a Base Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, Term Loan on the last day of the then existing then-current Interest Period therefor, either (x) prepay for such Term Loans Loan (or if outstanding as a Base Rate Term Loan will remain as, or (yif not then outstanding) convert such Term Loans into will be made as, a Base Rate Loans and (B) Term Loan). In the obligations of the Lenders event Borrower fails to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any specify an Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained Term Loan in the definition applicable Funding Notice or Conversion/Continuation Notice, Borrower shall be deemed to have selected an Interest Period of “Interest Period”one month. The applicable Base Rate or Adjusted Eurodollar Rate shall be determined by Administrative Agent, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Term Loans will automatically, determination shall be conclusive and binding on the last day of the then existing Interest Period thereforparties hereto, convert into Base Rate Loansabsent manifest error. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing Interest payable pursuant to Section 2.5(a) or 2.7 shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, computed (i) each Eurodollar in the case of Base Rate Loan will automatically, Term Loans on the last basis of a 365-day of or 366-day year, as the then existing Interest Period thereforcase may be, be converted into Base Rate Loans and (ii) in the obligation case of Eurodollar Rate Term 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 Lenders making of such Term Loan or the first day of an Interest Period applicable to makesuch Term Loan or, or with respect to convert a Base Rate Term Loans into, Loan being converted from a Eurodollar Rate Term Loan, the date of conversion of such Eurodollar Rate Term Loan to such Base Rate Term 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 Term Loan being converted to a Eurodollar Rate Term Loan, the date of conversion of such Base Rate Term Loan to such Eurodollar Rate Term 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 accrue on such Term Loan. Except as otherwise set forth herein, accrued interest on the Term Loans shall be suspendedpayable in arrears (i) on each Interest Payment Date applicable to such Term Loan; (ii) upon any repayment or prepayment of the Term Loans, whether voluntary or mandatory, to the extent accrued on the amount being repaid or prepaid; and (iii) on the Maturity Date.

Interest on Term Loans. (a) The Borrower shall pay interest (i) on each Base Rate Loan at the Base Rate in effect from time to time, and (ii) on each Eurodollar Rate Loan at the Eurodollar Adjusted LIBO Rate for the applicable Interest Period in effect for such Eurodollar Rate Term Loan, plus, in each case, the Applicable Margin in effect from time to timeMargin. (bi) If all or a portion of the principal amount of any payment due by the Borrower under this Agreement or the other Term Loan Documents is shall not made be paid when due (without regard to any applicable grace period), whether at the stated maturity, by acceleration or otherwise), such owed amount all outstanding Term Loans (whether or not overdue) shall automatically bear interest at the Default Interest Rate, and (ii) if all or a portion of any interest payable on any Term Loan or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate (as provided per annum equal to the rate then applicable to Base Rate Loans plus 2%, in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In additioneach case, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at clauses (i) and (ii) above, from the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day date of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder non-payment until such amount is paid in full (other than Term Loansas well after as before judgment), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly quarterly in arrears on the last day of each month March, June, September and December and on the Maturity Date, as the case may be, as well as on the date of any prepayment of the Term Loans pursuant to Section 2.7. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each monthInterest Period applicable thereto, and, in the case of any Eurodollar Loans having an Interest Period in excess of three months or ninety (90) days, respectively, on each day which occurs every three months or ninety (90) days, as the case may be, after the initial date of such Interest Period, and on the Maturity Date, as the case may be. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Interest calculated at the Default Interest Rate shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the The Administrative Agent shall forthwith so notify determine each interest rate applicable to the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans hereunder and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall promptly notify the Borrower and the Lenders that the circumstances causing of such suspension no longer exist. rate in writing (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans or by telephone, promptly confirmed in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and writing). Any such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing determination shall be reducedpresumed correct for all purposes, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loansabsent manifest error. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, each Term Loan shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) on each if a Base Rate Loan Loan, at the Base Rate in effect from time to timeplus the Applicable Margin; or (ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin. (b) All Term Loans shall be Eurodollar Rate Loans (i) except during the period commencing on the day on which the last Interest Period expires through the Maturity Date, during which period the Term Loans shall be Base Rate Loans, and (ii) unless otherwise converted to Base Rate Loans pursuant to Section 2.7 or Section 2.15. (c) As soon as practicable after 10:00 a.m. (New York City time) on each Eurodollar Interest Rate Loan at 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 effect for such Eurodollar Rate Loan, plus, writing or by telephone confirmed in writing) to Borrower and each case, the Applicable Margin in effect from time to time. (b) If any payment due by the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demandLender. (d) IfInterest payable pursuant to Section 2.5(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 Term Loan, the date of the making of such Term Loan or the first day of an Interest Period applicable to such Term Loan or, with respect to any a Base Rate Loan being converted from a Eurodollar Rate LoansLoan, the Required Lenders notify date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the Administrative Agent 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, as the case may be, shall be excluded; provided that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) if a Term Loan is repaid on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of makingsame day on which it is made, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans one day’s interest shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders paid on that the circumstances causing such suspension no longer existTerm Loan. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period”Except as otherwise set forth herein, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such interest on each Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Eurodollar Rate Loan will automatically, Interest Payment Date with respect to interest accrued on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and to each such payment date; (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall accrue on a daily basis and shall be suspendedpayable in arrears upon any prepayment of that 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 on the Maturity Date.

Interest on Term Loans. (a) The Borrower shall pay interest (i) on each Base Rate Term Loan at the Base Rate in effect from time to time, time and (ii) on each Eurodollar Rate Term Loan at the Eurodollar Adjusted LIBO Rate for the applicable Interest Period in effect for such Eurodollar Rate Term Loan, plus, in each case, the Applicable Margin in effect from time to time. (b) If any payment due by the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while While an Event of Default existsexists or after acceleration, at the option of the Required Lenders, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Term Loans at the rate otherwise applicable for the then-current Interest Period, Period plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Term Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Term Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Term Loans shall be payable monthly quarterly in arrears on the last day of each month March, June, September and December and on the Maturity Date. Interest on all outstanding Eurodollar Rate Term Loans shall be payable on the last day of each monthInterest Period applicable thereto, and, in the case of any Eurodollar Term Loans having an Interest Period in excess of three months or 90 days, respectively, on each day which occurs every three months or 90 days, as the case may be, after the initial date of such Interest Period, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the The Administrative Agent shall forthwith so notify determine each interest rate applicable to the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans hereunder and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall promptly notify the Borrower and the Lenders that the circumstances causing of such suspension no longer exist. rate in writing (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans or by telephone, promptly confirmed in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and writing). Any such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing determination shall be reducedconclusive and binding for all purposes, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loansabsent manifest error. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Subject to the provisions of the Lender Fee Letter, the Borrower shall pay interest on the Term Loans from the date the Term Loans are first made hereunder (isuch date, the “Interest Accrual Date”) on each Base Rate Loan at through the Base Rate in effect from time to timelast day of the fiscal month immediately following the six (6) month anniversary of the Interest Accrual Date (such date, and (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable “Initial Interest Period in effect for such Eurodollar Rate LoanEnd Date”), plus, in at a rate equal to twelve percent (12%) per annum on the outstanding principal amount of the Term Loans. Commencing on the first day of the fiscal month immediately following the Initial Interest Period End Date and on the first day of each casefiscal month thereafter, the Applicable Margin interest rate shall be increased by one percent (1%) per annum until the Term Loans have been paid in effect from time to timefull in cash and the Term Loan Commitments have terminated. (b) If any payment due by the Borrower under Notwithstanding subsection (a) of this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period)Section, whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear interest at the Default Interest rate option of the Required Lenders (as provided with notice thereof in the immediately succeeding sentence) without further action by writing to the Administrative Agent or the Lenders. In addition, while Agent) if an Event of Default existshas occurred and is continuing, and automatically after the occurrence of an Event of Default pursuant to Section 8.1(a), (b), (h), (i) or (j), the acceleration of any of the Obligations or with respect to any past due amount hereunder, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Term Loans and other Obligations at the rate per annum equal to 200 basis points above the otherwise applicable interest rate for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest Subject to the provisions of the Lender Fee Letter, interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Term Loans shall be payable monthly in arrears on the last day of each calendar month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the The Administrative Agent shall forthwith so notify determine each interest rate applicable to the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans hereunder and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall promptly notify the Borrower and the Lenders that the circumstances causing of such suspension no longer exist. rate in writing (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans or by telephone, promptly confirmed in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and writing). Any such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing determination shall be reducedconclusive and binding for all purposes, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loansabsent manifest error. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Except as otherwise set forth herein, the Tranche A Term Loans shall bear interest on the unpaid outstanding principal amount thereof from the date the respective Tranche A Term Loan was incurred by the Parent Borrower through repayment (whether by acceleration or otherwise) thereof at 7.00% per annum. For the Tranche A Term Loans other than the Tranche A-4 Term Loan, such interest shall pay interest (i) be paid in full, commencing on each Base Rate Loan at the Base Rate first Interest Payment Date following the Amendment and Restatement Effective Date, in effect from time to timecash, and (ii) on each Eurodollar Rate Loan at the Eurodollar Rate excluding, for the applicable avoidance of doubt, any interest due under the Existing Credit Agreement as of the Amendment and Restatement Effective Date, paid in accordance with section 3.2(d). For each borrowing under the Tranche A-4 Term Loan, such interest shall be paid in full, commencing on the first Interest Period in effect Payment Date following the relevant Funding Date for such Eurodollar Rate borrowing under the Tranche A-4 Term Loan, plus, in each case, the Applicable Margin in effect from time to time. (b) If any payment due by the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum[Reserved]. (c) Interest payable pursuant to Sections 2.5(a) and (b) shall be computed on the principal amount basis of all a 360-day year and actual days elapsed. In computing interest on any Term Loans shall accrue from and including the date such Term Loans are made to but excluding Loan, the date of any repayment thereof. Interest on all outstanding Base Rate Loans the making of such Term Loan shall be payable monthly in arrears on included, and the last day date of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans payment of such Term Loan shall be payable on the last day of each monthexcluded; provided that, and on the Maturity Date. Interest on any Term Loan which is converted into if a Term Loan of another Type or which is repaid or prepaid on the same day on which it is made, one day’s interest shall be payable paid on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demandthat Term Loan. (d) IfExcept as otherwise set forth herein, interest on each Term Loan shall accrue on a daily basis and shall be payable in arrears (i) on each Interest Payment Date with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable interest accrued on and to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of each such Borrowing during its Interest Period or Payment Date; (ii) upon any prepayment of that Term Loan, whether voluntary or mandatory, to the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, extent accrued but unpaid on the last day amount being prepaid; and (iii) at maturity, including final maturity of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Borrower Subject to the provisions of Section 2.06(c), the Term Loans comprising each ABR Term Borrowing, shall pay bear interest (i) on each at a rate per annum equal to the Alternate Base Rate Loan at the Base Rate in effect from time to time, and (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such Eurodollar Rate Loan, plus, in each case, plus the Applicable Margin in effect from time to time. (b) If any payment due by Subject to the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace periodprovisions of Section 2.06(c), whether at stated maturity, by acceleration or otherwise, such owed amount the Term Loans comprising each Eurodollar Term Borrowing shall automatically bear interest at a rate per annum equal to the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Adjusted LIBOR Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate Period in effect for Base Rate Loans, such Term Borrowing plus an additional 2% per annumthe Applicable Margin in effect from time to time. (c) Notwithstanding the foregoing, during an Event of Default, all Obligations shall, at the discretion of the Administrative Agent or Required Lenders upon notice thereof to the Borrowers, bear interest, after as well as before judgment, at a per annum rate equal to (i) in the case of principal of any Term Loan, 2% plus the rate otherwise applicable to such Term Loan as provided in the preceding paragraphs of this Section 2.06 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Term Loans as provided in paragraph (a) of this Section 2.06. (d) Accrued interest on each Term Loan shall be payable in arrears on each Interest Payment Date for such Term Loan; provided that (i) interest accrued pursuant to Section 2.06(c) shall be payable on demand (provided that, absent demand, such interest shall be payable on each Interest Payment Date and upon the Term Loan Maturity Date), (ii) in the event of any repayment or prepayment of any Term Loan, accrued interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Term Loan prior to the end of the current Interest Period therefor, accrued interest on the amount repaid or prepaid) thereof. All Default Interest such Term Loan shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part effective date of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer existconversion. (e) If All interest hereunder shall be computed on the Borrower basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall fail to select be computed on the duration basis of any Interest Period a year of 365 days (or 366 days in a leap year), and in each case shall be payable for any Eurodollar the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate Loans or Adjusted LIBOR Rate shall be determined by the Administrative Agent in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders this Agreement and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing determination shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loansconclusive absent manifest error. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The (a) Except as otherwise set forth herein, the Tranche A Term Loans shall bear interest on the unpaid outstanding principal amount thereof from the Closing Datedate the respective Tranche A Term Loan was incurred by the Parent Borrower shall pay through repayment (whether by acceleration or otherwise) thereof at 7.00% per annum to be paid as follows:(i) 400 basis points of such. Such interest on the Tranche A Term Loans to be paid in cash; and(ii)the remaining 300 basis points of such interest on the Tranche A Term Loans to be paidshall be paid in full, commencing on the first Interest Payment Date following the Second Amendment Funding Date, in shares of Common Stock (iother than following a Default or Event of Default), with the number of shares to be calculated based on a value of $3.00 per share of Common Stock (as adjusted (as determined by the Administrative Agent) to reflect any dividend paid in Common Stock, stock split, reverse stock split, combination of shares, reclassification, recapitalization or other similar event altering the number of outstanding shares of Common Stock (but not including any dividend paid in Common Stock on each Base Rate Loan at the Base Rate Existing Preferred Stock in effect from time to time, and (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such Eurodollar Rate Loan, plusaccordance with its terms), in each case, case to effect the Applicable Margin in effect from time to timealtering of the number of shares of Common Stock outstanding). (b) If any payment due by Except as otherwise set forth herein, the Borrower under this Agreement or Tranche B Term Loans shall bear interest on the other Loan Documents is not made when due unpaid outstanding principal amount thereof from the Closing Date through repayment (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear interest ) thereof at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 26.00% per annum until to be paid as follows:(i) 400 basis points of such. Such interest on the last day Tranche B Term Loans to be paid in cash; and(ii) the remaining 200 basis points of such interest on the Tranche B Term Loans to be paidshall be paid in full, commencing on the first Interest PeriodPayment Date following the Second Amendment Funding Date, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder in shares of Common Stock (other than Term Loansfollowing a Default or Event of Default), at with the rate in effect for Base Rate Loans, plus an additional 2% number of shares to be calculated based on a value of $3.00 per annumshare of Common Stock (as adjusted (as determined by the . (c) Interest payable pursuant to Sections 2.5(a) and (b) shall be computed on the principal amount basis of all a 360-day year and actual days elapsed. In computing interest on any Term Loans shall accrue from and including the date such Term Loans are made to but excluding Loan, the date of any repayment thereof. Interest on all outstanding Base Rate Loans the making of such Term Loan shall be payable monthly in arrears on included, and the last day date of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans payment of such Term Loan shall be payable on the last day of each monthexcluded; provided that, and on the Maturity Date. Interest on any Term Loan which is converted into if a Term Loan of another Type or which is repaid or prepaid on the same day on which it is made, one day’s interest shall be payable paid on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demandthat Term Loan. (d) IfExcept as otherwise set forth herein, interest on each Term Loan shall accrue on a daily basis and shall be payable in arrears (i) on each Interest Payment Date with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable interest accrued on and to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of each such Borrowing during its Interest Period or Payment Date; (ii) upon any prepayment of that Term Loan, whether voluntary or mandatory, to the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, extent accrued but unpaid on the last day amount being prepaid; and (iii) at maturity, including final maturity of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Each Borrower shall pay interest (i) on each Base Term SOFR Rate Loan made to such Borrower hereunder at the Base Term SOFR Rate in effect from time to time, for each Interest Period plus the applicable Spread and (ii) on each Eurodollar Rate ABR Term Loan at the Eurodollar Alternate Base Rate for plus the applicable Interest Period in effect for such Eurodollar Rate Loan, plus, Spread (in each case, such interest, the Applicable Margin in effect from time to time“Accrued Interest”). (b) If, other than in connection with a Benchmark Transition Event, adequate and reasonable means do not exist for determining the Term SOFR Rate for an Interest Period in the manner set forth above in subsection (a)(i), the applicable Term SOFR Rate Loans shall be made or continued as ABR Term Loans. (c) In no event shall the Applicable Interest Rate charged with respect to any Term Loan or any fees, charges or other amounts which may be treated as interest hereunder exceed the maximum amount permitted under the laws of the State of New York or of any other applicable jurisdiction (the “Maximum Rate”). If the Lenders shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the Designated Amount or, if it exceeds the Designated Amount, refunded to the applicable Borrower. In determining whether the Applicable Interest Rate contracted for, charged or received by the Lenders exceeds the Maximum Rate, the Lenders may, to the extent permitted by applicable law, (i) characterize any payment due by the Borrower under this Agreement or the other Loan Documents that is not made principal as an expense, fee or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the obligations hereunder. (d) Notwithstanding the foregoing, if any principal on any Term Loan, any Accrued Interest thereon or any fee or other amount payable by any Borrower hereunder is not paid when due (without regard to any applicable grace period)due, whether at stated maturityon the Stated Maturity Date, by upon acceleration or otherwise, such owed overdue amount shall automatically bear interest interest, after as well as before judgment, at the Default Interest a rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect per annum equal to all Eurodollar Rate Loans at 2% plus the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding as provided in paragraph (a) of this Section (the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All “Default Interest Rate”). Such interest shall be payable on demand. (de) IfAccrued Interest on the Term Loans shall be payable by the Borrowers to the Administrative Agent on behalf of the Lenders on each Interest Payment Date and on each day on which the Term Loans are repaid or prepaid; provided that (x) upon written notice by the Borrower Representative to the Administrative Agent at least three (3) Business Days prior to such Interest Payment Date, Accrued Interest in an amount specified by the Borrower Representative with respect to any Eurodollar Rate Loans, the Required Lenders notify Term Loans shall be paid from the amounts in a Borrower’s Interest Reserve Account and (y) unless the Borrower Representative elects to pay such interest in cash (either through the Interest Reserve Account or otherwise) by written notice to the Administrative Agent that at least three (i3) they are unable Business Days prior to obtain matching deposits such Interest Payment Date, such Accrued Interest shall be automatically paid in-kind, in which case such interest will be added, as of such Interest Payment Date, to the London inter-bank market at or about 11:00 A.M. (London time) on outstanding principal amount of the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Borrowers’ Term Loans as a part (the aggregate amount of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Periodinterest so capitalized, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest PeriodPIK Amount”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans)). (f) On The Administrative Agent shall determine each interest rate applicable to the date on which Term Loans hereunder and shall promptly notify the aggregate unpaid principal amount applicable Borrower and the Lenders of Eurodollar Rate Loans comprising any Borrowing such rate in writing (or by telephone, promptly confirmed in writing). Any such determination shall be reducedconclusive and binding for all purposes, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loansabsent manifest error. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, the Term Loans shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) on each if a Base Rate Loan Loan, at the Base Rate in effect from time to time, and plus the Applicable Margin; or (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such Eurodollar if a LIBOR Rate Loan, plus, in each case, at the Adjusted LIBOR Rate plus the Applicable Margin in effect from time to timeMargin. (b) If any payment due by The basis for determining the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear rate of interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest PeriodTerm Loan, and thereafter, and the Interest Period with respect to all Base any LIBOR Rate Loans Loan, shall be selected by Company and all other Obligations hereunder (other than notified to Administrative Agent and Lenders pursuant to the applicable Conversion/Continuation Notice. If on any day the Term Loans), at 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 in effect for Base Rate Loansof interest, plus then such Term Loan shall be continued or converted into a LIBOR Loan with an additional 2% per annumInterest Period of one month. (c) In connection with LIBOR Rate Loans there shall be no more than six (6) Interest on Periods outstanding at any time. In the principal amount of all Term Loans shall accrue from and including event Company fails to specify between a Base Rate Loan or a LIBOR Rate Loan in the date applicable Conversion/Continuation Notice, such Term Loans are made to but excluding the date of any repayment thereof. Interest on all Loan (if outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its LIBOR Rate Loan) will be automatically continued as a LIBOR Rate Loan with an Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, one month on the last day of the then existing current Interest Period therefor, either (x) prepay for such Term Loans Loan (or (y) convert such Term Loans into if outstanding as a Base Rate Loans and loan will be converted into a LIBOR Rate Loan with an Interest Period of one month). As soon as practicable after 10:00 a.m. (BNew York City time) the obligations of the Lenders to makeon each Interest Rate Determination Date, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the Borrower interest rate that shall apply to the 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 Company and each Lender. (d) Interest payable pursuant to Section 2.7(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 the Term Loan, the date of the making of such Term 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 LIBOR Rate Loan, the date of conversion of such LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the Lenders 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 LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Term Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that the circumstances causing such suspension no longer existTerm Loan. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period”Except as otherwise set forth herein, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such interest on each Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing Loan shall be reduced, by payment or prepayment or otherwise, payable in arrears on and to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and Payment Date applicable to that Term Loan; (ii) upon any prepayment of that Term Loan, whether voluntary or mandatory, to the obligation of extent accrued on the Lenders to makeamount being prepaid; and (iii) at maturity, or to convert Term Loans into, Eurodollar Rate Loans shall be suspendedincluding final maturity.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, each Loan shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) at the rate that is 7.00% per annum; provided that (i) commencing on each Base Rate Loan the Interest Payment Date occurring on the last Business Day of the Fiscal Quarter ending March 31, 2013, in the event that, as of any Interest Payment Date, the Fixed Charge Coverage Ratio for the four Fiscal Quarter period most recently ended prior to such Interest Payment Date (as demonstrated in the Fixed Charge Coverage Ratio Certificate delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) at least three Business Days in advance of the Base Rate applicable Interest payment Date) equals or exceeds 1.75:1, accrued interest on the Term Loans as of such Interest Payment Date shall be paid in effect from time to time, cash and (ii) on each Eurodollar Rate Loan in the event that the requirements of clause (i) above are not satisfied at the Eurodollar Rate for the applicable such Interest Period Payment Date, and in effect for such Eurodollar Rate Loanany event prior to March 31, plus, in each case2013, the Applicable Margin in effect from time accrued interest on the Term Loans at such Interest Payment Date shall be capitalized with and added to timethe principal amount of the Term Loans for all purposes of this Agreement (such capitalized interest, “PIK Interest”), it being understood that the amount of PIK Interest as of any date shall include all PIK Interest capitalized prior to or on such date. (b) If Interest payable or capitalized (as applicable) pursuant to Section 2.4(a) shall be computed on the basis of a 360-day year for the actual number of days elapsed in the period during which it accrues. In computing interest on any payment due by Term Loan, the Borrower under this Agreement Closing Date or the other Loan Documents is not made when due (without regard to any applicable grace period)last Interest Payment Date shall be included, whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear interest at and the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event date of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day payment of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annumLoan shall be excluded. (c) Interest Except as otherwise set forth herein, interest on the principal amount of all Term Loans each Loan (i) shall accrue from on a daily basis and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly or capitalized (as applicable), in arrears on the last day of each month Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans a daily basis and shall be payable in arrears upon any prepayment of that Term Loan, whether voluntary or mandatory, to the extent accrued on the last day of each month, amount being prepaid; and (iii) shall accrue on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid daily basis and shall be payable on in arrears at maturity of the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, with respect to any Eurodollar Rate Term Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day including final maturity of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, each Term Loan shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) on each if a Base Rate Loan Loan, at the Base Rate in effect from time to time, and plus the Applicable Margin; or (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such Eurodollar if a LIBOR Rate Loan, plus, in each case, at the Adjusted LIBOR Rate plus the Applicable Margin in effect from time to timeMargin. (b) If any payment due by The basis for determining the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear rate of interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Periodany Term Loan, and thereafter, and the Interest Period with respect to all any LIBOR Rate Loan, shall be selected by Company Agent and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Term 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 Term Loan shall be a Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annumLoan. (c) In connection with LIBOR Rate Loans there shall be no more than five (5) Interest on Periods outstanding at any time. In the principal amount of all Term Loans shall accrue from and including event Company Agent fails to specify between a Base Rate Loan or a LIBOR Rate Loan in the date applicable Funding Notice or Conversion/Continuation Notice, such Term Loans are made to but excluding the date of any repayment thereof. Interest on all Loan (if outstanding Base as a LIBOR Rate Loans shall Loan) will be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is automatically converted into a Term Base Rate Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing then-current Interest Period therefor, either (x) prepay for such Term Loans Loan (or if outstanding as a Base Rate Loan will remain as, or (yif not then outstanding) convert such Term Loans into will be made as, a Base Rate Loans and (B) Loan). In the obligations of event Company Agent fails to specify an Interest Period for any LIBOR Rate Loan in the Lenders to makeapplicable Funding Notice or Conversion/Continuation Notice, or to convert Term Loans into, Eurodollar Rate Loans Companies shall be suspended until the 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 Agent shall notify determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the Borrower interest rate that shall apply to the 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 Company Agent and each Lender. (d) Interest payable pursuant to Section 2.7(a) shall be computed on the Lenders 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 (i) the date of the making of such Term Loan or the first day of an Interest Period applicable to such Term Loan or, with respect to a Base Rate Loan being converted from a LIBOR Rate Loan, the date of conversion of such LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included and (ii) 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 LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Term Loan is repaid on the same day on which it is made, one (1) day’s interest shall be paid on that the circumstances causing such suspension no longer existTerm Loan. (e) If Except as otherwise set forth herein, interest on each Term Loan shall be payable in arrears (i) on each Interest Payment Date applicable to that Term Loan; (ii) upon any prepayment of that Term Loan, whether voluntary or mandatory, to the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Term Loans will automatically, extent accrued on the last day of amount being prepaid; and (iii) on the then existing Interest Period therefor, convert into Base Rate LoansMaturity Date. (f) On Notwithstanding anything to the date contrary contained herein, the interest rate on which the aggregate unpaid principal amount of Eurodollar any Base Rate Loans comprising Loan for any Borrowing day shall never be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance sum of any Event of Default, (i) each Eurodollar Rate Loan will automatically, the rate appearing on Reuters Screen LIBOR01 Page or on the last day comparable page of the then existing Bloomberg Information Services (or any successor or substitute page of such service or successor or substitute service acceptable to 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 thereforof one (1) month, be converted into Base Rate Loans and divided by the sum of (x) 1 minus (y) the Applicable Reserve Requirement plus (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Applicable Margin for LIBOR Rate Loans shall be suspendedLoans.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, each Term Loan shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) on each if a Base Rate Loan Loan, at the Base Rate in effect from time to time, and plus the Applicable Margin; or (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such Eurodollar if a LIBOR Rate Loan, plus, in each case, at the Adjusted LIBOR Rate plus the Applicable Margin in effect from time to timeMargin. (b) If any payment due by The basis for determining the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear rate of interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Periodany Term Loan, and thereafter, and the Interest Period with respect to all any LIBOR Rate Loan, shall be selected by Company Agent and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Term 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 Term Loan shall be a Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annumLoan. (c) In connection with LIBOR Rate Loans there shall be no more than five (5) Interest on Periods outstanding at any time. In the principal amount of all Term Loans shall accrue from and including event Company Agent fails to specify between a Base Rate Loan or a LIBOR Rate Loan in the date applicable Funding Notice or Conversion/Continuation Notice, such Term Loans are made to but excluding the date of any repayment thereof. Interest on all Loan (if outstanding Base as a LIBOR Rate Loans shall Loan) will be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is automatically converted into a Term Base Rate Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing then-current Interest Period therefor, either (x) prepay for such Term Loans Loan (or if outstanding as a Base Rate Loan will remain as, or (yif not then outstanding) convert such Term Loans into will be made as, a Base Rate Loans and (B) Loan). In the obligations of event Company Agent fails to specify an Interest Period for any LIBOR Rate Loan in the Lenders to makeapplicable Funding Notice or Conversion/Continuation Notice, or to convert Term Loans into, Eurodollar Rate Loans Companies shall be suspended until the 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 Agent shall notify determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the Borrower interest rate that shall apply to the 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 Company Agent and each Lender. (d) Interest payable pursuant to Section 2.7(a) shall be computed on the Lenders 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 (i) the date of the making of such Term Loan or the first day of an Interest Period applicable to such Term Loan or, with respect to a Base Rate Loan being converted from a LIBOR Rate Loan, the date of conversion of such LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included and (ii) 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 LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Term Loan is repaid on the same day on which it is made, one (1) day’s interest shall be paid on that the circumstances causing such suspension no longer existTerm Loan. (e) If Except as otherwise set forth herein, interest on each Term Loan shall be payable in arrears (i) on each Interest Payment Date applicable to that Term Loan; (ii) upon any prepayment of that Term Loan, whether voluntary or mandatory, to the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Term Loans will automatically, extent accrued on the last day of amount being prepaid; and (iii) on the then existing Interest Period therefor, convert into Base Rate LoansMaturity Date. (f) On Notwithstanding anything to the date contrary contained herein, the interest rate on which the aggregate unpaid principal amount of Eurodollar any Base Rate Loans comprising Loan for any Borrowing day shall never be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance sum of any Event of Default, (i) each Eurodollar Rate Loan will automatically, the rate appearing on Reuters Screen LIBOR01 Page or on the last day comparable page of the then existing Interest Period thereforBloomberg Information Services (or any successor or substitute page of such service or successor or substitute service acceptable to Administrative Agent) on such date (or the immediately preceding Business Day, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.if such date

Interest on Term Loans. (a) The Borrower Subject to the provisions of Section 2.06(c), the Term Loans comprising each ABR Term Borrowing, shall pay bear interest (i) on each at a rate per annum equal to the Alternate Base Rate Loan at the Base Rate in effect from time to time, and (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such Eurodollar Rate Loan, plus, in each case, plus the Applicable Margin in effect from time to time. (b) If any payment due by Subject to the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace periodprovisions of Section 2.06(c), whether at stated maturity, by acceleration or otherwise, such owed amount the Term Loans comprising each Eurodollar Term Borrowing shall automatically bear interest at a rate per annum equal to the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Adjusted LIBOR Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate Period in effect for Base Rate Loans, such Term Borrowing plus an additional 2% per annumthe Applicable Margin in effect from time to time. (c) Notwithstanding the foregoing, during an Event of Default, all Obligations shall, at the discretion of the Administrative Agent or Required Lenders upon notice thereof to the Borrowers, bear interest, after as well as before judgment, at a per annum rate equal to (i) in the case of principal of any Term Loan, 2% plus the rate otherwise applicable to such Term Loan as provided in the preceding paragraphs of this Section 2.06 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Term Loans as provided in paragraph (a) of this Section 2.06. (d) Accrued interest on each Term Loan shall be payable in arrears on each Interest Payment Date for such Term Loan; provided that (i) interest accrued pursuant to Section 2.06(c) shall be payable on demand (provided that, absent demand, such interest shall be payable on each Interest Payment Date and upon the Term Loan Maturity Date), (ii) in the event of any repayment or prepayment of any Term Loan , accrued interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Term Loan prior to the end of the current Interest Period therefor, accrued interest on the amount repaid or prepaid) thereof. All Default Interest such Term Loan shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part effective date of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer existconversion. (e) If All interest hereunder shall be computed on the Borrower basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall fail to select be computed on the duration basis of any Interest Period a year of 365 days (or 366 days in a leap year), and in each case shall be payable for any Eurodollar the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate Loans or Adjusted LIBOR Rate shall be determined by the Administrative Agent in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders this Agreement and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing determination shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loansconclusive absent manifest error. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, each Term Loan shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) on each if a Base Rate Loan Loan, at the Base Rate in effect from time to time, and plus 11.00% per annum; or (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such if a Eurodollar Rate Loan, plusat the Adjusted Eurodollar Rate plus 12.00% per annum; provided, that, in each case, each such interest rate shall increase by an additional 2.00% per annum on and following the Applicable Margin in effect from time to timesecond anniversary of the Closing Date. (b) If any payment due by The basis for determining the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear rate of interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Periodany Term Loan, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, Period with respect to any Eurodollar Rate LoansLoan, shall be selected by 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 date that Syndication Agent notifies Borrower that the primary syndication of the Term Loans has been completed, as determined by Syndication Agent, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans shall be maintained as a part of such Borrowing during its Interest Period or either (ii1) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such having an Interest Period, the Period of no longer than one month or (2) Base Rate Loans. If on any day a Term Loan is outstanding with respect to which a Funding Notice or 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 for that day such Term Loan shall forthwith so notify be a Base Rate Loan. (c) In connection with Eurodollar Rate Loans there shall be no more than five (5) Interest Periods outstanding at any time. In the event Borrower and fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the Lendersapplicable Funding Notice or Conversion/Continuation Notice, whereupon such Loan (Aif outstanding as a Eurodollar Rate Loan) the Borrower will, will be automatically converted into a Base Rate Loan on the last day of the then existing then-current Interest Period thereforfor such Loan (or if outstanding as a Base Rate Loan will remain as, either (x) prepay such Term Loans or (yif not then outstanding) convert such Term Loans into will be made as, a Base Rate Loans and (B) Loan). In the obligations of the Lenders event Borrower fails to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any specify an Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained Loan in the definition applicable Funding Notice or Conversion/Continuation 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 Period”Rate Determination Date, the Administrative Agent will forthwith so notify 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 Borrower and each Lender. (d) Interest payable pursuant to Section 2.7(a) shall be computed (i) in the Lenders case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and such Term Loans will automatically(ii) in the case of Eurodollar Rate Loans, on the last 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 the then existing an Interest Period thereforapplicable to such Term Loan or, convert into 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 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, 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. (e) 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 each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of the Term 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 Term Loans, including final maturity of the Term 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) On For purposes of disclosure pursuant to the date on Interest Act (Canada), the annual rates of interest or fees to which the aggregate unpaid principal amount rates of Eurodollar Rate Loans comprising any Borrowing shall be reducedinterest or fees provided in this Agreement and the other Credit Documents (and stated herein or therein, by payment or prepayment or otherwiseas applicable, to be computed on the basis of a period of time less than a calendar year) are equivalent are the minimum borrowing amounts allowed for rates so determined multiplied by the actual number of days in Section 2.2, the applicable calendar year and divided by the number of days in such Term Loans shall automatically convert into Base Rate Loansperiod of time. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, each Term Loan shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) on each if a Base Rate Loan Loan, at the Base Rate in effect from time to time, and plus the Applicable Margin; or (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such if a Eurodollar Rate Loan, plus, in each case, at the Adjusted Eurodollar Rate plus the Applicable Margin in effect from time to time.Margin; (b) If any payment due by The basis for determining the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear rate of interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Periodany Term Loan, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, Period with respect to any Eurodollar Rate LoansLoan, the Required Lenders notify the shall be selected by NewPageCo and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Term 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 (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for day such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Loan shall be a Base Rate Loan. (c) In connection with Eurodollar Rate Loans for there shall be no more than ten (10) Interest Periods outstanding at any time. In the event NewPageCo fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon Term Loan (Aif outstanding as a Eurodollar Rate Loan) the Borrower will, will be automatically converted into a Base Rate Loan on the last day of the then existing then-current Interest Period therefor, either (x) prepay for such Term Loans Loan (or if outstanding as a Base Rate Loan will remain as, or (yif not then outstanding) convert such Term Loans into will be made as, a Base Rate Loans and (B) Loan). In the obligations of the Lenders event NewPageCo fails to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any specify an Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained Loan in the definition applicable Funding Notice or Conversion/Continuation Notice, 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 Period”Rate Determination Date, the Administrative Agent will forthwith so notify shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the Borrower and interest rate that shall apply to the Lenders and such Term Eurodollar Rate Loans will automatically, on for which an interest rate is then being determined for the last day of the then existing applicable Interest Period therefor, convert into Base Rate Loansand shall promptly give notice thereof (in writing or by telephone confirmed in writing) to NewPageCo and each Lender. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing Interest payable pursuant to Section 2.8(a) shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, computed (i) each Eurodollar Rate Loan will automatically, on in the last day case of the then existing Interest Period therefor, be converted into Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the obligation 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 Lenders making of such Term Loan or the first day of an Interest Period applicable to makesuch Loan or, or with respect to convert a Term Loans intoLoan, 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 Loans Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be suspendedincluded, 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, 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. (e) 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 each such payment date; (iii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Term Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iv) shall accrue on a daily basis and shall be payable in arrears at maturity of the Term Loans, including final maturity of the Term 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.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, each Class of Term Loans shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) on each if a Base Rate Loan Loan, at the Base Rate in effect from time to time, and plus the Applicable Margin; or (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such if a Eurodollar Rate Loan, plus, in each case, at the Adjusted Eurodollar Rate plus the Applicable Margin in effect from time to time.Margin; (b) If any payment due by The basis for determining the Borrower under this Agreement or the other Loan Documents is not made when due (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear rate of interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest PeriodTerm Loans, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum. (c) Interest on the principal amount of all Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (d) If, Period with respect to any Eurodollar Rate LoansLoan, the Required Lenders notify the shall be selected by Company and notified to Administrative Agent and Lenders pursuant to the Funding Notice or Conversion/Continuation Notice, as the case may be; provided that the Initial Term Loans and the Incremental Term Loans initially shall be made as Base Rate Loans until the date which is five (i5) they Business Days following the Closing Date or the Incremental Term Loan Closing Date, as applicable. If on any day Term Loans are unable outstanding with respect to obtain matching deposits 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 Term Loans shall be Base Rate Loans. (c) In connection with Eurodollar Rate Loans there shall be no more than five (5) Interest Periods outstanding at any time. In the event Company fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the London inter-bank market at Funding Notice or about 11:00 A.M. the applicable Conversion/Continuation Notice, such Term Loans (London timeif outstanding as Eurodollar Rate Loans) will be automatically converted into a Base Rate Loans on the second Business Day before last day of the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any then-current Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding (or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into if outstanding as Base Rate Loans and (B) the obligations of the Lenders to makewill remain as, or (if not then outstanding) will be made as, Base Rate Loans). In the event Company fails to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any specify an Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained Loan in the definition Funding Notice or the applicable Conversion/Continuation Notice, 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 Period”Rate Determination Date, the Administrative Agent will forthwith so notify shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the Borrower 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 Company and each Lender. (d) Interest payable pursuant to Section 2.5(a) shall be computed (i) in the Lenders and such Term Loans will automaticallycase of a Base Rate Loan, on the last basis of a 365-day of or 366-day year, as the then existing Interest Period thereforcase may be, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) in the obligation case of a Eurodollar Rate Loan, 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 a Term Loan, the date of the Lenders making of such Term Loan or the first day of an Interest Period applicable to makesuch Term Loan or 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 Term Loan or the expiration date of an Interest Period applicable to convert 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. (e) Except as otherwise set forth herein, interest on each Class of Term Loans into, Eurodollar Rate Loans (i) shall accrue on a daily basis and shall be suspendedpayable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Class of Term 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, including final maturity; 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.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, the Tranche A Term Loans shall pay bear interest on the unpaid outstanding principal amount thereof from the Closing Date through repayment (whether by acceleration or otherwise) thereof at 7.00% per annum to be paid as follows: (i) 400 basis points of such interest on each Base Rate Loan at the Base Rate Tranche A Term Loans to be paid in effect from time to time, and cash; and (ii) the remaining 300 basis points of such interest on each Eurodollar Rate Loan at the Eurodollar Rate for Tranche A Term Loans to be paid in shares of Common Stock, with the applicable Interest Period in effect for such Eurodollar Rate Loan, plus, in each case, the Applicable Margin in effect from time number of shares to timebe calculated based on a value of $3.00 per share of Common Stock. (b) If any payment due by Except as otherwise set forth herein, the Borrower under this Agreement or Tranche B Term Loans shall bear interest on the other Loan Documents is not made when due unpaid outstanding principal amount thereof from the Closing Date through repayment (without regard to any applicable grace period), whether at stated maturity, by acceleration or otherwise, such owed amount shall automatically bear interest ) thereof at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent or the Lenders. In addition, while an Event of Default exists, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 26.00% per annum until the last day to be paid as follows: (i) 400 basis points of such Interest Periodinterest on the Tranche B Term Loans to be paid in cash; and (ii) the remaining 200 basis points of such interest on the Tranche B Term Loans to be paid in shares of Common Stock, and thereafter, and with respect the number of shares to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% be calculated based on a value of $3.00 per annumshare of Common Stock. (c) Interest payable pursuant to Sections 2.5(a) and (b) shall be computed on the principal amount basis of all a 360-day year and actual days elapsed. In computing interest on any Term Loans shall accrue from and including the date such Term Loans are made to but excluding Loan, the date of any repayment thereof. Interest on all outstanding Base Rate Loans the making of such Term Loan shall be payable monthly in arrears on included, and the last day date of each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans payment of such Term Loan shall be payable on the last day of each monthexcluded; provided that, and on the Maturity Date. Interest on any Term Loan which is converted into if a Term Loan of another Type or which is repaid or prepaid on the same day on which it is made, one day’s interest shall be payable paid on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demandthat Term Loan. (d) IfExcept as otherwise set forth herein, interest on each Term Loan shall accrue on a daily basis and shall be payable in arrears (i) on each Interest Payment Date with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable interest accrued on and to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of each such Borrowing during its Interest Period or Payment Date; (ii) upon any prepayment of that Term Loan, whether voluntary or mandatory, to the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, extent accrued but unpaid on the last day amount being prepaid; and (iii) at maturity, including final maturity of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans and (B) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.

Interest on Term Loans. (a) The Borrower Except as otherwise set forth herein, each Term Loan shall pay bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) as follows: (i) on each if a Base Rate Loan Loan, at the Base Rate in effect from time to time, and plus the Applicable Margin; or (ii) on each Eurodollar Rate Loan at the Eurodollar Rate for the applicable Interest Period in effect for such Eurodollar if a LIBOR Rate Loan, plusat the Adjusted LIBOR Rate plus the Applicable Margin. Borrower shall indicate in the Funding Notice whether a Term Loan shall be a Base Rate Loan or a LIBOR Rate Loan, provided, however, that so long as, in each casethe good faith judgment of the Administrative Agent, adequate and fair means exist for ascertaining the interest rate applicable to LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate, the Applicable Margin in effect from time to timeBorrower shall indicate on the Funding Notice that any requested Term Loan shall be a LIBOR Rate Loan. (b) If Interest payable pursuant to Section 2.5(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 payment due by Term Loan, the Borrower under this Agreement Closing Date or the other first day of an Interest Period applicable to such Term Loan Documents is not made when due (without regard to any applicable grace period)shall be included, whether at stated maturity, by acceleration or otherwise, and the date of payment of such owed amount shall automatically bear interest at the Default Interest rate (as provided in the immediately succeeding sentence) without further action by the Administrative Agent Term Loan or the Lenders. In addition, while expiration date of an Event of Default exists, the Borrower Interest Period applicable to such Term Loan shall pay interest (“Default Interest”) with respect to all Eurodollar Rate Loans at the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Term Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annumbe excluded. (c) Interest Except as otherwise set forth herein, interest on the principal amount of all each Term Loans shall accrue from and including the date such Term Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans Loan shall be payable monthly in arrears on the last day of (i) each month and on the Maturity Date. Interest on all outstanding Eurodollar Rate Loans shall be payable on the last day of each month, and on the Maturity Date. Interest on any Settlement Date applicable to that Term Loan which is converted into a Term Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment Loan; (on the amount repaid or prepaidii) thereof. All Default Interest shall be payable on demand. (d) If, with respect to any Eurodollar Rate Loans, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits prepayment in the London inter-bank market at whole or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Term Loans as a part of such Borrowing during its Interest Period Term Loan, whether voluntary or (ii) the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Periodmandatory, the Administrative Agent shall forthwith so notify Settlement Date immediately following such prepayment in an amount equal to the Borrower interest accrued and the Lenders, whereupon (A) the Borrower will, unpaid on the last day amount so prepaid to the date of the then existing Interest Period therefor, either (x) prepay such Term Loans or (y) convert such Term Loans into Base Rate Loans prepayment; and (Biii) the obligations of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer existat maturity. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the minimum borrowing amounts allowed for in Section 2.2, such Term Loans shall automatically convert into Base Rate Loans. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be converted into Base Rate Loans and (ii) the obligation of the Lenders to make, or to convert Term Loans into, Eurodollar Rate Loans shall be suspended.