Common use of Interest Payments Clause in Contracts

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Payments under this Note, calculated in accordance with the terms hereof, shall be due and payable as follows: (i) interest at the Interest Rate for the First Interest Accrual Period shall accrue be due and payable on the Closing Date; (ii) interest at the Interest Rate in effect for the Interest Accrual Period in which each Payment Date occurs shall be due and payable on the Payment Date in November, 2006 and on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on subsequent Payment Date through and including the Funding month during which occurs the Maturity Date, as such Maturity Date of such Advance until but excluding may be extended from time to time pursuant to Section 2.1(e) hereof; (iii) the date that such Advance entire outstanding Principal Amount, together with all accrued and unpaid interest and any other charges and sums due hereon and on the other Loan Documents shall be paid in full. Interest shall accrue during each Settlement Period due and be payable on July 12, 2010 (the Advances Outstanding on each Payment “Maturity Date”), unless earlier paid as such Maturity Date may be extended pursuant to (iSection 2.1(e) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)hereof. (b) For the sake of clarity, if Borrower shall have paid interest on the Payment Date in the month in which the Final Payment Date occurs through the end of the then current Interest Rates Accrual Period and repays the Debt in full on or before the Final Payment Date, no additional interest shall be determined due or payable by Borrower with respect to the Administrative Agent period subsequent to the Payment Date. Payments shall be paid by Borrower, without setoff or counterclaim, by wire transfer to Lender or to such other location or account as Lender may specify to Borrower from time to time, in accordance with Federal or other immediately available funds in lawful money of the definitions thereofUnited States of America, and the Administrative Agent shall advise the Servicernot later than 2:00 PM, New York City time, on behalf each Payment Date. If any payment hereunder or under any of the Borrowerother Loan Documents becomes due and payable on a day other than a Business Day, such payment shall not be payable until the next succeeding Business Day; provided, however, if such next succeeding Business Day falls within the next calendar month, such payment shall be due and payable on the immediately preceding Business Day. If the date for any payments of each calculation thereofprincipal is extended on account of the foregoing or on account of operation of law or otherwise, interest thereon shall be payable at the then applicable rate during such extension. (c) If any Managing AgentLender shall determine the LIBOR Rate as in effect from time to time on each Interest Determination Date, on behalf and each such determination of the applicable Lenders, LIBOR Rate shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Marginconclusive and binding absent manifest error. (d) Anything Payments made by Borrower under this Note shall be made free and clear of, and without reduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income and franchise taxes of the United States of America or any political subdivision or taxing authority thereof or therein (such non-excluded taxes being called “Additional Taxes”). If any Additional Taxes are required to be withheld from any amounts payable to Lender hereunder or under any of the other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Additional Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement or the other Transaction Documents Note. (e) Subject to the contrary notwithstandingprovisions of this Section 2.1(e), if at any time Borrower shall have one (1) option to extend the rate term of interest payable by any Person under this Agreement and the Transaction Documents exceeds Loan from the highest rate of interest permissible under Applicable Law original Maturity Date through October 12, 2011 (the “Maximum Lawful RateExtended Maturity Date”) (the “Extension Option”, and the term extended pursuant thereto, the “Extension Term”); provided that, thenwith respect to the exercise of each Extension Option (i) Lender has received written notice not more than one hundred twenty (120) days but not less than thirty (30) days prior to the Maturity Date that Borrower desires to extend the Maturity Date or the extended Maturity Date, so long as the Maximum Lawful case may be (the “Maturity Date Notice”) which shall be accompanied by a payment of $100,000, (ii) no Event of Default has occurred and is continuing as of the date of the Maturity Date Notice or the date the applicable Extension Term would commence, and (iii) Borrower has delivered proof, reasonably satisfactory to Lender, that (A) the Debt Service Coverage for the two (2) full fiscal quarters of the Borrower immediately preceding the Payment Date which is immediately prior to the Maturity Date is 1.55 to 1.00 or greater and (B) either the existing Rate would be exceededCap Agreement has been extended or a replacement Rate Cap Agreement has been obtained in form and substance substantially similar to the Rate Cap Agreement delivered on the Closing Date and issued by a cap provider having a long-term unsecured debt rating of “AA” (or its equivalent) by each Rating Agency with a LIBOR Rate strike price of seven percent (7.0%) per annum, and a term expiring no earlier than the Extended Maturity Date (and if Lender is not the named beneficiary thereunder, the rate same has been pledged to Lender). Provided that all of interest under this Agreement the foregoing conditions have been satisfied, as reasonably determined by Lender, following the giving of the Maturity Date Notice, the term “Maturity Date” when used herein and in the Transaction other Loan Documents shall mean the date to which the Maturity Date has been extended as if such date was the original Maturity Date set forth herein. Simultaneously with the commencement of the Extension Term, Borrower shall pay to Lender an extension fee (the “Extension Fee”) in the amount of 0.25% of the outstanding principal balance of the Loan as of the date of the applicable Maturity Date Notice less any sums previously paid to Lender pursuant to clause (i) above (it being acknowledged that if the sums paid to Lender pursuant to clause (i) above are in excess of those required to be equal paid pursuant to this sentence, Lender shall reimburse such excess amount to Borrower). In the Maximum Lawful Rateevent that Lender determines that the conditions set forth in this subsection (e) have not been satisfied, the exercise of the Extension Option shall be of no further force or effect and any extension fee previously paid to Lender in connection with the subject extension request, less any actual costs incurred by Lender in connection with its review of Borrower’s request for an extension of the Maturity Date, shall be credited towards the outstanding principal balance of the Loan at Maturity. If at All reasonable costs and expenses incurred in connection with each request for, and, if applicable, each extension of the Maturity Date, including without limitation, reasonable attorneys’ fees incurred by Lender and any time thereafter sums incurred in connection with the rate extension or replacement of interest payable under this the Rate Cap Agreement and (and, if applicable, the Transaction Documents is less than the Maximum Lawful Rate, such Person pledging of same to Lender) shall continue to pay interest under this Agreement and the Transaction Documents be at the Maximum Lawful Rate until such time as the total interest received from such Person is equal sole cost and expense of Borrower and shall either be paid by Borrower directly or on demand to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateLender.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b2.4(c). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) On or before each Interest Payment Date during the first 15 months after the Closing Date or any other time in which funds are available in the Interest Reserve Account, the Agent shall accrue on each Advance during each Settlement Period at inform the applicable Interest Rate. The Borrower shall pay Interest on Disbursement Agent and Borrowers of the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall interest required to be paid in fullon such Interest Payment Date with respect to the Term Facility. On or before each such Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier the Agent shall withdraw the amount so required to be paid pursuant on such Interest Payment Date from amounts on deposit in or credited to (i) a prepayment in accordance the Interest Reserve Account, and such payments may be made without the requirement of obtaining any further consent or action on the part of the Borrowers with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereofrespect thereto, and the Administrative Borrowers hereby constitute and appoint the Agent as their true and lawful attorney in fact to make such payments and this power of attorney shall advise be deemed to be a power coupled with an interest and shall be irrevocable. If any amounts are so withdrawn prior to the Servicertime that the Contributed Assets in respect of Project Octavius are contributed to Octavius Borrower, on behalf then Borrowers shall within 3 Business Days following such withdrawal restore the amount of such withdrawal from the Interest Reserve Account. Upon the satisfaction of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described condition in clause (aSection 4.04(f) of the definition of “Eurodollar Disruption Event” has occurredCredit Agreement, the Administrative Borrowers shall be reimbursed from the Interest Reserve Account for any amounts so deposited pursuant to the preceding sentence. In the event that the Final Completion Dates for both Projects have occurred and the Agent is entitled to close the Loan Proceeds Account pursuant to Section 4.5, the Agent shall disburse or cause the disbursement of all remaining funds in turn so notify the BorrowerInterest Reserve Account, whereupon all Advances if any, to an account specified in respect of which writing by the Borrowers to the Agent and thereafter, the Agent shall be permitted to close the Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything Reserve Account. The Borrowers acknowledge that nothing in this Agreement Section 4.4 shall in any way exonerate or diminish its obligation to make all payments under the other Transaction Loan Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement as and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Ratewhen due.

Interest Payments. a. As compensation to Lender for extending the Loan, Lender will be entitled to interest on the outstanding principal balance of the Loan at the rate of fifteen percent (a15%) per annum ("Interest Rate"). Interest shall accrue on each Advance during each Settlement Period at be calculated for the applicable Interest Rate. The Borrower shall pay Interest exact number of days that any principal amount remains unpaid commencing on the unpaid principal date the amount is advanced directly to or on behalf of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance I3onower. All payments shall be applied first to interest when due, then to principal. b. In the event payment is not received when due and/or all of the interest has not been paid on or before the Repayment Date, the Loan shall be in fulldefault, and in addition to Lender's right to receive an amount equal to the outstanding balance of the Loan, Lender shall be entitled to the following: i. Compounded interest on all amounts owed pursuant to the Loan Documents at an annual interest rate equal to 18% per annum. Interest shall accrue during each Settlement Period daily, and shall be payable added to all other amounts owed pursuant to the Loan Documents, commencing on the Advances Outstanding on each Payment DateRepayment Date and continuing until the date of repayment in full; ii. All costs of collection, unless earlier paid including, without limitation, all reasonable legal fees and expenses; and iii. In calculating the amounts of interest owed, all payments and amounts received shall be applied first to legal costs of collection, including attorney fees, then to outstanding interest, and then to the remaining Obligation. 5 INTEREST RESERVE ACCOUNT At the time of the first advance made pursuant to (i) a prepayment this Agreement, Lender shall establish an interest reserve in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates the amount of $750,000 of the principal amount of the Loan, which amount shall be determined by allocated and used exclusively for the Administrative Agent payment of interest to Lender or to reimburse Lender (or its designee) for any direct expenses incurred in accordance connection with the definitions thereof, and Picture ("Interest Reserve") On the Administrative Agent shall advise the Servicer, on behalf of the Borrower, first business day of each calculation thereof. (c) If any Managing Agentcalendar month until the Interest Reserve is completely utilized, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be an amount equal to the Maximum Lawful Rate. If at any time thereafter accrued interest through that date shall be paid from the rate of interest payable under this Agreement Interest Reserve to Lender, which amounts shall be treated as advances and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal added to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received outstanding principal balance owed by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateBorrower to Lender.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Each Managing Agent shall determine (in accordance with information provided by the relevant CP Lender and/or Committed Lenders in the related Lender Group, as applicable) its estimate of the Interest Rates (including unpaid Interest, if any due and payable on a prior Payment Date) to be paid to the Lenders in the applicable Lender Group on each Payment Date for the related Settlement Period and shall be determined by advise the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, thereof three (3) Business Days prior to each Payment Date. In the event that any Managing Agent’s, CP Lender’s or Committed Lender’s, as applicable, estimate of each calculation thereofthe Interest payable for a related Settlement Period is different from the actual amount of Interest for such Settlement Period, the Managing Agent shall increase or decrease its estimate of Interest for the next succeeding Settlement Period by the amount of such difference, plus Interest thereon, if applicable. Failure to set aside any amount so accrued shall not relieve the Borrower or the Servicer on behalf of the Borrower of its obligation to remit or cause the Servicer to remit Collections to the Administrative Agent with respect to such accrued amount as and to the extent provided in Section 2.8. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable MarginRate. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of date on which such Advance is made until but excluding the date that such Advance shall be paid in fullfull at the applicable Interest Rate for each applicable Accrual Period. Interest on the Outstanding Borrowings for each Accrual Period shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment Settlement Date which immediately follows such Accrual Period in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)the Priority of Payments. (b) The Facility Agent for each Conduit Lender and Committed Lender shall determine the Interest Rates shall be determined by Rate applicable to each Advance owed to such Conduit Lender and Committed Lender for each Accrual Period (the Administrative Agent shall determine each LIBO Rate or Alternate Base Rate, if applicable, used in accordance determining such Interest Rate). Not later than the second Business Day preceding the Reporting Date relating to an Accrual Period, each Facility Agent shall provide a written statement to the Borrower, the Master Servicer and the Lux Manager setting forth the Interest Rate applicable to each Advance for its related Conduit Lender for such Accrual Period, the LIBO Rate (if used in determining such Interest Rate) and the Alternate Base Rate (if used in determining such Interest Rate); provided that such written statements with respect to the definitions thereoffinal Accrual Period shall be provided not later than the Business Day immediately preceding the related Settlement Date. Not later than five Business Days after the end of each calendar month (or, in the case of the final Accrual Period, not later than the Business Day immediately preceding the related Settlement Date), each Facility Agent shall provide a written notice or other statement to the Borrower, the Master Servicer and the Lux Manager, stating the amount of Interest, Unused Fees, Breakage Costs and other amounts that are due and payable to such Facility Agent or any Lender in its Lender Group on such Settlement Date. The Administrative Agent will provide the Borrower a schedule of fees due to each Lender and the Administrative Agent shall advise no later than two Business Days prior to the ServicerReporting Date (or, on behalf in the case of the Borrowerfinal Accrual Period, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less not later than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and Business Day immediately preceding the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Raterelated Settlement Date).

Interest Payments. (a) Interest Maker shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date this Note at a rate of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to thirteen percent (i13%) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)per annum. (b) Interest Rates Accrued interest on the outstanding principal amount of this Note shall be determined paid in arrears on the Maturity Date. Interest hereunder shall be computed on the basis of a year of 365 days for the actual number of days elapsed. If any payment of principal or interest hereunder shall become due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day and such extension of time shall be included in computing interest in connection with such payment. Both principal and interest hereunder are payable to Payee by the Administrative Agent wire transfer to such account as Payee may, from time to time, designate to Maker in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereofwriting. (c) If Notwithstanding anything to the contrary contained herein, Maker (i) may elect to prepay the outstanding principal amount of this Note, together with accrued interest on the amount prepaid, at any Managing Agenttime either in whole or in part without penalty, together with accrued interest on behalf the amount prepaid and (ii) shall from time to time prepay as much of the applicable Lendersoutstanding principal amount of this Note, shall notify together with accrued interest on the Administrative Agent that a Eurodollar Disruption Event amount prepaid, as described is possible with (A) the proceeds of any Indebtedness incurred by Maker after the date hereof in clause (aaccordance with Section 10.1(h) of the definition Senior Credit Agreement, (B) the proceeds of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify issuance by Maker after the Borrower, whereupon all Advances in respect date hereof of which Interest accrues at equity interests issued by the LIBO Rate plus Maker meeting the Applicable Margin shall immediately be converted into Advances in respect requirements of which Interest accrues at Section 10.8 of the Base Rate plus the Applicable Margin. (d) Anything in this Senior Credit Agreement or (C) the other Transaction Documents to sale of any of the contrary notwithstandingassets, if at any time or all or part of the rate Capital Stock, of interest payable by any Person under this Agreement and either of the Transaction Documents exceeds Restaurant Subsidiaries (as defined in the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, Senior Credit Agreement) so long as the Maximum Lawful Rate would be exceeded, net cash proceeds received by either of the rate Restaurant Subsidiaries or the Parent from such sale are not less than $3 million. Maker shall deliver written notice of interest under such prepayment to Payee at least ten (10) days prior to prepayment. Each notice of prepayment delivered pursuant to this Agreement subsection (c) shall set forth the amount of such prepayment and the Transaction Documents proposed date of such prepayment. Upon payment in full of this Note, Payee shall surrender this Note to Maker for cancellation. Upon prepayment in part of principal, Payee shall make a notation of such prepayment on the Schedule of Payments attached as Exhibit A hereto and deliver a copy of such schedule to Maker. The aggregate unpaid principal amount set forth on such schedule shall be equal rebuttably presumptive evidence of the principal amount owing and unpaid hereunder, but the failure to record any such amount on such schedule shall not limit or otherwise affect the Maximum Lawful Rate. If at any time thereafter obligation of the rate of interest payable under Maker hereunder to make payments on this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateNote when due.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for each day during the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in fullfull at the applicable Interest Rate for such day. Interest on the Outstanding Borrowings shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment Date in accordance with the Priority of Payments or as otherwise required pursuant to Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)2.3. (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, Lender shall notify the Administrative Documentation Agent and the Calculation Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative (i) Documentation Agent shall promptly notify the Servicer and Borrower and (ii) the Calculation Agent shall in turn so notify the Borrower, whereupon all Advances of such Lender in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at based on the Alternate Base Rate plus (but shall on the Applicable Marginnext Payment Date revert to accruing Interest based on the LIBO Rate upon such Lender’s prompt notice to the Documentation Agent and the Calculation Agent that such Eurodollar Disruption Event shall no longer be continuing, which notice the Calculation Agent shall forward to the Borrower). The Facility Agent shall notify the Calculation Agent and the Borrower of the occurrence of any other date on which Interest on Advances commences to accrue based on the Alternate Base Rate rather than the LIBO Rate as herein provided. (dc) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the other Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the other Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the other Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the other Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the other Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the other Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the other Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Accrual Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until Advance, as applicable, through but excluding the date that such Advance Advance, as applicable, shall be paid in full. Interest shall accrue during each Settlement Accrual Period and be payable on the Advances Outstanding each Advance on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) 2.3 or (ii) a reimbursement or repayment in accordance with Section 2.4(b)2.4. (b) The Agent shall determine the Interest Rates shall Rate and Interest (including unpaid Interest, if any, due and payable on a prior Payment Date) to be determined paid by the Administrative Agent in accordance Borrower with respect to each Advance on each Payment Date for the definitions thereof, Accrual Period and the Administrative Agent shall advise the Servicer, Servicer on behalf of the Borrower, of Borrower thereof three Business Days prior to each calculation thereofPayment Date. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a the Conduit Lender under this Agreement and the Transaction Documents exceed the amount that such the Conduit Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Each Borrower shall pay Interest interest to the Lenders on the unpaid principal amount of each Advance Loan made to it (other than Bid-Option Loans, for which the interest shall be payable directly to the Lender providing such Bid-Option Loan as described in clauses (b) and (c) below), for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be Loan is made until such Loan is paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding , on each Interest Payment DateDate and at maturity (whether at stated maturity, unless earlier paid pursuant by acceleration or otherwise), and thereafter on demand, at the following rates per annum: (a) With respect to Syndicated Loans: (i) During such periods that such Loan is a prepayment in accordance with Section 2.3(b) or Floating Rate Loan, the Floating Rate. (ii) During such periods that such Loan is a repayment in accordance with Section 2.4(b)Eurodollar Rate Syndicated Loan, the Syndicated Eurodollar Rate applicable to such Loan for each related Eurodollar Interest Period. (iii) During such periods that such Loan is a BA Rate Syndicated Loan, the BA Rate applicable to such Loan for each related BA Interest Period. (b) Interest Rates shall be determined With respect to Absolute Rate Bid-Option Loans, the Bid-Option Absolute Rate quoted for such Loan by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereofLender making such Loan. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a With respect to each Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurredRate Bid-Option Loan, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable MarginBid-Option Eurodollar Rate. (d) Anything in this Agreement or With respect to Swingline Loans, the other Transaction Documents rate agreed to by the contrary notwithstandingAgent and the Company, if provided that Swingline Loans shall bear interest at the rate applicable to Floating Rate Loans at any time the rate Swingline Loans are refunded by Floating Rate Loans or the Lenders are required to purchase participations therein under Section 2.1(c)(iii). Notwithstanding anything to the contrary contained in this Agreement, during the continuance of a Default or Event of Default the Required Lenders may, at their option, by notice to the Borrowers (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.1 requiring unanimous consent of the Lenders to changes in interest rates), declare that no Advance may be made as or converted into a Fixed Rate Loan or, at the end of any existing Interest Period, continued as a Fixed Rate Loan. Notwithstanding anything to the contrary contained in this Agreement, during the continuance of an Event of Default the Required Lenders may, at their option, by notice to the Borrowers (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.1 requiring unanimous consent of the Lenders to changes in interest rates), declare that each Borrower pay interest on demand at the Overdue Rate on the outstanding principal amount of any Loan owing by it and any other amount payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law it hereunder (the “Maximum Lawful Rate”other than interest), thenprovided that, so long as during the Maximum Lawful Rate would be exceededcontinuance of an Event of Default under Section 6.1(i), the rate of interest under this Agreement and the Transaction Documents Overdue Rate as described above shall be equal to applicable without any election or action on the Maximum Lawful Rate. If at part of the Agent or any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateLender.

Interest Payments. (a) Interest shall accrue on each Swingline Advance during each Settlement Period at the applicable Federal Funds Rate plus 1.0% per annum (prior to the Swingline Termination Date) or 1.5% per annum (on or after the Swingline Termination Date). Interest Rateshall be computed on the basis of a year consisting of 360 days and the actual number of days elapsed for which interest is due. The Borrower Servicer shall pay Interest interest on the unpaid principal amount of each Swingline Advance for the period commencing on and including the Funding Date of date First Union funds such Swingline Advance until but excluding the date that such Swingline Advance shall be is paid in full. Interest A Swingline Advance shall accrue during each Settlement Period be deemed paid in full if the Purchasers repay such Swingline Advance as described in Section 10.4. (b) The VFCC Deal Agent shall determine the interest (including unpaid interest, if any, due and be payable on the Advances Outstanding prior Swingline Advances) to be paid on each Payment Remittance Date for each Swingline Advance and shall advise the Servicer thereof no later than three (3) Business Days prior to each Remittance Date. On each Remittance Date the Servicer shall remit to the VFCC Deal Agent, unless earlier paid for payment to First Union, the amount of accrued and unpaid interest then owing for Swingline Advances. EXHIBIT D FORM OF COMPLIANCE CERTIFICATE AND SWINGLINE FUNDING NOTICE I, _________________________________________, ____________ of MCG Credit Corporation (the "Servicer"), on behalf of MCG Master Trust (the "Issuer"), hereby certify that, with respect to that certain Note Purchase Agreement, dated as of June 1, 2000 (the "Note Purchase Agreement;" all defined terms in the Note Purchase Agreement are incorporated herein by reference): (i) Servicer hereby requests a Swingline Advance in the amount of* $____________________ to take place on ____________. Such amount shall be sent to the following account: _______________________. (ii) The Issuer hereby requests that a Purchase be made in accordance with the following terms: (a) The Advance related to such Purchase shall be in an amount equal to the Swingline Advance requested pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)above. (b) Interest Rates The date of such Purchase shall be determined ___________________.** (c) The proceeds of the Advance shall be remitted to First Union to repay the Swingline Advance. (iii) The representations and warranties contained in Section 4.1 of the Note Purchase Agreement are true and correct as though made on the date hereof. (iv) Except as described below, no event has occurred and is continuing, or would result from any Swingline Advance occurring on the date hereof, which constitutes a Termination Event or a Default, or a Potential Termination Event. (v) As of the date hereof (after giving effect to the Swingline Advance requested hereby) (x) the aggregate amount of outstanding Swingline Advances do not exceed $25,000,000, (y) the sum of the Outstanding Amount of the Class A Notes and the outstanding amount of such Swingline Advances do not exceed the Purchase Limit, and (z) after giving effect to the Purchase contemplated in the Swingline Funding Notice, the Subordination Amount for the Series 2000-1 Notes would not be less than the Minimum Subordination Amount, (after giving effect to the Swingline Advance requested hereby). (vi) The proceeds of such Swingline Advance shall be used only to fund a Commercial Loan that will be transferred to the Issuer within four (4) Business Days of the date of such Swingline Advance. (vii) With respect to the Commercial Loan being funded by the Administrative proceeds of such Swingline Advance, the VFCC Deal Agent has received a faxed copy of either the related executed Commercial Loan Note or the related Advance Request (provided, however, that no such faxed copy shall be required if, after giving effect to such Swingline Advance and the Purchase contemplated in the Swingline Funding Notice, the Subordination Amount would exceed the Minimum Subordination Amount). (viii) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Purchase by the Purchaser in accordance with the definitions thereofprovisions hereof. (ix) Attached as Annex 1 hereto, and is a properly completed Series 2000-1 ------- Borrowing Base Report. This is the Administrative Agent shall advise the Servicer____ day of ___________, ______. MCG CREDIT CORPORATION, on behalf of the Borrower, MCG Master Trust By:_____________________________ Name:___________________________ Title:____________________________ ANNEX I MCG Series 2001-1 Borrowing Base Report ------------------------ Due Period 1/0/00 ------------------------ Facility Amount $ - Number of each calculation thereof. Eligible Loans - 3 Largest Commitments of all Eligible Loans $ - Aggregate Outstanding Loan Balance (cAOLB) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause from prior Borrowing Base Report $ - Aggregate Outstanding Loan Balance (aAOLB) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all for current Borrowing Base Report $ - VFCC Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Outstanding prior to Borrowing Base $ - Borrowing Request or Repayment $ - VFCC Advances in respect of which Interest accrues at the Outstanding after Borrowing Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.$ - ------------------------------------------------------------------------------------------- BORROWING BASE CALCULATION -------------------------------------------------------------------------------------------

Interest Payments. (a) Interest shall accrue on each Advance outstanding during each Settlement Interest Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Interest Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)this Agreement. (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, Borrower of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin; provided, that if at any time after the occurrence and during the continuance of a Eurodollar Disruption Event, the Base Rate shall, for a period of ten (10) consecutive days, be greater than a Lender’s actual cost of funds in respect of its Advances hereunder, then all Advances of such Lender in respect of which Interest would accrue at the Base Rate in accordance with this clause (c) shall accrue Interest at an effective rate of interest equal to such Lender’s actual cost of funds in respect of such Advances. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in fullfull at the applicable Interest Rate for each applicable Accrual Period. Interest on the Outstanding Borrowings shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment Date in accordance with the Priority of Payments or as otherwise required pursuant to Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)2.3. (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, Lender shall notify the Administrative Documentation Agent and the Calculation Agent that a Eurodollar Disruption Event as described in clause (ai) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative (i) Documentation Agent shall promptly notify the Servicer and Borrower and (ii) the Calculation Agent shall in turn so notify the Borrower, whereupon all Advances of such Lender in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at based on the Alternate Base Rate plus (but shall on the Applicable Marginnext Payment Date revert to accruing Interest based on the LIBO Rate upon such Lender’s prompt notice to the Documentation Agent and the Calculation Agent that such Eurodollar Disruption Event shall no longer be continuing, which notice the Calculation Agent shall forward to the Borrower). The Facility Agent shall notify the Calculation Agent and the Borrower of the occurrence of any other date on which Interest on Advances commences to accrue based on the Alternate Base Rate rather than the LIBO Rate as herein provided. (dc) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period Each Note bearing interest at a fixed rate will bear interest from its issue date at the applicable Interest Rate. The Borrower shall pay Interest annual rate stated on the unpaid principal amount of each Advance for face thereof. Unless otherwise indicated in the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and applicable Pricing Supplement, interest will be payable on February l5 and August 15 of each year (the Advances Outstanding "Interest Payment Dates") and at maturity. Interest will be calculated and paid on the basis of a 360-day year of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed. Interest will be payable to the person in whose name such Note is registered at the close of business on the February 1 or August 1, or such other dates as set forth in the applicable Pricing Supplement (the "Record Dates"), next preceding the respective Interest Payment Date; provided however, that interest payable on a maturity date will be payable to the person to whom principal shall be payable. The first payment of interest on any Note originally issued between a Record Date and an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Record Date. All interest payments (excluding interest payments made at maturity) will be made by wire transfer by the Trustee or by check mailed by the Trustee to the person entitled thereto as provided above. On the fifth Business Day immediately preceding each Interest Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall Trustee will notify the Administrative Agent that a Eurodollar Disruption Event Company as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited amount of the interest rate payable under this Agreement payments to be made on such Interest Payment Date. The Trustee (or any duly selected paying agent) will provide monthly to the Company's Treasury Department a list of the principal and interest to be paid on Notes maturing in the Transaction Documentsnext succeeding month. In no event The Company will provide to the Trustee not later than the payment date sufficient moneys to pay in full all principal and interest payments due on such payment date. The Trustee will assume responsibility for withholding taxes on interest paid as required by law. For special provisions relating to Floating Rate Notes, see Appendix A hereto. Acceptance and Rejection of Offers The Company shall have the total interest sole right to accept offers to purchase Notes and may reject any such offer in whole or in part. The Agent shall promptly communicate to the Company, orally or in writing, each reasonable offer to purchase Notes from the Company received by a Lender under this Agreement and it other than those rejected by the Transaction Documents exceed Agent. The Agent shall have the amount that such Lender could lawfully have receivedright, had in its discretion reasonably exercised, without notifying the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateCompany, to reject any offers in whole or in part.

Interest Payments. (a) Interest The Loans comprising ABR Borrowings shall accrue on each Advance during each Settlement Period bear interest at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Alternate Base Rate plus the Applicable Margin. (db) Anything The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in this Agreement effect for such Borrowing plus the Applicable Margin. (c) Notwithstanding the foregoing, (i) during the occurrence and continuance of an Event of Default, the Agent or the other Transaction Documents Required Lenders may, at their option, by notice to the contrary notwithstandingAdministrative Borrower, if declare that (A) all Loans shall bear interest at any time 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section and (B) in the case of any other amount outstanding hereunder, such amount shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder and (ii) during the occurrence and continuance of an Event of Default described in Section 10.1(a), Section 10.1(g) or Section 10.1(h), (A) all Loans shall bear interest payable by at 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section and (B) in the case of any Person other amount outstanding hereunder, such amount shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder, in each case under this Agreement clause (c) without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and Guarantor for the Transaction Documents exceeds period from and after the highest rate date of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, occurrence of such Event of Default and for so long as such Event of Default is continuing. (d) Accrued interest on each Loan (for ABR Loans, accrued through the Maximum Lawful Rate would be exceeded, last day of the rate of interest under this Agreement and the Transaction Documents prior calendar month) shall be equal payable in arrears on each Interest Payment Date for such Loan and upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the Maximum Lawful RateMaturity Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Rate Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Agent, and such Person determination shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Ratebe conclusive absent manifest error.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Accrual Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Accrual Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b2.3(c) or (ii) a repayment in accordance with Section 2.4(b). (b) Each Lender shall determine its estimate of the Interest Rates (including unpaid Interest, if any, due and payable on a prior Payment Date) to be paid to such Lender on each Payment Date for the related Accrual Period and shall be determined by advise the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the ServicerManager, on behalf of the BorrowerBorrower and the Custodian, thereof three (3) Business Days prior to each Payment Date. In the event that any Lender’s estimate of each calculation thereofthe Interest payable for a related Accrual Period is different from the actual amount of Interest for such Accrual Period, the Lender shall increase or decrease its estimate of Interest for the next succeeding Accrual Period by the amount of such difference, plus interest thereon at such rate. (c) If any Managing Agent, on behalf of the applicable Lenders, Lender shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all affected Advances in respect of which Interest accrues at the LIBO LIBOR Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable MarginRate. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate. (e) The Borrower shall pay the fees specified hereunder and in the other Transaction Documents in accordance with Section 2.7.

Interest Payments. (a) Interest The Principal shall accrue interest on the unpaid balance thereof from the applicable Settlement Date until the Loans have been Paid in Full at a rate per annum equal to 14.0% (the “Accrual Rate”). From the applicable Settlement Date and thereafter until the Loans have been Paid in Full, interest shall be paid currently in cash on a monthly basis in arrears on each Advance during Interest Payment Date at the fixed rate of 12.0% per annum (the “Cash Pay Rate”). On each Settlement Period Interest Payment Date, the Borrower shall: (A) make an additional cash payment to the Lenders of interest accruing on the Loans since the last Interest Payment Date at a rate equal to 2.0% per annum of the Principal outstanding under the Loans (the “Additional Cash Amount”); (B) increase the then outstanding Principal of the Loans by an amount (the “PIK Amount”) equal to the difference between (i) interest accruing at the applicable Accrual Rate during the preceding month and (ii) interest accruing at the applicable Cash Pay Rate during the preceding month; or (C) pay a portion of the Additional Cash Amount to the Lenders and compound to the Principal a portion of the PIK Amount such that the combined amount of such portion of the Additional Cash Amount and such portion of the PIK Amount is equal to interest accruing since the last Interest Rate. The Payment Date at a rate of 2.0% per annum of the Principal outstanding under the Loans (collectively, the Additional Cash Amount, the PIK Amount or any combination thereof, the “Additional Interest Amount”); provided that, if the Borrower shall pay make an election to satisfy a portion of its interest payment obligations under this Section 2.4(a) on an Interest on Payment Date by compounding any of the unpaid principal Additional Interest Amount to Principal, it shall do so by compounding any such amount of each Advance for the period commencing Additional Interest Amount to all Lenders on an equal and including the Funding Date of such Advance until but excluding the date that such Advance ratable basis. Accrued and unpaid interest shall also be paid in full. Interest shall accrue during each Settlement Period due and be payable on the Advances Outstanding date on each Payment which any Principal is due, including on the Maturity Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (ai) Interest shall accrue accrued on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower Base Rate Loan (other than Swing Loans) shall pay Interest be payable in arrears (A) on the unpaid first Business Day of each calendar quarter, commencing on the first such day following the making of such Base Rate Loan, (B) in the case of Base Rate Loans that are Term Loans, upon the payment or prepayment thereof in full or in part on the principal amount of each Advance for the period commencing on paid or prepaid and including the Funding Date of such Advance until but excluding the date that such Advance shall be (C) if not previously paid in full. , at maturity (whether by acceleration or otherwise) of such Loan, (ii) interest accrued on Dollar Swing Loans shall be payable in arrears on the first Business Day of the immediately succeeding calendar quarter, (iii) Interest accrued on each Peso Base Rate Loan and each Peso Swing Loan shall accrue be payable in arrears (A) on the first Business Day of each calendar quarter, commencing on the first such day following the making of such Peso Base Rate Loan or Peso Swing Loan, (B) upon the payment or prepayment thereof in full or in part on the principal amount paid or prepaid and (C) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Loan, (iv) interest accrued on each Eurodollar Rate Loan and each Peso TIIE Rate Loan shall be payable in arrears (A) on the last day of each Interest Period applicable to such Loan and, if such Interest Period has a duration of more than three months, on each date during each Settlement such Interest Period occurring every three months from the first day of such Interest Period, (B) upon the payment or prepayment thereof in full or in part on the principal amount paid or prepaid and (C) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Loan and (v) interest accrued on the amount of all other Obligations shall be payable on demand from and after the Advances Outstanding on each Payment Date, unless earlier paid pursuant to time such Obligation becomes due and payable (i) a prepayment in accordance with Section 2.3(b) whether by acceleration or (ii) a repayment in accordance with Section 2.4(botherwise). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b2.4(c). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing AgentSubject to Section 2.17, on behalf of the applicable Lenders, shall notify if (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that a Eurodollar Disruption Event as described in clause (a) of the Adjusted Term SOFR Rate cannot be determined pursuant to the definition thereof or (ii) the Required Lenders determine that for any reason in connection with any request for a borrowing of “Eurodollar Disruption Event” has occurreda SOFR Advance (or a conversion thereto or a continuation thereof) that the Adjusted Term SOFR Rate for the applicable Settlement Period with respect to a proposed Advance does not adequately and fairly reflect the cost to such Lenders of funding such Advance, and the Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (i) and (ii), on or prior to the first day of any Settlement Period, the Administrative Agent shall in turn will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, whereupon all any obligation of the Lenders to make or continue Advances in respect bearing interest at a rate based upon the Adjusted Term SOFR Rate shall be suspended (to the extent of which Interest accrues at the LIBO Rate plus affected Settlement Periods) until the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable MarginAdministrative Agent revokes such notice. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. Each Fixed Rate Certificated Note will bear interest from its issue date (athe "Original Issue Date") at the annual rate stated on the face thereof, payable on January 15 and July 15 of each year (the "Interest shall accrue Payment Dates"), commencing (unless otherwise specified in the applicable supplement to the Prospectus) on the first Interest Payment Date after issuance, and at Stated Maturity or upon redemption, if applicable. Interest on each Advance during each Settlement Period Certificated Note will be calculated and paid on the basis of a 360-day year of twelve 30-day months (unless otherwise specified in the applicable supplement to the Prospectus). Interest will be payable to the Person in whose name such Certificated Note is registered at the applicable Interest Rate. The Borrower shall pay Interest close of business on the unpaid January 1 or July 1 (the "Regular Record Dates") next preceding the respective Interest Payment Date; provided, however, that (i) if an Original Issue Date falls between a Regular Record Date and an Interest Payment Date, the first payment of interest will occur on the Interest Payment Date following the next Regular Record Date and (ii) interest payable at Maturity will be payable to the Person to whom principal shall be payable (whether or not such Maturity is an Interest Payment Date). Any payment of principal and interest on such Certificated Note required to be paid on an Interest Payment Date or at Stated Maturity or upon redemption, if applicable, which is not a Business Day shall be postponed to the next day which is a Business Day. All interest payments (excluding interest payments made at Stated Maturity or upon redemption, if applicable) will be made by check mailed to the Person entitled thereto as provided above. Notwithstanding the foregoing, a holder of $10,000,000 or more in aggregate principal amount of each Advance for the period commencing on Certificated Notes of like tenor and including the Funding Date of such Advance until but excluding the date that such Advance terms shall be paid entitled to receive such payments of interest by wire transfer in fullimmediately available funds, but only if appropriate instructions have been received in writing by the Paying Agent on or prior to the applicable Regular Record Date for any such payment of interest. On the fifth Business Day immediately preceding each Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance Trustee will furnish the Company with the definitions thereof, and total amount (to the Administrative Agent shall advise extent known to the Servicer, Trustee on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (asuch date) of the definition interest payments to be made on such Interest Payment Date. The Trustee (or any duly selected paying agent) will provide monthly to the Company's finance department a list of “Eurodollar Disruption Event” has occurredthe principal and interest to be paid on Certificated Notes maturing in the next succeeding month. To the extent provided in the Indenture, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents Company will provide to the contrary notwithstandingPaying Agent not later than the payment date sufficient moneys to pay in full all principal and interest payments due on such payment date. The Paying Agent will assume responsibility for withholding taxes on interest paid as required by law. For special provisions relating to the Floating Rate Notes, if at any time see Appendix A hereto. Special provisions relating to Certificated Notes denominated in a Specified Currency may be agreed upon by the rate of interest payable by any Person under this Agreement Company and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law Agents at a later time (the “Maximum Lawful Rate”"Specified Currency Provisions"), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Accrual Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until Advance, as applicable, through but excluding the date that such Advance Advance, as applicable, shall be paid in full. Interest shall accrue during each Settlement Accrual Period and be payable on the Advances Outstanding each Advance on each Payment Date, unless earlier paid pursuant to or in connection with (i) a prepayment in accordance with Section 2.3(b) or 2.3, (ii) a reimbursement or repayment in accordance with Section 2.4(b)2.4 or (iii) a CP Payment Date. (b) Each Lender shall determine the Interest Rates shall Rate and Interest (including unpaid Interest, if any, due and payable on a prior Payment Date) to be determined paid by the Administrative Agent in accordance Borrower with respect to each Advance on each Payment Date for the definitions thereof, related Accrual Period and the Administrative Agent shall advise the Servicer, Servicer on behalf of the Borrower, of each calculation thereofBorrower and the Trustee thereof three Business Days prior to such Payment Date. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a any Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance outstanding during each Settlement Interest Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Interest Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)this Agreement. (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Adjusted Eurodollar Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin; provided, that if at any time after the occurrence and during the continuance of a Eurodollar Disruption Event, the Base Rate shall, for a period of ten (10) consecutive days, be greater than a Lender’s actual cost of funds in respect of its Advances hereunder, then all Advances of such Lender in respect of which Interest would accrue at the Base Rate in accordance with this clause (c) shall accrue Interest at an effective rate of interest equal to such Lender’s actual cost of funds in respect of such Advances. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) The outstanding principal balance of Loans shall bear interest, from the date a Loan is made until payment in full, at LIBOR plus two and one- quarter percent (2 1/4%) per annum ("Interest"). Interest payments by Borrower to Lender shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest be made monthly on the unpaid principal amount of each Advance first Business Day immediately following the month for the period commencing on which such Interest is calculated and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period with a final payment due and be payable on the Advances Outstanding Maturity Date in an amount equal to all accrued and unpaid Interest hereunder as of the Maturity Date Interest shall be calculated on each Payment Date, unless earlier paid pursuant to the basis of the actual number of days elapsed over a year of three hundred sixty (i360) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)days. (b) Payments and any prepayments (including premiums thereon) of the principal amount of the Loans, Interest Rates and other payments hereunder may be made in Dollars. Payment shall be determined made in immediately available funds at the principal office of The Chase Manhattan Bank, N.A., New York, New York for the account of Lender (Account No 910-120-1995, ABA No 000000000), initiated by bank wire transfer not later than 12:00 noon New York time on the Administrative Agent in accordance with date on which such payment shall become due (each such payment initiated after such time on such due date to be deemed to have been made on the definitions thereof, and next succeeding Business Day) or such other account at the Administrative Agent same or such other bank as Lender shall advise the Servicer, on behalf of the Borrower, of each calculation thereofdirect. (c) If any Managing AgentBorrower shall pay interest with respect to all amounts not paid when due under this Agreement or the Note at a rate equal to four percent (4%) greater than the Prime Rate, computed from the date due and calculated on behalf the basis of the applicable Lenders, shall notify the Administrative Agent that actual number of days elapsed over a Eurodollar Disruption Event as described in clause year of three hundred sixty (a360) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margindays. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate The payment obligations of interest payable by any Person Borrower under this Agreement are absolute and unconditional and shall not be affected by reason of; but not limited to, force majeure. (e) Notwithstanding anything herein contained, if any law, regulation, treaty or official directive, or any change therein or in the Transaction Documents exceeds the highest rate interpretation or application thereof by any Governmental Authority, shall make it unlawful for Lender to give effect to any of interest permissible under Applicable Law (the “Maximum Lawful Rate”)its obligations as contemplated hereby, thenLender, so long as the Maximum Lawful Rate would be exceededby Notice to Borrower, the rate of interest under this Agreement and the Transaction Documents may declare that Lender shall be equal released from such obligations (but without in any way releasing Borrower from any of its obligations hereunder). To the extent that such requirement or illegality obligates Lender to require repayment of the Maximum Lawful Rate. If Loan, Borrower will repay the Loans at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time or times, and in such manner, as the total interest received from necessary to satisfy such Person is equal requirement or illegality and as designated by Lender by Notice to the total interest that would have been received had Applicable Law not limited the interest rate Borrower together with any accrued Interest and other amounts payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Borrower to Lender under this Agreement and the Transaction Documents exceed Note. (f) Borrower hereby agrees to indemnify and save Lender harmless from and against any liability (either directly or by way of deduction, withholding or otherwise) for any present or future tax, duty, levy, impost, fee or charge in respect of; or arising out of; the execution and delivery of or performance under this Agreement, or the making of the Loans hereunder or the consummation of any of the transactions contemplated by this Agreement, other than taxes which are assessed on a net income basis and remitted by Lender to the United States of America and any political subdivision or taxing authority thereof or therein, in respect of; or arising out of; the making of the Loans hereunder and the entering into of the transactions described above. In particular, without limitation, if Borrower should be required or compelled to make any deduction or withholding of any tax or other amount as aforesaid from any Interest or other payments or deliveries payable to Lender hereunder, Borrower will promptly and without any requirement of notice by Lender, pay to Lender a sum which, after deduction of all applicable taxes thereon, shall result in Lender's receiving one hundred percent (100%) of the amounts of interest or other payment which would have been received by Lender if such deduction or withholding were not required. Borrower shall also deliver to Lender within thirty (30) days after Borrower has made any payment from which it is required by law to make any such withholding or deduction a receipt issued by the applicable taxing or other authorities evidencing the deduction or withholding of all amounts required to be deducted or withheld from such payment. Upon receipt by Lender of (i) such tax receipts and other related information and documents and (ii) the benefit of any reduction in federal or any other income tax liability as determined by Lender, in its reasonable discretion, resulting from the crediting or deducting of such withholding taxes in the computation of such tax, Lender will forthwith reimburse Borrower an amount so that Lender shall be in the same position it would have been if such withholding taxes had not been imposed. It is agreed that such determination may be revised and Borrower will make an appropriate adjustment with Lender could lawfully have receivedafter any disallowance of such credit or deduction upon audit. The obligations of Borrower and Lender, had the interest due and their respective obligations to pay any sums which may become payable, under this Agreement and Section 3(f) will survive the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rateexpiration or other termination of this Agreement.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b2.3(c) or (ii) a repayment in accordance with Section 2.4(b). (b) Each Managing Agent shall determine (in accordance with information provided by the relevant CP Lender and/or Committed Lenders in the related Lender Group, as applicable) its estimate of the Interest Rates (including unpaid Interest, if any due and payable on a prior Payment Date) to be paid to the Lenders in the applicable Lender Group on each Payment Date for the related Settlement Period and shall be determined by advise the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the BorrowerBorrower and the Trustee, thereof three (3) Business Days prior to each Payment Date. In the event that any Managing Agent’s, CP Lender’s or Committed Lender’s, as applicable, estimate of each calculation thereofthe Interest payable for a related Settlement Period is different from the actual amount of Interest for such Settlement Period, the Managing Agent shall increase or decrease its estimate of Interest for the next succeeding Settlement Period by the amount of such difference, plus interest thereon at such rate. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all affected Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable MarginRate. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate. (e) The Borrower shall pay the fees specified hereunder and in the other Transaction Documents in accordance with Section 2.7.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of date on which such Advance is made until but excluding the date that such Advance shall be paid in fullfull at the applicable Interest Rate for each applicable Accrual Period. During the Revolving Period, Interest on the Outstanding Borrowings for each Accrual Period shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment related Settlement Date in accordance with Section 2.3(b) or (ii) a repayment the Priority of Payments. After the Revolving Period, accrued and unpaid Interest on the Outstanding Borrowings shall be payable on each Settlement Date in accordance with Section 2.4(b)the Priority of Payments. (b) Each Facility Agent shall determine the Interest Rates shall be determined Rate applicable to each Advance made by the Administrative Agent in accordance with the definitions thereof, and such Facility Agent’s Lending Group for each Accrual Period (the Administrative Agent shall advise determine each LIBO Rate or Alternate Base Rate, if applicable, used in determining such Interest Rate); provided that the ServicerFacility Agent for each Conduit Lender shall determine the Interest Rate applicable to each Advance owed to such Conduit Lender for each Accrual Period. Not later than the second Business Day preceding each Reporting Date, on behalf of each Facility Agent shall provide a written statement to the BorrowerBorrower and the Servicer setting forth the Interest Rate applicable to each Advance for its related Conduit Lender for the related Accrual Period, of each calculation thereofthe LIBO Rate (if used in determining such Interest Rate) and the Alternate Base Rate (if used in determining such Interest Rate); provided that such written statements with respect to the final Accrual Period shall be provided not later than the Business Day immediately preceding the related Settlement Date. (c) If any Managing AgentNot later than the Reporting Date relating to each Settlement Date (or, on behalf in the case of the applicable Lendersfinal Accrual Period, shall notify not later than the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of Business Day immediately preceding the definition of “Eurodollar Disruption Event” has occurredrelated Settlement Date), the Administrative each Facility Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement provide a written notice or the other Transaction Documents statement to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement Borrower and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”)Servicer, then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed stating the amount of Interest, Unused Fees, Breakage Costs and other amounts that are due and payable to any Facility Agent or Lender in its Lender Group on such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateSettlement Date.

Interest Payments. (a) Interest shall accrue on each Advance Loan during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance Loan for the period commencing on and including the Funding Date of date such Advance Loan is funded until but excluding the date that such Advance Loan shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Loans Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) 2.3 or (ii) a repayment in accordance with Section 2.4(b). (b) Each Managing Agent shall determine (in accordance with information provided by the relevant CP Lender and/or Committed Lenders in the related Lender Group, as applicable) its estimate of the Interest Rates (including unpaid Interest, if any due and payable on a prior Payment Date) to be paid to the Lenders in the applicable Lender Group on each Payment Date for the related Settlement Period and shall be determined by advise the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the BorrowerBorrower and the Trustee, thereof three (3) Business Days prior to each Payment Date. In the event that any Managing Agent’s, CP Lender’s or Committed Lender’s, as applicable, estimate of each calculation thereofthe Interest payable for a related Settlement Period is different from the actual amount of Interest for such Settlement Period, the Managing Agent shall increase or decrease its estimate of Interest for the next succeeding Settlement Period by the amount of such difference, plus interest thereon at such rate. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances affected Loans in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances Loans in respect of which Interest accrues at the Base Rate plus the Applicable MarginRate. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate. (e) The Borrower shall pay the fees specified hereunder and in the other Transaction Documents in accordance with Section 2.7.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at The Borrowers shall, jointly and severally, pay interest to the applicable Interest Rate. The Borrower shall pay Interest Lender on the unpaid principal amount of each Advance the Loan for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be the Loan is made or other obligations incurred until the Loan or other obligation is paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding , on each Interest Payment DateDate and at maturity (whether at stated maturity, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) by acceleration or (ii) a repayment in accordance with Section 2.4(botherwise). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, as applicable, and thereafter on demand, at the Administrative Agent shall advise rate per annum equal to the ServicerFluctuating LIBOR Rate plus 10.50%; provided, on behalf of that, in the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of event the Prime Rate is applicable Lenders, shall notify under the Administrative Agent that a Eurodollar Disruption Event as circumstances described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred"Fluctuating LIBOR Rate", the Administrative Agent Loan shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues bear interest at the LIBO Prime Rate plus 10.50%. During the Applicable Margin shall immediately be converted into Advances in respect period from the Closing Date through the eighteen (18) month anniversary of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement Closing Date and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as no Event of Default has occurred and is continuing, all interest in excess of the Maximum Lawful Rate would be exceeded, the rate amount of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received required to have been paid had Applicable Law not limited interest accrued as set forth above at a rate per annum equal to ten percent (10%) shall be payable in kind on each Interest Payment Date (such excess interest, the "PIK Interest") and such PIK Interest shall without further action by any Person be added to the principal of the Loan and accrue interest rate thereon as additional principal under the Loan. Notwithstanding the foregoing, at the option of the Borrowers, PIK Interest payable under this Agreement Section 3.2 may be paid in cash on any one or more Interest Payment Dates in lieu of increasing the principal amount of the Loan. Notwithstanding the foregoing sentence, the Borrowers shall, jointly and severally, pay interest on demand by the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateDefault Rate on the outstanding principal amount of the Loan and any other amount payable by the Borrowers hereunder (other than interest) at any time on or after an Event of Default.

Interest Payments. (a) Interest shall accrue on each Advance and each Expedited Advance during each Settlement Accrual Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance and each Expedited Advance for the period commencing on and including the Funding Date of such Advance until or Expedited Advance, as applicable, through but excluding the date that such Advance or Expedited Advance, as applicable, shall be paid in full. Interest shall accrue during each Settlement Accrual Period and be payable on the Advances Outstanding each Advance and each Expedited Advance on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) 2.4 or (ii) a reimbursement or repayment in accordance with Section 2.4(b)2.5 or Section 2.7, as applicable. (b) The Agent shall determine the CP Rate and Interest Rates shall (including unpaid Interest, if any, due and payable on a prior Payment Date) to be determined paid by the Administrative Agent in accordance Borrower with respect to each Advance and each Expedited Advance on each Payment Date for the definitions thereof, Accrual Period and the Administrative Agent shall advise the Servicer, Servicer on behalf of the Borrower, of Borrower thereof three (3) Business Days prior to each calculation thereofPayment Date. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a the Conduit Lender under this Agreement and the Transaction Documents exceed the amount that such the Conduit Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance outstanding during each Settlement Interest Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Interest Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)this Agreement. (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Adjusted EurodollarTerm SOFR Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin; provided, that if at any time after the occurrence and during the continuance of a Eurodollar Disruption Event, the Base Rate shall, for a period of ten (10) consecutive days, be greater than a Lender’s actual cost of funds in respect of its Advances hereunder, then all Advances of such Lender in respect of which Interest would accrue at the Base Rate plus the Applicable Margin in accordance with this clause (c) shall accrue Interest at an effective rate of interest equal to such Lender’s actual cost of funds in respect of such Advances plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance outstanding during each Settlement Interest Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full; provided that any Swingline Advance repaid (other than through Advances) on the date of borrowing shall accrue one day’s interest. Interest shall accrue during each Settlement Interest Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)this Agreement. (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, Borrower of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Adjusted Term SOFR Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin; provided, that if at any time after the occurrence and during the continuance of a Disruption Event, the Base Rate shall, for a period of ten (10) consecutive days, be greater than a Lender’s actual cost of funds in respect of its Advances hereunder, then all Advances of such Lender in respect of which Interest would accrue at the Base Rate in accordance with this clause (c) shall accrue Interest at an effective rate of interest equal to such Lxxxxx’s actual cost of funds in respect of such Advances. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (ai) Interest shall accrue on the Steamboat Loan, the Canyons Loan, the *Sugarbush Loan, the *Sugarloaf Loan, the Jordan Bowl Loan, the Attitash Loan, the Killington Loan and the Mt. Snow Loan, as more particularly provided for in this clause (c), and shall be due and payable monthly in arrears on the 10th day of the month following the month in respect of which such interest accrued, provided that all accrued and unpaid interest on any Maturity Date shall be due on such Maturity Date. Subject to the accrual of interest on the Steamboat Loan, the Canyons Loan, the *Sugarbush Loan, the *Sugarloaf Loan, the Jordan Bowl Loan, the Attitash Loan, the Killington Loan and the Mt. Snow Loan after the occurrence of a Default or Event of Default with respect thereto, as more particularly provided in this clause (c), the Monthly Average Weighted Loan Balance in respect of each Advance during of such Loans for each Settlement Period calendar month shall bear interest at a rate per annum equal to the applicable Interest Rate. The Borrower Interest shall pay Interest be calculated on the unpaid principal amount basis of each Advance for the actual days elapsed over a period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or 360 day year. (ii) Each Lender's Pro Rata Share of an Advance shall bear interest as of the date of such Lender's wiring of funds thereof, in the case, of a Construction Project Advance or an Inventory Advance and as otherwise provided under Section 2.4(c) with respect to an Interest Advance through the date of the receipt by such Lender of the repayment in accordance with Section 2.4(b). thereof (b) Interest Rates shall be determined if the repayment of all or any portion of such Lender's Pro Rata Share of the principal amount thereof is received by the Administrative Agent later than 12:00 pm, Eastern time, then interest accrual thereon shall be through the next Business Day following such receipt). After the occurrence of an Event of Default or after the applicable Maturity Date (if the applicable outstanding principal balance of the Loan and any other sums due under any Security Document is not paid in accordance with full on such Maturity Date), each Lender's Pro Rata Share of such aggregate outstanding principal balance of the definitions thereofLoan will bear interest at the Default Rate. (iii) (A) GSRP hereby requests the Steamboat Construction Project Advance Lenders (such request to be deemed a standing request unless rescinded in writing by GSRP), and hereby authorizes the Steamboat Construction Project Advance Lenders, to make an advance (each such advance to be made by the Steamboat Construction Project Advance Lenders is referred to herein as a "Steamboat Interest Advance") to it on the 10th day of each calendar month during the Steamboat Commitment Period in an amount equal to the lesser of (y) the amount of accrued interest due and payable on such day to the Steamboat Construction Project Advance Lenders in respect of the Steamboat Loan and (z) an amount, which when added to the aggregate outstanding principal amounts of all prior Steamboat Construction Project Advances and Steamboat Interest Advances would not exceed the Steamboat Construction Project Borrowing Base, and the Steamboat Construction Project Advance Lenders agree, subject only to the lack of existence of a Default or Event of Default, to extend their respective Pro Rata Shares of each such Steamboat Interest Advance to GSRP, provided that all of the proceeds of each such Pro Rata Share shall be used by the Steamboat Construction Project Advance Lender related to such Pro Rata Share for the sole purpose of satisfying (in whole or part, as the case may be) the accrued interest due and payable on such 10th day of such month and GSRP hereby irrevocably authorizes and instructs such use. To the extent that the amount of any such Steamboat Interest Advance is insufficient to pay in full the amount of such interest due and payable on such 10th day of such month or no such Steamboat Interest Advance is made, GSRP shall pay, on such 10th day, the balance of interest due and payable on such 10th day. In connection with any such Steamboat Interest Advance, GSRP shall deliver to the Administrative Agent title insurance endorsements to the Title Insurance Policy {Blanket} in respect of the Steamboat Project in form and substance reasonably satisfactory to the Administrative Agent whereby the effective date of such Title Insurance Policy {Blanket} shall be made the date of such Steamboat Interest Advance, all exclusions and/or exceptions not satisfactory to the Administrative Agent shall advise have been removed or appropriate endorsements in respect thereof shall have been obtained; such Title Insurance Policy {Blanket} shall be in an amount not less than the Servicer, on behalf sum of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf principal amount of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances Steamboat Loan outstanding after giving effect to such Steamboat Interest Advance. All premiums in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin such endorsement to such Title Insurance Policy {Blanket} shall immediately be converted into Advances have been paid in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents full and evidence thereof shall have been delivered to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents Administrative Agent. No Steamboat Inventory Advance Lender shall be equal obligated to the Maximum Lawful Rate. If at make any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateSteamboat Interest Advance.

Interest Payments. (a) Interest The Principal shall accrue interest on the unpaid balance thereof from the applicable Settlement Date until the Loans have been Paid in Full at a rate per annum equal to 14.0% (the “Accrual Rate”). From the applicable Settlement Date and thereafter until the Loans have been Paid in Full, interest shall be paid currently in cash on a monthly basis in arrears on each Advance during Interest Payment Date at the fixed rate of 12.0% per annum (the “Cash Pay Rate”). Subject to the terms of the Subordination Agreement, on each Settlement Period Interest Payment Date, the Borrower shall: (A) make an additional cash payment to the Lenders of interest accruing on the Loans since the last Interest Payment Date at a rate equal to 2.0% per annum of the Principal outstanding under the Loans (the “Additional Cash Amount”); (B) increase the then outstanding Principal of the Loans by an amount (the “PIK Amount”) equal to the difference between (i) interest accruing at the applicable Accrual Rate during the preceding month and (ii) interest accruing at the applicable Cash Pay Rate during the preceding month; or (C) pay a portion of the Additional Cash Amount to the Lenders and compound to the Principal a portion of the PIK Amount such that the combined amount of such portion of the Additional Cash Amount and such portion of the PIK Amount is equal to interest accruing since the last Interest Rate. The Payment Date at a rate of 2.0% per annum of the Principal outstanding under the Loans (collectively, the Additional Cash Amount, the PIK Amount or any combination thereof, the “Additional Interest Amount”); provided that, if the Borrower shall pay make an election to satisfy a portion of its interest payment obligations under this Section 2.4(a) on an Interest on Payment Date by compounding any of the unpaid principal Additional Interest Amount to Principal, it shall do so by compounding any such amount of each Advance for the period commencing Additional Interest Amount to all Lenders on an equal and including the Funding Date of such Advance until but excluding the date that such Advance ratable basis. Accrued and unpaid interest shall also be paid in full. Interest shall accrue during each Settlement Period due and be payable on the Advances Outstanding date on each Payment which any Principal is due, including on the Maturity Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, and provided that such event is not a Benchmark Transition Event, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Restatement Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance the Net Investment during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance Net Investment until but excluding the date that such Advance shall be paid in fullthe Net Investment is reduced to zero. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment DateRemittance Date as described in Section 4.06, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) 2.05 or (ii) a repayment in accordance with Section 2.4(b)2.07. (b) The Deal Agent shall determine the CP Rate and Interest Rates shall (including unpaid Interest and fees, if any, due and payable on a prior Remittance Date) to be determined by due on each Remittance Date in respect of the Administrative Agent in accordance with the definitions thereof, Borrower for each Settlement Period and the Administrative Agent shall advise the Servicer, on behalf Borrower of the Borrower, of each calculation thereofInterest by the second Business Day preceding the Determination Date relating to such Settlement Period. (c) If Notwithstanding any Managing Agent, on behalf other provision of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstandingDocuments, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the such rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest so payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law applicable law not limited the interest rate payable under this Agreement and the Transaction Documentsso payable. In no event shall the total interest received by a Lender under this Agreement and the other Transaction Documents exceed the amount that which such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate. (d) The Deal Agent agrees to exercise its discretion in choosing the Alternative Rate such that any time Interest is calculated based upon the Alternative Rate, such rate shall be the lesser of the Adjusted LIBOR Rate and the Base Rate to the extent available pursuant to the terms of this Agreement.

Interest Payments. (a) Interest Except as otherwise set forth herein, each Class of Loan shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at the sum of each Advance (x) the applicable interest rate for the period commencing on and including the Funding Date Type of Loan of such Advance Class PLUS (y) the Applicable Margin for such Type of Loan of such Class. The Type of any Loan (except a Swing Line Loan), and the Interest Period with respect to any Eurodollar 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; PROVIDED, that each Loan made on the Closing Date initially shall be made as a Base Rate Loan and, until but excluding the date which is sixty (60) days following the Closing Date (or, if earlier, the date on which Syndication Agent notifies Company in writing that such Advance it has concluded its primary syndication of the Loans and Commitments), shall be paid in full. maintained as either (1) Eurodollar Rate Loans having an Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) of not more than one month or (ii2) Base Rate Loans. If on any day a repayment in accordance Loan is outstanding with Section 2.4(b). (b) Interest Rates shall be determined by the respect to which notice has not been delivered to Administrative Agent in accordance with the definitions thereofterms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan. Notwithstanding anything contained herein to the contrary, in connection with Eurodollar Rate Loans (i) there shall be no more than 16 Interest Periods outstanding at any time; (ii) in the event Company fails to specify an Interest Period for any Eurodollar Rate Loan in the 49 applicable Funding Notice or Conversion/Continuation Notice, Company shall be deemed to have selected an Interest Period of one month; and (iii) the aggregate amount of all Eurodollar Rate Loans having the same Interest Period shall not be less than $2,000,000 and integral multiples of $1,000,000 in excess of that amount. As soon as practicable after 10:00 A.M. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall advise determine (which determination shall, absent demonstrable error, be final, conclusive and binding upon all parties) the Servicerinterest 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. (b) Company agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit honored by it, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Company at a rate equal to (i) for the Borrowerperiod from the date such drawing is honored to but excluding one day after the applicable Reimbursement Date, (1) the Base Rate, PLUS (2) the Applicable Margin for Base Rate Revolving Loans, and (ii) thereafter, a rate which is 2% per annum in excess of each calculation thereofthe rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans. (c) If Interest payable hereunder 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 Managing AgentLoan, on behalf the date of the making of such Loan or the first day of an Interest Period applicable Lendersto such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall notify be included, and the Administrative Agent that date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurredRate Loan, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect date of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect conversion of which Interest accrues at the such Base Rate plus Loan to such Eurodollar Rate Loan, as the Applicable Margincase may be, shall be excluded; PROVIDED, if a Loan is repaid on the same day on which it is made, one day's interest shall be paid on that Loan. (d) Anything Except as otherwise set forth herein, interest on each Loan shall be payable in this Agreement or the other Transaction Documents arrears on and to (i) each Interest Payment Date applicable to that Loan; (ii) any prepayment of that Loan, to the contrary notwithstandingextent accrued on the amount being prepaid; and (iii) at maturity, including final maturity; PROVIDED, in the event any Swing Line Loan or any Revolving Loan that is a Base Rate Loan is prepaid pursuant to SECTION 2.12(a), interest accrued on such Swing Line Loan or Revolving Loan through the date of such prepayment shall be payable on the next succeeding Interest Payment Date applicable to Base Rate Loan, or, if earlier, at final maturity. (e) Interest payable pursuant to SECTION 2.7(b) shall be payable on demand or, if no demand is made, on the date on which the related drawing honored under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any time the rate payment of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”pursuant to SECTION 2.7(b), then(i) Issuing Bank shall distribute to each Lender, so long as out of the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and Issuing Bank in respect of the Transaction Documents exceed period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender could lawfully would have receivedbeen entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit, had and (ii) in the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under SECTION 2.3(e) with respect to such honored drawing such other Lender's Pro Rata Share of any interest due under this Agreement and received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the Transaction Documents been calculated since period from the Effective Date date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Company. Any such distribution shall be made to a Lender at its primary address set forth below its name on the Maximum Lawful Rateappropriate signature page hereof or at such other address as such Lender may request.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in fullfull at the applicable Interest Rate for each applicable Accrual Period. Interest on the Outstanding Borrowings shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment Date in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)the Priority of Payments. (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, Lender shall notify the Administrative Documentation Agent and the Calculation Agent that a Eurodollar Disruption Event as described in clause (ai) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative (i) Documentation Agent shall promptly notify the Servicer and Borrower and (ii) the Calculation Agent shall in turn so notify the Borrower, whereupon all Advances of such Lender in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at based on the Alternate Base Rate plus (but shall on the Applicable Marginnext Payment Date revert to accruing Interest based on the LIBO Rate upon such Lender’s prompt notice to the Documentation Agent and the Calculation Agent that such Eurodollar Disruption Event shall no longer be continuing, which notice the Calculation Agent shall forward to the Borrower). The Facility Agent shall notify the Calculation Agent and the Borrower of the occurrence of any other date on which Interest on Advances commences to accrue based on the Alternate Base Rate rather than the LIBO Rate as herein provided. (dc) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest RateRate plus the Applicable Margin. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of date such Advance is funded to the Borrower until but excluding the date that such Advance shall be paid repaid in fullfull by the Borrower to the Administrative Agent. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding during such Settlement Period and shall be payable on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)paid. (b) Each Managing Agent shall determine (in accordance with information provided by the relevant Lender in the related Lender Group, as applicable) its estimate of the Interest Rates (including unpaid Interest, if any due and payable on a prior Payment Date) to be paid to the Lenders in the applicable Lender Group on each Payment Date for the related Settlement Period and shall be determined by advise the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, and the Collateral Custodian, thereof five Business Days prior to each Payment Date. In the event that any Managing Agent’s or Lender’s, as applicable, estimate of each calculation thereofthe Interest payable for a related Settlement Period is different from the actual amount of Interest for such Settlement Period, the Managing Agent shall increase or decrease its estimate of Interest for the next succeeding Settlement Period by the amount of such difference, plus interest thereon at such rate. (c) If The Administrative Agent shall notify the Borrower if any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate. (e) The Borrower shall pay the fees specified hereunder and in the other Transaction Documents in accordance with Section 2.7.

Interest Payments. Commencing on May __, 2023 on the same day of each week thereafter (“Interest Payment Date”) until the date that the principal is fully paid pursuant to clause (a) Interest shall accrue on each Advance during each Settlement Period above, Borrower will make weekly payments of interest at the applicable Interest Rate, as calculated pursuant to Section 2.07 of the Loan Agreement. Whenever any payment of principal or interest shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The entire outstanding principal amount together with all accrued interest thereon and other monetary obligations due and owing by Borrower pursuant to the Loan Agreement shall pay Interest be paid in full by not later than the Maturity Date, or an earlier date on which an Event of Default occurs, if applicable. This Term Loan Note (this “Note”) is evidence of borrowings under, is subject to the terms and conditions of and has been issued by the Borrower in accordance with the terms of, the Loan Agreement, and is the Refinanced Senior Secured Promissory Note referred to therein. The Payee, and any holder hereof, is entitled to the benefits and subject to the conditions of the Loan Agreement and may enforce the agreements of the Loan Parties contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. This Note is secured by the Security Documents described in the Loan Agreement. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Loan Agreement. If any Event of Default shall occur, the entire unpaid principal amount of each Advance for this Note and all of the period commencing on unpaid interest accrued thereon may become or be declared due and including payable in the Funding Date manner and with the effect provided in the Loan Agreement. The Borrower and every endorser and Guarantor of such Advance until but excluding this Note or the date that such Advance obligation represented hereby waive presentment, demand, notice, protest and all other demands and notice in connection with the delivery, acceptance, performance, default or enforcement of this Note, assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party primarily or secondarily liable. This Note shall be paid in full. Interest deemed to take effect as a sealed instrument under the laws of the State of Florida and for all purposes shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment construed in accordance with Section 2.3(b) or such laws (ii) a repayment in accordance with Section 2.4(bwithout regard to conflicts of laws rules). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance or Swingline Advance, as applicable, during each Settlement Accrual Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance or Swingline Advance, as applicable, for the period commencing on and including the Funding Date of such Advance until or Swingline Advance, as applicable, through but excluding the date that such Advance or Swingline Advance, as applicable, shall be paid in full. Interest shall accrue during each Settlement Accrual Period and be payable on the Advances Outstanding each Advance and each Swingline Advance on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) 2.4 or (ii) a reimbursement or repayment in accordance with Section 2.4(b)2.5 or Section 2.7, as applicable. (b) The Deal Agent shall determine the Interest Rates shall Rate and Interest (including unpaid Interest, if any, due and payable on a prior Payment Date) to be determined paid by the Administrative Agent in accordance Borrower with respect to each Advance and each Swingline Advance on each Payment Date and shall advise each Lender Agent, the definitions thereof, Swingline Lender and the Administrative Agent shall advise the Servicer, Servicer on behalf of the Borrower, of Borrower thereof five Business Days prior to each calculation thereofPayment Date. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance or Swingline Advance, as applicable, during each Settlement Accrual Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance or Swingline Advance, as applicable, for the period commencing on and including the Funding Date of such Advance until or Swingline Advance, as applicable, through but excluding the date that such Advance or Swingline Advance, as applicable, shall be paid in full. Interest shall accrue during each Settlement Accrual Period and be payable on the Advances Outstanding each Advance and each Swingline Advance on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) 2.4 or (ii) a reimbursement or repayment in accordance with Section 2.4(b)2.5 or Section 2.7, as applicable. (b) Each Lender Agent shall determine the Interest Rates shall Rate and Interest (including unpaid Interest, if any, due and payable on a prior Payment Date) to be determined paid by the Administrative Agent in accordance Borrower with respect to each Advance and each Swingline Advance on each Payment Date for the definitions thereof, Accrual Period and the Administrative Agent shall advise the Servicer, Servicer on behalf of the Borrower, of Borrower thereof three Business Days prior to each calculation thereofPayment Date. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance outstanding during each Settlement Interest Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Interest Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)this Agreement. (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, Borrower of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Adjusted Term SOFR Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin; provided, that if at any time after the occurrence and during the continuance of a Disruption Event, the Base Rate shall, for a period of ten (10) consecutive days, be greater than a Lender’s actual cost of funds in respect of its Advances hereunder, then all Advances of such Lender in respect of which Interest would accrue at the Base Rate in accordance with this clause (c) shall accrue Interest at an effective rate of interest equal to such Lender’s actual cost of funds in respect of such Advances. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Each Managing Agent other than BB&T shall determine (in accordance with information provided by the relevant CP Lender and/or Committed Lenders in the related Lender Group, as applicable) its estimate of the Interest Rates (including unpaid Interest, if any due and payable on a prior Payment Date) to be paid to the Lenders in the applicable Lender Group on each Payment Date for the related Settlement Period and shall be determined by advise the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, thereof three (3) Business Days prior to each Payment Date. Upon receipt of each calculation thereofsuch information, the Servicer shall promptly notify BB&T whether any CP Lender shall be earning a CP Rate in respect of its portion of Advances and (i) if a CP Lender is earning a CP Rate in respect of its portion of Advances, what the CP Rate imputed to the portions of Advances made by the Committed Lender member of the Lender Group for which BB&T acts as Managing Agent shall be (calculated in accordance with clause (b) of the definition of Interest Rate) and (ii) if no CP Lender is earning a CP Rate in respect of its portion of Advances, what the Alternative Rate is for such Settlement Period. In the event that any Managing Agent’s, CP Lender’s or Committed Lender’s, as applicable, estimate of the Interest payable for a related Settlement Period is different from the actual amount of Interest for such Settlement Period, the Managing Agent shall increase or decrease its estimate of Interest for the next succeeding Settlement Period by the amount of such difference, plus Interest thereon, if applicable. Failure to set aside any amount so accrued shall not relieve the Borrower or the Servicer on behalf of the Borrower of its obligation to remit or cause the Servicer to remit Collections to the Administrative Agent with respect to such accrued amount as and to the extent provided in Section 2.8. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable MarginRate. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Accrual Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Accrual Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, Lender shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (ai) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances of such Lender in respect of which Interest accrues at the LIBO Adjusted Eurodollar Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Alternate Base Rate plus (but shall on the Applicable Marginnext Payment Date revert to accruing Interest based on the Adjusted Eurodollar Rate upon such Lender’s notice to the Administrative Agent that such Eurodollar Disruption Event shall no longer be continuing, which notice the Administrative Agent shall forward to the Borrower). (dc) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate. (d) Each Lender agrees to provide the Servicer and the Administrative Agent an invoice or similar statement for the amount of Interest payable to such Lender not later than two Business Days prior to the applicable Payment Date.

Interest Payments. (a) Interest on outstanding Advances shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest be due and payable in arrears on the unpaid principal amount first day of each Advance for the period January, April, July and October, commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in fullApril 1, 2001. Interest shall accrue during be computed monthly at a rate for each Settlement Period and be payable on month equal to the Advances Outstanding on each Payment Date, unless earlier paid applicable Federal short-term rate announced by the Internal Revenue Service pursuant to Section 1274(d) of the Internal Revenue Code of 1986, as amended, through a Revenue Ruling published in the Internal Revenue Bulletin during the preceding month (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(bthe "Applicable Interest Rate"). (b) Interest Rates shall be determined by Notwithstanding the Administrative Agent foregoing (i) if the Lender, in accordance with its sole discretion, permits the definitions thereof, Obligations to exceed the Facility Cap and the Administrative Agent shall advise the Servicer, on behalf such excess continues for a period of five (5) Business Days or more during any quarter following notice to the Borrower, then that portion of each calculation thereofthe Obligations that exceeds the Facility Cap shall bear interest at a rate equal to the Applicable Interest Rate then in effect plus two percent (2%) per annum until paid, and (ii) if any interest payment or other payment due and payable hereunder is not received by Lender within five (5) Business Days of the day such payment is due and payable, then Borrower shall pay to the Lender a late charge equal to 15% of the amount of such interest or other payment not timely made. (c) If any Managing Agent, on behalf Upon the occurrence of an Event of Default and during the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurredcontinuation thereof, the Administrative Agent interest rate in effect at such time with respect to the Obligations shall in turn so notify be increased to a rate of fifteen percent (15%) per annum (the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin"Default Rate"). (d) Anything Interest and fees under any subparagraph hereof shall be computed on the basis of the actual number of days elapsed in a year of 365 or 366 days and calculated for the actual number of days elapsed in each monthly interest calculation period. (e) The principal amount of the Obligations shall be due and payable in full upon demand made by the Lender at any time on or after July 15, 2001. The Obligations may not be repaid at any time without the prior written consent of the Lender. (f) All payments of principal, interest and other amounts payable hereunder, or under any of the other Loan Documents, shall be made to the Lender at the Payment Office not later than 1:00 p.m. (Eastern time) on the due date therefor in lawful money of the United States of America in immediately available funds. If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day. (i) All payments made by the Borrower hereunder or under any other Loan Document will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of Lender pursuant to the laws of the jurisdiction in which it is organized or managed and controlled or the jurisdiction in which the principal office or applicable lending office of the Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts, if any, as may be necessary so that every payment of all amounts due under this Agreement or the under any other Transaction Documents to the contrary notwithstandingLoan Document, if at after withholding or deduction for or on account of any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”)Taxes, then, so long as the Maximum Lawful Rate would will not be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rateamount provided for herein or in such Loan Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse Lender, upon the written request of Lender, for taxes imposed on or measured by the net income or net profits of Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of Lender is located and for any withholding of taxes as Lender shall determine are payable by, or withheld from, Lender in respect of such amounts so paid to or on behalf of Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of Lender pursuant to this sentence. Borrower will furnish to Lender within 45 days after the date the payment of any Tax is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. Borrower agrees to indemnify and hold harmless Lender, and reimburse Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by Lender. (ii) If Borrower pays any additional amount under this Section 2.5(g) to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Person Lender shall continue pay to pay interest under this Agreement and Borrower an amount that the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person Lender shall, in its sole discretion, determine is equal to the total interest that would have been received had Applicable Law net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund, reduction or credit. Whether or not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under claims any refund or credit or files any amended tax return shall be in the sole discretion of such Lender. Nothing in this Agreement and Section 2.5(g)(ii) shall require a Lender to (A) disclose or detail the Transaction Documents exceed basis of its calculation of the amount that of any tax benefit or refund to Borrower or any other party or (B) disclose such Lender's tax returns. (iii) Borrower hereby agrees to indemnify and hold the Lender, its directors, officers employees and agents harmless against any and all liability, expense, loss or claim of damage or injury (other than any such liability, expense, loss or claim of damage or injury resulting from the Lender's or such other party's gross negligence or willful misconduct) made against the Lender could lawfully have receivedby Borrower or by any third party, had arising from or incurred by reason of (A) handling Borrower's accounts, (B) relying on the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rateinstructions of any Authorized Officer of Borrower or (C) taking any other action hereunder.

Interest Payments. 4.3.1 Not less than five (a5) Business Days prior to each Interest shall accrue on each Advance during each Settlement Period at Payment Date until the applicable Building Loan Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurredReserve Account is Exhausted, the Administrative Agent shall inform the Disbursement Agent and the Borrower of the amounts required to be paid on such Interest Payment Date with respect to the Facilities, including (x) interest on the Loans due and payable on the applicable Interest Payment Date, (y) net amounts due and payable under the Specified Hedging Agreements to the counterparties thereunder (to the extent allocable to the principal amount of the Loans under the Loan Agreement) (other than termination payments), and (z) any fees described in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. Section 2.10(b) or (d) Anything of the Loan Agreement then due and payable; provided, however, that in the event that the Administrative Agent fails to provide such information to the Disbursement Agent, then the Borrower may, but shall have no obligation to, provide such information to the Disbursement Agent, subject to Administrative Agent’s confirmation (it being understood that any failure by the Administrative Agent to provide such information shall not relieve the Borrower from its obligations to make such payments on such Interest Payment Date). Additionally, the Borrower shall inform the Administrative Agent and the Disbursement Agent of amounts to be paid with respect to the entering into of Hedging Agreements required pursuant to Section 5.13 of the Loan Agreement, and shall have the right to request that such amounts be paid from the Building Loan Interest Reserve Account as described in Section 4.3.2 below. 4.3.2 On or before each Interest Payment Date until the Building Loan Interest Reserve Account has been Exhausted, and subject to the last sentence of this Section 4.3.2, the Disbursement Agent shall instruct the Account Bank to make payment on such Interest Payment Date to the Administrative Agent from amounts on deposit in the Building Loan Interest Reserve Account in the amount requested by the Borrower or the Administrative Agent pursuant to Section 4.3.1. Such payments may be made without the requirement of obtaining any further consent or action on the part of the Borrower with respect thereto, and the Borrower hereby constitutes and appoints the Disbursement Agent and the Account Bank as its true and lawful attorney-in-fact to provide such instructions and to make such payments, respectively, and this power of attorney shall be deemed to be a power coupled with an interest and shall be irrevocable. Each of the Administrative Agent and the Borrower acknowledge that nothing in this Agreement Section 4.3.2 shall in any way exonerate or diminish the other Transaction Borrower’s obligation to make all payments under the Loan Documents as and when due. Additionally, until the Building Loan Interest Reserve Account has been Exhausted, the Disbursement Agent shall instruct the Account Bank to make payment from amounts on deposit in the Building Loan Interest Reserve Account to such Persons and in the amount requested by the Borrower pursuant to Section 4.3.1 to be paid with respect to the contrary notwithstanding, if at entering into of Hedging Agreements required pursuant to Section 5.13 of the Loan Agreement. Such payments may be made without the requirement of obtaining any time further consent or action on the rate part of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateBorrower with respect thereto.

Interest Payments. The Borrower will pay interest on the principal amount of the Facility Two Term Loans outstanding from time to time, from the date hereof until payment of the Facility Two Term Loans and the Facility Two Term Note in full and the termination of this letter agreement. Interest on any Facility Two Term Loans which are Floating Rate Loans and the Facility Two COF Loan (aif any) will be payable monthly in arrears on the first day of each month. Interest shall accrue on each Advance during each Settlement Period at Facility Two Term Loan which is a LIBOR Loan will be payable in arrears on the applicable Interest RatePayment Date. The Borrower In any event, interest shall pay Interest also be payable on the unpaid principal amount date of each Advance for payment of the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid Facility Two Term Loans in full. Interest on Floating Rate Loans shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the Floating Rate. The rate of interest payable on any Facility Two Term Loan which is a LIBOR Loan will be the Eurodollar Interest Rate applicable thereto. Interest on the Facility Two COF Loan will be payable at the applicable COF Interest Rate. In any event, overdue principal of any Facility Two Term Loan and, to the extent permitted by law, overdue interest on any Person under this Agreement and the Transaction Documents exceeds the highest Facility Two Term Loan shall bear interest at a rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents per annum which at all times shall be equal to the Maximum Lawful Rate. If at any time thereafter sum of (i) four (4%) percent per annum PLUS (ii) the rate of otherwise applicable to such overdue principal (or to the principal amount as to which such interest is overdue) pursuant to the Facility Two Term Note and this letter agreement, payable on demand. All interest payable hereunder and/or under this the Facility Two Term Note will be calculated on the basis of a 360-day year for the actual number of days elapsed." x. By deleting from Section 1.7 of the Letter Agreement the words "the Term Note" and by substituting in their stead the Transaction Documents is less than following: "any Term Note" y. By deleting from Section 1.7 of the Maximum Lawful RateLetter Agreement the words "the COF Loan" and by substituting in their stead the following: "any COF Loan" z. By deleting from Section 1.8 of the Letter Agreement, such Person shall continue in each place where same appear, the words "the Term Note" and by substituting in their stead the following: "any Term Note" aa. By deleting from clause (ii) of Section 1.8 of the Letter Agreement the words "the facility for Term Loans" and by substituting in their stead the following: "both facilities for Term Loans" bb. By deleting from the second sentence of Section 1.10 of the Letter Agreement the words "each Term Loan" and by substituting in their stead the following: "each Facility One Term Loan" cc. By adding to pay interest under this Agreement and the Transaction Documents first paragraph of Section 1.10 of the Letter Agreement, at the Maximum Lawful Rate until end of such time paragraph, the following: "The proceeds of each Facility Two Term Loan will be used by the Borrower solely to fund costs of acquisition of RenaGel Equipment (as defined above)." dd. By deleting from the total interest received first sentence of the second paragraph of Section 1.10 of the Letter Agreement the words "the Term Note" and by substituting in their stead the following: "any Term Note" ee. By deleting from the second sentence of the second paragraph of Section 1.10 of the Letter Agreement the words "the Term Note" and by substituting in their stead the following: "any Term Note" ff. By deleting from the third paragraph of Section 1.10 of the Letter Agreement the words "the Term Note", in each place where same appear, and by substituting in their stead, in each such Person is equal to place, the total interest that would have been received had Applicable Law not limited following: "any Term Note" gg. By deleting from Section 3.9 of the interest rate payable under this Letter Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had "$20,000,000" and by substituting in its stead the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.following: "$23,000,000"

Interest Payments. (ai) Interest accrued on the Initial Term Loan shall accrue be payable in arrears (A) with respect to interest accrued and unpaid as of any Interest Payment Date, on each Advance during each Settlement Period the day immediately following such Interest Payment Date, commencing on the first such day immediately following Xxxxx 00, 0000, (X) upon the payment or prepayment of the Initial Term Loan in full, and (C) if not theretofore paid in full, at maturity (whether by acceleration or otherwise) of the Initial Term Loan. Accrued and unpaid interest on the outstanding principal balance of the Initial Term Loan may, at the applicable Interest Rate. The Borrower shall pay Interest on option of the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall Borrower, be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent immediately available funds in accordance with the definitions thereofimmediately preceding sentence and SECTION 3.02 (a) If interest on the Initial Term Loan is not so paid, such interest shall be capitalized on the day immediately following the applicable Interest Payment Date, and the Administrative Agent shall advise the Servicer, on behalf outstanding principal balance of the Borrower, Initial Term Loan shall automatically and without notice of each calculation thereofany kind whatsoever be increased by an amount equal to such interest. (cii) If Interest accrued on the Supplemental Term Loan shall be payable in arrears (A) with respect to interest accrued and unpaid as of the end of any Managing Agentcalendar month, on behalf the first day of the applicable Lendersimmediately succeeding calendar month, shall notify commencing on the Administrative Agent that a Eurodollar Disruption Event as described first such day following the making of the Supplemental Term Loan, (B) upon the payment or prepayment of the Supplemental Term Loan in clause full, and (aC) if not theretofore paid in full, at maturity (whether by acceleration or otherwise) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable MarginSupplemental Term Loan. (diii) Anything in this Agreement or Interest accrued on the principal balance of all other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents Obligations shall be equal to payable in immediately available funds in arrears (A) on the Maximum Lawful Rate. If at any time thereafter last day of each calendar month, commencing on the rate first such day following the incurrence of interest payable under this Agreement such Obligation, (B) upon repayment thereof in full or in part, and the Transaction Documents is less than the Maximum Lawful Rate(C) if not theretofore paid in full, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until time such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate other Obligation becomes due and payable under this Agreement and the Transaction Documents. In no event shall the total interest received (whether by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rateacceleration or otherwise).

Interest Payments. At least five (a5) Business Days prior to each Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall inform the Disbursement Agent and the Borrower of the amount of interest required to be paid on such Interest Payment Date with respect to the Credit Facility. At least five (5) Business Days prior to each date where a Delayed Draw Commitment Fee is required to be paid pursuant to Section 2.12(a) of the Credit Agreement, the Administrative Agent shall inform the Disbursement Agent and the Borrower of the amount of such Delayed Draw Commitment Fee. On the Business Day immediately preceding each such applicable payment date, the Disbursement Agent shall withdraw such amount provided by the Administrative Agent so required to be paid on such date from amounts on deposit in turn so notify or credited to the BorrowerInterest Reserve Account, whereupon all Advances and such amount shall be paid to the Administrative Agent for payment to the Lenders without the requirement of obtaining any further consent or action on the part of the Borrower with respect thereto, and the Borrower hereby constitutes and appoints the Disbursement Agent as its true and lawful attorney in respect fact to make such payments and this power of which attorney shall be deemed to be a power coupled with an interest and shall be irrevocable for as long as funds are available in the Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances Reserve Account in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in accordance with this Agreement (or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long until such sooner date as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of there is no longer interest payable under this Agreement the Loan Documents). In the event that the Final Completion Date has occurred and the Transaction Documents Disbursement Agent is less than instructed by the Maximum Lawful RateBorrower to close the Loan Proceeds Account pursuant to Section 4.7, such Person the Disbursement Agent shall continue disburse or cause the disbursement of all remaining funds in the Interest Reserve Account, if any, to pay interest under this Agreement and an account specified in writing by the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal Borrower to the total interest Disbursement Agent and thereafter, the Disbursement Agent shall close the Interest Reserve Account. The Borrower acknowledges that would have been received had Applicable Law not limited nothing in this Section 4.6 shall in any way exonerate or diminish its obligation to make all payments under the interest rate payable under this Agreement Loan Documents as and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Ratewhen due.

Interest Payments. (a) Interest shall accrue on each Advance, or Swingline Advance or Alternative Currency Swingline Advance, as applicable, during each Settlement Accrual Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance, or Swingline Advance or Alternative Currency Swingline Advance, as applicable, for the period commencing on and including the Funding Date of such Advance, or Swingline Advance until or Alternative Currency Swingline Advance, as applicable, through but excluding the date that such Advance, or Swingline Advance or Alternative Currency Swingline Advance, as applicable, shall be paid in full. Interest shall accrue during each Settlement Accrual Period and be payable on the Advances Outstanding each Advance, and each Swingline Advance and each Alternative Currency Swingline Advance on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) The Deal Agent shall determine the Interest Rates shall Rate and Interest (including unpaid Interest, if any, due and payable on a prior Payment Date) to be determined paid by the Administrative Agent in accordance Borrower with the definitions thereofrespect to each Advance, and the Administrative Agent each Swingline Advance and each Alternative Currency Swingline Advance on each Payment Date and shall advise each Lender Agent, the ServicerSwingline Lender, the Alternative Currency Swingline Lender and the Servicer on behalf of the Borrower, of Borrower thereof five Business Days prior to each calculation thereofPayment Date. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, and provided that such event is not a Benchmark Transition Event, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (ai) Interest shall accrue Except as provided in the Prospectus with respect to the Accrual Class, on each Advance Distribution Date, the Trustee shall pay, from interest collections on the Group 1 Loans, (A) to the Holders of the interest-bearing Classes of Group 1 Senior Certificates, the amount of interest accrued thereon during each Settlement the related Interest Accrual Period at the applicable Interest Rate. The Borrower shall pay Interest on annual rate specified in the unpaid principal amount of each Advance for Prospectus (and subject to any limitations described in the period commencing on and Prospectus), including the Funding Date Interest Guaranty Amount, if any, paid by Xxxxxx Xxx in respect of such Advance until but excluding the date that Classes of Group 1 Senior Certificates on such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid Distribution Date pursuant to Section 3.4 (ia), and (B) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) to the Holders of the Classes of Non-Senior Certificates, the applicable Specified Non- Senior Interest Rates shall be determined by the Administrative Agent Distribution Amount in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf priorities set forth under “Description of the Borrower, of each calculation thereofSenior and Mezzanine Certificates— Interest Payments on the Senior and Mezzanine Certificates—Interest Payment Priorities” in the Prospectus and “Interest Payments on the Subordinate Certificates—Interest Payment Priorities” in Exhibit M. Interest accrued with respect to the Accrual Class during any Interest Accrual Period shall not be distributed thereon as interest but shall be added to the Class Balance thereof on that Distribution Date. (cii) If any Managing AgentExcept as provided in the Prospectus with respect to the Accrual Class, on behalf each Distribution Date, the Trustee shall pay, from interest collections on the Group 2 Loans, (A) to the Holders of the interest-bearing Classes of Group 2 Senior Certificates, the amount of interest accrued thereon during the related Interest Accrual Period at the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as annual rate described in clause the Prospectus (a) of and subject to any limitation described in the definition of “Eurodollar Disruption Event” has occurredProspectus), including the Administrative Agent shall in turn so notify the BorrowerInterest Guaranty Amount, whereupon all Advances if any, paid by Xxxxxx Mae in respect of which such Classes of Group 2 Senior Certificates on such Distribution Date pursuant to Section 3.4 (a), and (B) to the Holders of the Classes of Non-Senior Certificates, the applicable Specified Non- Senior Interest accrues Distribution Amount in accordance with the priorities set forth under “Description of the Senior and Mezzanine Certificates— Interest Payments on the Senior and Mezzanine Certificates—Interest Payment Priorities” in the Prospectus and “Interest Payments on the Subordinate Certificates—Interest Payment Priorities” in Exhibit M. Interest accrued with respect to the Accrual Class during any Interest Accrual Period shall not be distributed thereon as interest but shall be added to the Class Balance thereof on that Distribution Date. (iii) Except as provided in the Prospectus with respect to the Accrual Class, on each Distribution Date, the Trustee shall pay, from interest collections on the Group 3 Loans, (A) to the Holders of the interest-bearing Classes of Group 3 Senior Certificates, the amount of interest accrued thereon during the related Interest Accrual Period at the LIBO Rate plus applicable annual rate described in the Applicable Margin shall immediately be converted into Advances Prospectus (and subject to any limitation described in the Prospectus), including the Interest Guaranty Amount, if any, paid by Xxxxxx Xxx in respect of which Interest accrues at the Base Rate plus the Applicable Margin. such Classes of Group 3 Senior Certificates on such Distribution Date pursuant to Section 3.4 (da), and (B) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time Holders of the rate Classes of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceededNon-Senior Certificates, the rate applicable Specified Non- Senior Interest Distribution Amount in accordance with the priorities set forth under “Description of the Senior and Mezzanine Certificates— Interest Payments on the Senior and Mezzanine Certificates—Interest Payment Priorities” in the Prospectus and “Interest Payments on the Subordinate Certificates—Interest Payment Priorities” in Exhibit M. Interest accrued with respect to the Accrual Class during any Interest Accrual Period shall not be distributed thereon as interest under this Agreement and the Transaction Documents but shall be equal added to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest Class Balance thereof on that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateDistribution Date.

Interest Payments. (a) Interest Each Subordinated Loan shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the aggregate unpaid principal amount thereof from time to time outstanding at the rate (the "Prescribed Rate") equal to the weighted average daily cost of borrowings by the Subordinated Lender under the FCX Revolver during the applicable period when each Advance for such Subordinated Loan is outstanding, as determined by the period commencing on and including Subordinated Lender in its sole discretion, or if no such borrowings by the Funding Date of Subordinated Lender under the FCX Revolver are outstanding during such Advance until but excluding period, then at a rate approximately equivalent to such rate, as determined by the date that such Advance shall be paid Subordinated Lender in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)its sole discretion. (b) Interest Rates shall be determined by due and payable on the Administrative Agent aggregate unpaid principal amount of the Subordinated Loans from time to time outstanding hereunder on the last day of each calendar quarter, subject, however, to the provisions of Section 5(d) below. There shall be added to and become part of each Subordinated Loan, on the last day of each calendar quarter, interest accrued on such Subordinated Loan, to the extent not paid in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereofterms hereof. (c) If any Managing Agent, on behalf The Subordinated Lender shall give to he Borrower such explanation regarding the calculation of the applicable Lenders, shall notify Prescribed Rate and the Administrative Agent that a Eurodollar Disruption Event amounts due hereunder as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable MarginBorrower may reasonably request. (d) Anything in this Agreement or the other Transaction Documents Subject to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement Section 7 hereof and the Transaction Documents exceeds the highest rate Terms of interest permissible under Applicable Law Subordination (the “Maximum Lawful Rate”as hereafter defined), thenthe Borrower shall make no payments of principal or interest, so long as or any other amount, on account of the Maximum Lawful Rate would be exceededSubordinated Loans until the maturity thereof; provided that, in accordance with the rate Loan Agreement, any amounts in the Dividend Reserve Account in excess of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue amounts required to pay interest on the Advances or fees under this the Loan Agreement to become due during the next 90 days shall be applied to repay outstanding principal and interest on account of the Transaction Documents at Subordinated Loans upon receipt by the Maximum Lawful Rate until Security Agent of a certificate signed by an authorized financial officer of the Subordinated Lender calculating the amount of such time as excess and directing the total interest received from Security Agent to pay such Person is equal amount to the total interest Subordinated Lender; provided that would no default or Event of Default shall have been received had Applicable Law not limited the interest rate payable under this Agreement occurred and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Ratebe continuing.

Interest Payments. (a) Interest The Administrative Agent shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest distribute all payments of interest on the unpaid principal amount Loans to the Lenders in accordance with the Credit Agreement. So long as no default in the payment of interest has occurred and is continuing under the New Debt Securities, then, except as otherwise provided in this paragraph, upon the Administrative Agent's receipt of each Advance for payment of interest on any New Debt Securities (the period commencing on and including the Funding Date date of such Advance until but excluding the date that such Advance shall be paid in full. payment, an "NDS Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date"), unless earlier paid pursuant the Administrative Agent shall within one (1) Business Day thereafter distribute a portion of such interest to AMERCO in an amount equal to the product of (i) a prepayment in accordance with Section 2.3(bthe interest on the Loans paid to the Lenders during the Interest Payment Period (as hereafter defined) or ending on such NDS Interest Payment Date and (ii) a repayment fraction, the numerator of which equals the outstanding aggregate principal amount of the New Debt Securities for which interest was received by the Administrative Agent on the relevant NDS Interest Payment Date and the denominator of which equals the outstanding aggregate principal amount of all New Debt Securities held by the Administrative Agent on such NDS Interest Payment Date. Any amount of interest on the New Debt Securities not distributed to AMERCO in accordance with Section 2.4(b)the immediately preceding sentence shall be distributed to the Lenders on a pro rata basis. (b) For purposes of this Agreement, an "Interest Rates shall be determined by Payment Period" is the Administrative Agent in accordance with period commencing on the definitions thereofEffective Date and ending on the first NDS Interest Payment Date, and each subsequent Interest Payment Period commences on the Administrative Agent shall advise day after the Servicer, preceding NDS Interest Payment Date and ends on behalf of the Borrower, of each calculation thereofnext succeeding NDS Interest Payment Date. (c) If any Managing Agent, payment of interest on behalf of the applicable Lenders, shall notify New Debt Securities is made other than on the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurreddate it is due, the Administrative Agent shall in turn so notify distribute AMERCO's portion of the Borrower, whereupon all Advances in respect of which Interest accrues at payment to AMERCO 95 days after the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Ratepayment date. If at the payor of the interest becomes a debtor in a case under the Bankruptcy Code within the 95-day period, then the Administrative Agent shall not distribute any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate portion until such time as there is a final resolution of whether any interest payment is avoidable or recoverable in the total bankruptcy case. At the time of such final resolution, the Administrative Agent shall retain or shall transfer to AMERCO the interest received from such Person is equal payment based on the amount, if any, that the Administrative Agent retains (for distribution to the total interest that would have been received had Applicable Law not limited Lenders) of the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Ratepayment.

Interest Payments. (a) Interest Except as otherwise set forth herein, each Class of Loan shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at the sum of each Advance (x) the applicable interest rate for the period commencing on and including the Funding Date Type of Loan of such Advance until but excluding Class plus (y) the date that Applicable Margin for such Advance Type of Loan of such Class. The Type of any Loan (except a Swing Line Loan), and the Interest Period with respect to any Eurodollar Rate Loan, shall be paid in full. Interest shall accrue during each Settlement Period selected by Company and be payable on the Advances Outstanding on each Payment Date, unless earlier paid notified to Administrative Agent and Lenders pursuant to (i) the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a prepayment in accordance Loan is outstanding with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the respect to which notice has not been delivered to Administrative Agent in accordance with the definitions thereofterms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan. Notwithstanding anything contained herein to the contrary, in connection with Eurodollar Rate Loans (i) there shall be no more than 16 Interest Periods outstanding at any time; and (ii) in the event Company fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or 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 Rate Determination Date, Administrative Agent shall advise determine (which determination shall, absent demonstrable error, be final, conclusive and binding upon all parties) the Servicerinterest 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. The interest rates for the Tranche D Term Loans on the Effective Date shall be determined in the same manner and with the same Interest Periods as the Existing Tranche C Term Loans. The interest rates for the Tranche D Term Loans on the Effective Date shall be determined in the same manner and with the same Interest Periods as the Existing Tranche C Term Loans. Each Tranche D Term Loan Lender shall be allocated its pro rata share of Tranche D Term Loans set at the corresponding interest rates and Interest Periods as the Existing Tranche C Term Loans. Upon expiration of the applicable Interest Period for the Tranche D Term Loans on the Effective Date, each Eurodollar Rate Loan shall either be converted to a Base Rate Loan or continued as a Eurodollar Rate Loan at Company’s option pursuant to Section 2.8 hereof. (b) Company agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit honored by it, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Company at a rate equal to (i) for the Borrowerperiod from the date such drawing is honored to but excluding one day after the applicable Reimbursement Date, (1) the Base Rate, plus (2) the Applicable Margin for Revolving Loans that are Base Rate Loans, and (ii) thereafter, a rate which is 2% per annum in excess of each calculation thereofthe rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans. (c) If any Managing AgentInterest payable hereunder shall be computed (i) in the case of Base Rate Loans, on behalf the basis of a 365/6-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable Lendersto such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall notify be included, and the Administrative Agent that date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurredRate Loan, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect date of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect conversion of which Interest accrues at the such Base Rate plus Loan to such Eurodollar Rate Loan, as the Applicable Margincase may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (d) Anything Except as otherwise set forth herein, interest on each Loan shall be payable in this Agreement or the other Transaction Documents arrears on and to (i) each Interest Payment Date applicable to that Loan; (ii) any prepayment of that Loan, to the contrary notwithstandingextent accrued on the amount being prepaid; and (iii) at maturity, including final maturity; provided, in the event any Swing Line Loan or any Revolving Loan that is a Base Rate Loan is prepaid pursuant to Section 2.12(a), interest accrued on such Swing Line Loan or Revolving Loan through the date of such prepayment shall be payable on the next succeeding Interest Payment Date applicable to Base Rate Loan, or, if earlier, at final maturity. (e) Interest payable pursuant to Section 2.7(b) shall be payable on demand or, if no demand is made, on the date on which the related drawing honored under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any time the rate payment of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”pursuant to Section 2.7(b), then(i) Issuing Bank shall distribute to each Lender having Revolving Credit Exposure, so long as out of the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and Issuing Bank in respect of the Transaction Documents exceed period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender could lawfully would have receivedbeen entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit, had and (ii) in the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender having Revolving Credit Exposure which has paid all amounts payable by it under Section 2.3(e) with respect to such honored drawing such other Lender’s Pro Rata Share of any interest due under this Agreement and received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the Transaction Documents been calculated since period from the Effective Date date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Company. Any such distribution shall be made to a Lender at its primary address set forth below its name on the Maximum Lawful Rateappropriate signature page hereof or at such other address as such Lender may request.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Each Managing Agent other than a Non-Conduit Lender shall determine (in accordance with information provided by the relevant CP Lender and/or Committed Lender in the related Lender Group, as applicable) its estimate of the Interest Rates (including unpaid Interest, if any due and payable on a prior Payment Date) to be paid to the Lenders in the applicable Lender Group on each Payment Date for the related Settlement Period and shall be determined by advise the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, thereof three (3) Business Days prior to each Payment Date. In the event that any Managing Agent’s, CP Lender’s or Committed Lender’s, as applicable, estimate of each calculation thereofthe Interest payable for a related Settlement Period is different from the actual amount of Interest for such Settlement Period, the Managing Agent shall increase or decrease its estimate of Interest for the next succeeding Settlement Period by the amount of such difference, plus Interest thereon, if applicable. Failure to set aside any amount so accrued shall not relieve the Borrower or the Servicer on behalf of the Borrower of its obligation to remit or cause the Servicer to remit Collections to the Administrative Agent with respect to such accrued amount as and to the extent provided in Section 2.8. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable MarginRate. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue daily on each day during each Accrual Period on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on from and including the Funding Date of such Advance until but excluding at a rate equal to the date that product of (i) 1/360, (ii) the Interest Rate, and (iii) the Advance Balance for such Advance at the beginning of such day. Such accrued interest for any Accrual Period shall be paid in full. Interest shall accrue during each Settlement Period due and be payable on the Advances Outstanding Payment Date immediately following the end of such Accrual Period, and the Borrower shall pay such interest on each the later of such Payment Date or two Business Days after receipt by the Borrower of an invoice from the related Senior Lender detailing the amount of interest owed on such Payment Date. With the prior written consent of the related Senior Lender, unless earlier paid the Borrower may pay such interest in respect of any Senior Lender’s Senior Secured Note and in respect of any Payment Date prior to the Maturity Date by borrowing an additional Advance in the amount of such interest payment due pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)2.02 hereof. (b) Interest Rates If any payment of principal or interest which is due under the terms of this Agreement is not paid when due, or if any Event of Default has occurred hereunder, then all interest that accrues under this Agreement from and including the day such payment was due but not made or on which such Event of Default occurs and continuing until the day such payment is finally made or the Event of Default is waived or all Obligations have been repaid in full, shall be determined by calculated at the Administrative Agent in accordance with Default Rate rather than the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereofInterest Rate. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent It is intended that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by on any Person under Advance hereunder shall never exceed the maximum rate, if any, which may be legally charged on the outstanding principal balance of this Agreement Loan, and if the Transaction Documents exceeds the highest provisions for interest hereunder would result in a rate higher than such maximum rate, interest shall nevertheless be limited to such maximum rate and any amounts which may be paid toward interest on any Senior Secured Note in excess of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the such maximum rate of interest under this Agreement and the Transaction Documents shall be equal applied to the Maximum Lawful Rate. If at any time thereafter the rate reduction of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rateprincipal, such Person shall continue to pay interest under this Agreement and the Transaction Documents or, at the Maximum Lawful Rate until such time as option of the total interest received from such Person is equal related Senior Lender, returned to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateBorrower.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Each Managing Agent other than a Non-Conduit Lender shall determine (in accordance with information provided by the relevant CP Lender and/or Committed Lender in the related Lender Group, as applicable) its estimate of the Interest Rates (including unpaid Interest, if any due and payable on a prior Payment Date) to be paid to the Lenders in the applicable Lender Group on each Payment Date for the related Settlement Period and shall be determined by advise the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, thereof three (3) Business Days prior to each Payment Date. Upon receipt of such information, the Servicer shall promptly notify each calculation thereofNon-Conduit Lender whether any CP Lender shall be earning a CP Rate in respect of its portion of Advances and (i) if a CP Lender is earning a CP Rate in respect of its portion of Advances, what the CP Rate imputed to the portions of Advances made by the Committed Lender member of the Lender Group for which a Non-Conduit Lender acts as Managing Agent shall be (calculated in accordance with clause (b) of the definition of Interest Rate) and (ii) if no CP Lender is earning a CP Rate in respect of its portion of Advances, what the Alternative Rate is for such Settlement Period. In the event that any Managing Agent’s, CP Lender’s or Committed Lender’s, as applicable, estimate of the Interest payable for a related Settlement Period is different from the actual amount of Interest for such Settlement Period, the Managing Agent shall increase or decrease its estimate of Interest for the next succeeding Settlement Period by the amount of such difference, plus Interest thereon, if applicable. Failure to set aside any amount so accrued shall not relieve the Borrower or the Servicer on behalf of the Borrower of its obligation to remit or cause the Servicer to remit Collections to the Administrative Agent with respect to such accrued amount as and to the extent provided in Section 2.8. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable MarginRate. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance, Swingline Advance or Alternative Currency Swingline Advance, as applicable, during each Settlement Accrual Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance, Swingline Advance or Alternative Currency Swingline Advance, as applicable, for the period commencing on and including the Funding Date of such Advance, Swingline Advance until or Alternative Currency Swingline Advance, as applicable, through but excluding the date that such Advance, Swingline Advance or Alternative Currency Swingline Advance, as applicable, shall be paid in full. Interest shall accrue during each Settlement Accrual Period and be payable on the Advances Outstanding each Advance, each Swingline Advance and each Alternative Currency Swingline Advance on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) The Deal Agent shall determine the Interest Rates shall Rate and Interest (including unpaid Interest, if any, due and payable on a prior Payment Date) to be determined paid by the Administrative Agent in accordance Borrower with respect to each Advance, each Swingline Advance and each Alternative Currency Swingline Advance on each Payment Date and shall advise each Lender Agent, the definitions thereofSwingline Lender, the Alternative Currency Swingline Lender and the Administrative Agent shall advise the Servicer, Servicer on behalf of the Borrower, of Borrower thereof five Business Days prior to each calculation thereofPayment Date. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on the unpaid principal amount of each Advance during each Settlement Period Revolving Loan outstanding from time to time at the applicable Variable Interest Rate. The Borrower ; interest shall pay Interest accrue on the unpaid principal amount of each Advance for Mortgage Loan outstanding from time to time at the period commencing rate per annum specified in the Mortgage Notes; interest shall accrue on the unpaid principal amount of each Initial Term Loan outstanding from time to time at the Initial Term Loan Interest Rate, and including interest shall accrue on the Funding Date unpaid principal amount of each Additional Term Loan, if any, at the Additional Term Loan Interest Rate; provided that, to the extent permitted by law, interest shall accrue on any overdue payment of interest and, during the continuance of an Event of Default, on all of the principal of the Loans and on any overdue payment of Make-Whole Amount, at the applicable Default Rate. All such Advance until but excluding the date that such Advance interest shall be paid in full. Interest shall accrue during each Settlement Period and be payable computed on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) basis of a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)360-day year of twelve 30-day months. (b) The Borrowers shall pay all accrued interest on each Loan on each Monthly Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, Payment Date and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereofPrincipal Payment Date. (c) If If, prior to the first day of any Managing AgentInterest Period, the Required Non-Mortgage Lenders shall have determined on behalf a commercially reasonable basis that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, then (i) the Variable Interest Rate shall be the Base Rate, effective as of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) first day of the definition of “Eurodollar Disruption Event” has occurredInterest Period, and (ii) each reference herein to the Administrative Agent Variable Interest Rate shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at deemed thereafter to be a reference to the Base Rate plus the Applicable MarginRate. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if If there has been at any time an interest rate substituted for LIBOR in accordance with clause (c) above and, thereafter, in the rate reasonable opinion of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceededRequired Non-Mortgage Lenders, the rate circumstances causing such substitution have ceased, then on the first day of interest under this Agreement and the Transaction Documents next succeeding Interest Period the Variable Interest Rate shall be equal to determined as originally defined hereby. Nevertheless, the Maximum Lawful Rate. If at any time thereafter the rate provisions of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person clause (c) above shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Ratebe effective.

Interest Payments. (a) Interest shall accrue on each Advance outstanding during each Settlement Interest Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Interest Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)this Agreement. (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Adjusted Term SOFR Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin; provided, that if at any time after the occurrence and during the continuance of a Disruption Event, the Base Rate shall, for a period of ten (10) consecutive days, be greater than a Lender’s actual cost of funds in respect of its Advances hereunder, then all Advances of such Lender in respect of which Interest would accrue at the Base Rate plus the Applicable Margin in accordance with this clause (c) shall accrue Interest at an effective rate of interest equal to such Xxxxxx’s actual cost of funds in respect of such Advances plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest Except as otherwise set forth herein, each Class of Loan shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at the sum of each Advance (X) the applicable interest rate for the period commencing on and including the Funding Date Type of Loan of such Advance until but excluding Class plus (Y) the date that Applicable Margin for such Advance Type of Loan of such Class. The Type of any Loan (except a Swing Line Loan), and the Interest Period with respect to any Eurodollar Rate Loan, shall be paid in full. Interest shall accrue during each Settlement Period selected by Company and be payable on the Advances Outstanding on each Payment Date, unless earlier paid notified to Administrative Agent and Lenders pursuant to (i) the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a prepayment in accordance Loan is outstanding with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the respect to which notice has not been delivered to Administrative Agent in accordance with the definitions thereofterms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan. Notwithstanding anything contained herein to the contrary, in connection with Eurodollar Rate Loans (i) there shall be no more than 16 Interest Periods outstanding at any time; and (ii) in the event Company fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or 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 Rate Determination Date, Administrative Agent shall advise determine (which determination shall, absent demonstrable error, be final, conclusive and binding upon all parties) the Servicerinterest 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. The interest rates for the Tranche C Term Loans on the Effective Date shall be determined in the same manner and with the same Interest Periods as the Existing Tranche B Term Loans. Each Tranche C Term Loan Lender shall be allocated its pro rata share of Tranche C Term Loans set at the corresponding interest rates and Interest Periods as the Existing Tranche B Term Loans. Upon expiration of the applicable Interest Period for the Tranche C Term Loans on the Effective Date, each Eurodollar Rate Loan shall either be converted to a Base Rate Loan or continued as a Eurodollar Rate Loan at Company's option pursuant to Section 2.8 hereof. (b) Company agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit honored by it, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Company at a rate equal to (i) for the Borrowerperiod from the date such drawing is honored to but excluding one day after the applicable Reimbursement Date, (1) the Base Rate, plus (2) the Applicable Margin for Revolving Loans that are Base Rate Loans, and (ii) thereafter, a rate which is 2% per annum in excess of each calculation thereofthe rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans. (c) If any Managing AgentInterest payable hereunder shall be computed (i) in the case of Base Rate Loans, on behalf the basis of a 365/6-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable Lendersto such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall notify be included, and the Administrative Agent that date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurredRate Loan, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect date of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect conversion of which Interest accrues at the such Base Rate plus Loan to such Eurodollar Rate Loan, as the Applicable Margincase may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day's interest shall be paid on that Loan. (d) Anything Except as otherwise set forth herein, interest on each Loan shall be payable in this Agreement or the other Transaction Documents arrears on and to (i) each Interest Payment Date applicable to that Loan; (ii) any prepayment of that Loan, to the contrary notwithstandingextent accrued on the amount being prepaid; and (iii) at maturity, including final maturity; provided, in the event any Swing Line Loan or any Revolving Loan that is a Base Rate Loan is prepaid pursuant to Section 2.12(a), interest accrued on such Swing Line Loan or Revolving Loan through the date of such prepayment shall be payable on the next succeeding Interest Payment Date applicable to Base Rate Loan, or, if earlier, at final maturity. (e) Interest payable pursuant to Section 2.7(b) shall be payable on demand or, if no demand is made, on the date on which the related drawing honored under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any time the rate payment of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”pursuant to Section 2.7(b), then(i) Issuing Bank shall distribute to each Lender having Revolving Credit Exposure, so long as out of the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and Issuing Bank in respect of the Transaction Documents exceed period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender could lawfully would have receivedbeen entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit, had and (ii) in the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender having Revolving Credit Exposure which has paid all amounts payable by it under Section 2.3(e) with respect to such honored drawing such other Lender's Pro Rata Share of any interest due under this Agreement and received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the Transaction Documents been calculated since period from the Effective Date date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Company. Any such distribution shall be made to a Lender at its primary address set forth below its name on the Maximum Lawful Rateappropriate signature page hereof or at such other address as such Lender may request.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of date on which such Advance is made until but excluding the date that such Advance shall be paid in fullfull at the applicable Interest Rate for each applicable Accrual Period. Interest on the Outstanding Borrowings for each Accrual Period shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment Settlement Date which immediately follows such Accrual Period in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)the Priority of Payments. (b) [reserved] (c) The Facility Agent for each Lender shall determine the Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, Rate applicable to each Advance owed to such Lender for each Accrual Period (and the Administrative Agent shall advise determine each LIBO Rate or Alternate Base Rate, if applicable, used in determining such Interest Rate). Not later than the Servicersecond Business Day preceding the Reporting Date relating to an Accrual Period, on behalf of each Facility Agent shall provide a written statement to the Borrower, of the Master Servicer and the NZ Manager setting forth the Interest Rate applicable to each calculation thereof. (c) If any Managing AgentAdvance for its related Lenders for such Accrual Period, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus (if used in determining such Interest Rate) and the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Alternate Base Rate plus (if used in determining such Interest Rate); provided that such written statements with respect to the Applicable Marginfinal Accrual Period shall be provided not later than the Business Day immediately preceding the related Settlement Date. (d) Anything Not later than five Business Days after the end of each calendar month (or, in this Agreement the case of the final Accrual Period, not later than the Business Day immediately preceding the related Settlement Date), each Facility Agent shall provide a written notice or the other Transaction Documents statement to the contrary notwithstandingBorrower, if at any time the rate of interest payable by any Person under this Agreement Master Servicer and the Transaction Documents exceeds NZ Manager, stating the highest rate amount of interest permissible under Applicable Law (Interest, Unused Fees, Breakage Costs and other amounts that are due and payable to such Facility Agent or any Lender in its Lender Group on such Settlement Date. The Administrative Agent will provide the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate Borrower a schedule of interest under this Agreement fees due to each Lender and the Transaction Documents shall be equal Administrative Agent no later than two Business Days prior to the Maximum Lawful Rate. If at any time thereafter Reporting Date (or, in the rate case of interest payable under this Agreement and the Transaction Documents is less final Accrual Period, not later than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and Business Day immediately preceding the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Raterelated Settlement Date).

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Accrual Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Accrual Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) 2.3 or (ii) a repayment in accordance with Section 2.4(b)2.6. (b) The Deal Agent shall determine the Interest Rates shall (including unpaid Interest, if any due and payable on a prior Payment Date) to be determined by paid on each Payment Date for the Administrative Agent in accordance with the definitions thereof, Accrual Period and the Administrative Agent shall advise the Servicer, Servicer on behalf of the Borrower, Borrower thereof three (3) Business Days prior to each Payment Date. Failure to set aside any amount so accrued shall not relieve the Borrower or the Servicer on behalf of each calculation thereofthe Borrower of its obligation to remit or cause the Servicer to remit Collections to the Deal Agent with respect to such accrued amount as and to the extent provided in Section 2.8(a)(vi). (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “"Maximum Lawful Rate”"), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest Except as otherwise set forth herein, each Class of Loan shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest bear interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding thereof from the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to made through maturity or repayment (whether by acceleration or otherwise) thereof as follows: (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereofif an Alternate Base Rate Loan, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Alternate Base Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues Margin; or (ii) if a Eurodollar Rate Loan, at the Base Adjusted Eurodollar Rate plus the Applicable Margin. (db) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time The basis for determining the rate of interest payable by with respect to any Person under this Agreement Loan, and the Transaction Documents exceeds Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative Agent and Lenders pursuant to the highest applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, no Eurodollar Rate Loan with an Interest Period in excess of one month shall be available until the date that Syndication Agent notifies Borrower and Administrative Agent that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Syndication Agent. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be an Alternate Base Rate Loan. (c) In connection with Eurodollar Rate Loans there shall be no more than 10 Interest Periods outstanding at any time. In the event Borrower fails to specify between an Alternate Base Rate Loan or a Eurodollar Rate Loan or fails to specify the Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into an Alternate Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as an Alternate Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an Alternate Base Rate Loan. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest permissible under Applicable Law 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 2.6(a) shall be computed (i) in the “Maximum Lawful case of Alternate Base Rate Loans based on the Prime Rate”), thenon the basis of a 365-day or 366-day year, so long as the Maximum Lawful case may be, and (ii in the case of Alternate Base Rate would Loans based on the Federal Funds Effective Rate or Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to an Alternate Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Alternate Base Rate Loan, as the case may be, shall be exceededincluded, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to an Alternate Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Alternate Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day's interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan shall be payable in arrears on and to (i) each Interest Payment Date applicable to that Loan; (ii any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (ii at maturity, including final maturity; provided, however that with respect to any prepayment of an Alternate Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (f) Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest under this Agreement otherwise payable hereunder with respect to Revolving Loans that are Alternate Base Rate Loans, and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Alternate Base Rate Loans. (g) Interest payable pursuant to Section 2.6(f) 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, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under this Agreement and a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.6(f), Issuing Bank shall distribute to each other Lender, out of the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and Issuing Bank in respect of the Transaction Documents exceed period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender could lawfully would have receivedbeen entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by the other Lenders for all or any portion of such honored drawing, had Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.2A(e) with respect to such honored drawing such Lender's Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by the interest due under this Agreement and other Lenders for the Transaction Documents been calculated since period from the Effective Date date on which Issuing Bank was so reimbursed by the other Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrower. Any such distribution shall be made to a Lender at the Maximum Lawful Rateits primary address set forth below its name on Appendix B or at such other address as such Lender may request.

Interest Payments. (a) Interest The payment of interest on the outstanding ----------------- principal amount of the Senior Subordinated Notes shall accrue be due and payable annually by Borrower to Lender in arrears on the first Business Day of each Advance during each Settlement Period calendar year, with the first such payment to be made on January 3, 2000, at the applicable Interest Rateplace specified in the Senior Subordinated Notes. The Payment of interest shall be made, at Borrower's sole option, either (i) by payment of cash; (ii) by issuance of additional Senior Subordinated Notes (the "PIK Notes"), with the principal amount of the PIK Notes issued on such date equal to the interest due on the date the interest payment is due. PIK Notes issued pursuant to this Section 2.3.2 shall bear the same terms as the Senior Subordinated Notes, and shall be subject to the terms and conditions set forth in this Agreement for the Senior Subordinated Notes; or (iii) as otherwise agreed in writing by Lender and Borrower. To the extent that Borrower elects to make interest payments in cash, Borrower shall pay Interest on each such cash interest payment by wire transfer in immediately available funds. If, in connection with interest payments required to be made pursuant to this Section 2.3, payments of such interest are not made in cash, by the unpaid issuance of PIK Notes, or as otherwise agreed by Lender and Borrower in writing pursuant to the terms of this Section 2.3, the principal amount of each Advance for the period commencing Senior Subordinated Note or Senior Subordinated Notes issued on and including the Funding Closing Date of such Advance until but excluding shall be deemed increased on the date such PIK Notes were scheduled to be issued under this Section 2.3., by the principal amount of the PIK Notes that such Advance shall were required to be paid in fullissued pursuant to this Section 2.3 but which were not so issued. Interest shall accrue during each Settlement Period and be payable Such increased principal amount of the Senior Subordinated Note or Senior Subordinated Notes issued on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates Closing Date shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event bear interest as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything provided in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateSection 2.3.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in fullfull at the applicable Interest Rate for each applicable Accrual Period. Interest on the Outstanding Borrowings shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment Date in accordance with the Priority of Payments or as otherwise required pursuant to Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)2.3. (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, Lender shall notify the Administrative Documentation Agent and the Calculation Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative (i) Documentation Agent shall promptly notify the Servicer and Borrower and (ii) the Calculation Agent shall in turn so notify the Borrower, whereupon all Advances of such Lender in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at based on the Alternate Base Rate plus (but shall on the Applicable Marginnext Payment Date revert to accruing Interest based on the LIBO Rate upon such Lender’s prompt notice to the Documentation Agent and the Calculation Agent that such Eurodollar Disruption Event shall no longer be continuing, which notice the Calculation Agent shall forward to the Borrower). The Facility Agent shall notify the Calculation Agent and the Borrower of the occurrence of any other date on which Interest on Advances commences to accrue based on the Alternate Base Rate rather than the LIBO Rate as herein provided. (dc) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (ai) Interest shall accrue accrued on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower Base Rate Loan shall pay Interest be payable in arrears (A) on the unpaid principal amount first Business Day of each Advance for the period calendar quarter, commencing on and including the Funding Date first such day following the making of such Advance until but excluding Base Rate Loan, (B) in the date case of Base Rate Loans that such Advance shall be are Term Loans, upon the payment or prepayment thereof in full or in part and (C) if not previously paid in full. , at maturity (whether by acceleration or otherwise) of such Base Rate Loan, (ii) interest accrued on each Eurocurrency Rate Loan that is not a Competitive Bid Loan shall be payable in arrears (A) on the last day of each Interest Period applicable to such Loan and, if such Interest Period has a duration of more than three months, on each day during such Interest Period occurring every three months from the first day of such Interest Period, (B) upon the payment or prepayment thereof in full or in part and (C) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Eurocurrency Rate Loan, (iii) subject to Section 2.3(g) (Swing Loans), interest accrued on each Swing Loan shall accrue be payable in arrears (A) on the first Business Day of each calendar quarter, commencing on the first such day following the making of such Swing Loan, (B) upon the payment or prepayment thereof in full or in part and (C) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Swing Loan, (iv) interest accrued on each Competitive Bid Loan shall be payable in arrears (A) on the last day of each Interest Period applicable to such Loan, if such Interest Period has a duration of more than three months, on each day during each Settlement such Interest Period occurring every three months from the first day of such Interest Period, (B) upon the payment or prepayment thereof in full and (C) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Competitive Bid Loan, and (v) interest accrued on the amount of all other Obligations shall be payable on demand from and after the Advances Outstanding on each Payment Date, unless earlier paid pursuant to time such Obligation becomes due and payable (i) a prepayment in accordance with Section 2.3(b) whether by acceleration or (ii) a repayment in accordance with Section 2.4(botherwise). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Accrual Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until Advance, as applicable, through but excluding the date that such Advance Advance, as applicable, shall be paid in full. Interest shall accrue during each Settlement Accrual Period and be payable on the Advances Outstanding each Advance on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) 2.3 or (ii) a reimbursement or repayment in accordance with Section 2.4(b)2.4. (b) Each Lender shall determine the Interest Rates shall Rate and Interest (including unpaid Interest, if any, due and payable on a prior Payment Date) to be determined paid by the Administrative Agent in accordance Borrower with respect to each Advance on each Payment Date for the definitions thereof, related Accrual Period and the Administrative Agent shall advise the Servicer, Servicer on behalf of the Borrower, of each calculation thereofBorrower thereof three Business Days prior to such Payment Date. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a any Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. As soon as reasonably possible subsequent to the availability of the account analysis statement, the Agent shall deliver to the Company and each Bank an interest billing statement (a) Interest the "Billing Statement"), which Billing Statement shall accrue on each Advance during each Settlement Period at set forth the applicable Interest Rate. The Borrower shall pay Interest on interest accrued with respect to the unpaid outstanding principal amount balance of each Advance for the period commencing on Warehouse Notes and the Swing Note from and including the Funding Date first day of the preceding month through the last day of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable month, computed on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to assumption that (i) a prepayment in accordance with Section 2.3(b) or all of the outstanding principal balances of the Warehouse Notes and the Swing Note for the Balance Funded Banks shall bear interest at the Balance Funded Rate, and (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf all of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf outstanding principal balances of the applicable LendersWarehouse Notes for Banks which are not Balance Funded Banks shall bear interest at the Base Rate; provided, that any failure or delay in delivering such Billing Statement or any inaccuracy therein shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) not affect any of the definition Company's obligations and liabilities hereunder. In the event that all or any portion of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect outstanding principal balance of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues a Note for a Balance Funded Bank bears interest at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstandingduring any month, if at any time the rate of interest payable by any Person under this Agreement such Bank and the Transaction Documents exceeds Company shall reallocate and settle any difference in interest paid by the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement Company for such month and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement at the Base Rate for such month. Interest shall be payable, (i) in the case of the outstanding principal balance of the Swing Note and the Transaction Documents been calculated since outstanding principal balance of the Effective Date Warehouse Notes bearing interest at the Maximum Lawful Balance Funded Rate or the Base Rate, on the fifth (5th) calendar day after receipt of the Billing Statement referred to above and (ii) upon repayment of any of the outstanding principal balance of the Swing Note and the Warehouse Notes at maturity (by reason of acceleration or otherwise). Any interest accruing at the Default Rate shall be payable on demand.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on Subject to Section 3.5(b) hereof, the unpaid principal amount of the Note outstanding from time to time shall bear interest from the Closing Date until the maturity of the Note at a rate equal to the Fixed Rate. Interest on the Note shall be calculated on the basis of twelve 30-day months and a 360 day year, and shall be payable quarterly in arrears on the first day of each Advance for the period calendar quarter, commencing on the first such date to occur after the Closing Date, and including at the Funding Date maturity of the Note. (b) Overdue principal and (to the extent permitted by applicable law) overdue interest on the Note shall bear interest at a rate equal to 2% per annum in excess of the Fixed Rate, payable on demand and compounded monthly, until such Advance until but excluding the date that such Advance amount shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf It is not intended by the holder of the applicable LendersNote, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything and nothing contained in this Agreement or the other Transaction Documents Note shall be deemed, to establish or require the contrary notwithstanding, if at any time the payment of a rate of interest payable in excess of the maximum rate permitted by applicable federal, state or other law (the "Maximum Rate") and, to prevent such an occurrence, any Person under this Agreement agreement which may now or hereafter be in effect between the Company and the Transaction Documents exceeds holder of the highest Note regarding the payment of fees or interest to such holder is hereby limited by the provisions of this Section 3.5(c). If, in any month, the effective interest rate of interest permissible applicable to the principal outstanding under Applicable Law (the “Maximum Lawful Rate”)Note, then, so long as absent the Maximum Lawful Rate limitation contained herein, would have exceeded the Maximum Rate, then the effective interest rate applicable to the Note for that month shall be exceededthe Maximum Rate, and, if in any subsequent month, the effective interest rate of interest under this Agreement and the Transaction Documents shall would otherwise be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, then the effective interest rate applicable to the Note for such Person month shall continue be increased to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid in respect of the Note if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the principal outstanding under the Note, the total amount of interest received from paid or accrued in respect of the Note under the terms of this Agreement is less than the total amount of interest which would have been paid or accrued in respect of the Note had the interest not been limited hereby to the Maximum Rate, then the Company shall, to the extent permitted by such Person is applicable federal, state or other law, pay to the holder of the Note an amount equal to the total excess, if any, of (i) the lesser of (A) the amount of interest that which would have been received charged in respect of the Note if the Maximum Rate had, at all times, been in effect with respect to the Note and (B) the amount of interest which would have accrued in respect of the Note had Applicable Law not limited the effective interest rate payable applicable with respect to the Note at all times not been limited hereunder by the Maximum Rate over (ii) the amount of interest actually paid or accrued in respect of the Note held by such holder under this Agreement and the Transaction DocumentsAgreement. In no the event shall that the total holder of the Note receives, collects or applies as interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at any sum in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of principal outstanding under the Note and if no such principal is then outstanding, such excess or part thereof remaining, shall be paid to the Company.

Interest Payments. Except as set forth in subsection (ae) Interest of this Section 2.06, interest on the Loans shall accrue be due and payable in arrears on each Advance during Interest Payment Date applicable thereto and at maturity, and at such other times as may be specified herein; provided, that on each Settlement Period Interest Payment Date after the Closing Date through the third anniversary of the Closing Date, accrued interest expense will be payable in kind (“PIK Interest”). On any Interest Payment Date occurring after the third anniversary of the Closing Date, at the applicable election of the Borrower, accrued interest expense will be payable either (A) in cash or (B) PIK Interest Rate. The so long as the First Lien Leverage Ratio is equal or lesser than 2.75:1.00 after giving pro forma effect to such payment and if the First Lien Leverage Ratio is greater than 2.75:1.00 the Borrower shall be deemed to have elected to pay accrued interest in kind. PIK Interest payable to each Lender shall be added to the principal amount of the Loan of such Lender in arrears on such Interest Payment Date and such increased principal amount of the Loan shall thereafter bear interest at the rate then accruing on the principal amount of the Loan as provided in subsection (b) of this Section 2.06 and shall thereafter be treated in all respects as outstanding principal of the Loan. Accrued PIK Interest on the unpaid Loans shall be payable in cash on the date the principal of the Loans becomes due and payable, whether on the Maturity Date of the Loan, or upon earlier prepayment, acceleration or otherwise. The Administrative Agent’s determination of the principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance Loans outstanding at any time shall be paid in fullconclusive and binding, absent manifest error. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates hereunder shall be determined by the Administrative Agent due and payable in accordance with the definitions thereofterms hereof before and after judgment, and before and after the Administrative Agent shall advise the Servicer, commencement of any proceeding under any Insolvency or Liquidation Proceeding. Accrued and unpaid interest on behalf of the Borrower, of each calculation thereof. past due amounts (cincluding interest on past due interest) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest due and payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rateupon demand.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing AgentSubject to Section 2.18, on behalf of the applicable Lenders, shall notify if (A) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that a Eurodollar Disruption Event as described in clause (a) of the Adjusted Term SOFR Rate cannot be determined pursuant to the definition thereof or (B) the Required Lenders determine that for any reason in connection with any request for a borrowing of “Eurodollar Disruption Event” has occurreda SOFR Advance (or a conversion thereto or a continuation thereof) that the Adjusted Term SOFR Rate for the applicable Settlement Period with respect to a proposed Advance does not adequately and fairly reflect the cost to such Lenders of funding such Advance, and the Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (A) and (B), on or prior to the first day of any Settlement Period, the Administrative Agent shall in turn will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, whereupon all any obligation of the Lenders to make or continue Advances in respect bearing interest at a rate based upon the Adjusted Term SOFR Rate shall be suspended (to the extent of which Interest accrues at the LIBO Rate plus affected Settlement Periods) until the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable MarginAdministrative Agent revokes such notice. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Restatement Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Interest Accrual Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Interest Accrual Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) 2.3 or (ii) a repayment in accordance with Section 2.4(b)2.5. (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law applicable law (the “"Maximum Lawful Rate”"), ------------------- then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law applicable law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that which such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue Subject to the provisions of subsection 2.2E, interest on each Advance during Term Loan shall be payable in arrears on each Settlement Period at Interest Payment Date applicable to that Term Loan, as follow: (i) for each Interest Payment Date prior to the applicable Interest Rate. The Borrower shall pay Interest first anniversary of the Restatement Date, all interest accrued on the unpaid principal amount of each Advance for the period commencing on and including Term Loans since the Funding immediately preceding Interest Payment Date of (such Advance until but excluding amount, the date that such Advance “PIK Amount”) shall be paid in full. on such Interest Payment Date, upon any prepayment of that Term Loan (to the extent accrued on the amount being prepaid) and at maturity (including final maturity by acceleration or otherwise), by the addition of such PIK Amount to the outstanding principal of the Term Loan and thereafter the outstanding principal amount of the Term Loan shall accrue during each Settlement Period be deemed to include such PIK Amount, and (ii) thereafter, interest accrued on the unpaid principal amount of the Term Loan will be payable on the Advances Outstanding on each Interest Payment Date, unless earlier paid pursuant upon any prepayment of that Term Loan (to the extent accrued on the amount being prepaid) and at maturity (iincluding final maturity by acceleration or otherwise), in a combination of cash and payment in kind as follows: (A) a prepayment payment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates cash shall be determined by made in an amount equal to the Administrative Agent in accordance with the definitions thereof, lesser of (x) an amount based on a interest rate equal to 12.50% per annum and the Administrative Agent shall advise the Servicer, on behalf (y) 50% of the Borrower, of each calculation thereof. difference between (cI) If any Managing Agent, on behalf Consolidated Cash Flow for the most recent four Fiscal Quarter period and (II) $42,000,000 and (B) that portion of the applicable Lenders, shall notify payment to be made on such Interest Payment Date that can not be made in cash as a result of the Administrative Agent that a Eurodollar Disruption Event as described limitations in clause (aA) above shall be paid on such Interest Payment Date by the addition of such amount (such amount, the “Additional PIK Amount”) to the outstanding principal of the definition Term Loan and thereafter the outstanding principal amount of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents Term Loan shall be equal deemed to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, include such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateAdditional PIK Amount.

Interest Payments. (a) Interest shall accrue on each Advance outstanding during each Settlement Interest Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Interest Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)this Agreement. (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, Borrower of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin; provided, that if at any time after the occurrence and during the continuance of a Eurodollar Disruption Event, the Base Rate shall, for a period of ten (10) consecutive days, be greater than a Lender’s actual cost of funds in respect of its Advances hereunder, then all Advances of such Lender in respect of which Interest would accrue at the Base Rate in accordance with this clause (c) shall accrue Interest at an effective rate of interest equal to such Lender’s actual cost of funds in respect of such Advances. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to ​ the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall Borrowers agree, jointly and severally, to pay Interest interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding Loans outstanding from time to time, from the date that of the initial Loan hereunder until payment of all Loans in full at a rate per annum equal to one half of one percent (.50%) plus the Base Rate, as in effect from time to time (but in no event in excess of the maximum rate permitted by then applicable law), with a change in such Advance shall be paid rate of interest to become effective on the same day on which any change in fullthe Base Rate is effective. Interest shall accrue during each Settlement Period and will be payable monthly in arrears on the Advances Outstanding on first day of each Payment Datemonth, unless earlier paid pursuant to (i) a prepayment in accordance commencing with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)the first such date after the making of any Loan. (b) From and after June 30, 2000, and so long as no Event of Default shall have occurred, the rate of interest payable by the Borrowers on the Loans for any Interest Rates Period shall be determined subject to adjustment, as follows: (i) For the Interest Period commencing immediately after the end of any fiscal quarter with respect to which the Lender has timely received a quarterly certificate as required by Section 7.03(c) of this Agreement, provided the Borrowers have maintained quarterly EBITDA for such quarter of at least $500,000, the rate of interest payable by the Administrative Agent in accordance with Borrowers on the definitions thereof, and the Administrative Agent principal amount of Loans outstanding from time to time during such Interest Period shall advise the Servicer, on behalf be adjusted effective as of the Borrowerfirst day of such Interest Period and shall be equal to one quarter of one percent (.25%) plus the Base Rate. (ii) For the Interest Period commencing immediately after the end of any fiscal quarter with respect to which the Lender has timely received a quarterly certificate as required by Section 7.03(c) of this Agreement, provided the Borrowers have maintained quarterly EBITDA for such quarter of each calculation thereofmore than $1,000,000, the rate of interest payable by the Borrowers on the principal amount of Loans outstanding from time to time during such Interest Period shall be adjusted effective as of the first day of such Interest Period and shall be equal to the Base Rate. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (ano adjustment is to be made pursuant to Section 2.04(b) of the definition of “Eurodollar Disruption Event” has occurredthis Agreement, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds Borrowers on the highest rate principal amount of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would Loans outstanding from time to time during such Interest Period shall be exceeded, the rate of interest under as provided in Section 2.04(a) of this Agreement and effective as of the Transaction Documents first day of such Interest Period. (d) Overdue principal of the Loans and, to the extent permitted by law, overdue interest on the Loans shall bear interest at a rate per annum which at all times shall be equal to the Maximum Lawful Rate. If at any time thereafter sum of (i) two (2%) percent per annum plus (ii) the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal otherwise applicable to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In Loans (but in no event shall in excess of the total interest received maximum rate from time to time permitted by a Lender under this Agreement then applicable law), compounded monthly and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Ratepayable on demand.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding On the date that is thirty (30) days after the date hereof (the "INITIAL INTEREST PAYMENT DATE") and every thirty (30) days thereafter or if any such Advance shall be paid in full. date is not a Business Day, the immediately following Business Day (such dates together with the Initial Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to each an "ESCROW INTEREST PAYMENT DATE"), if the Escrow Break Date (as defined in Section 10(a) hereof) will not occur by such Escrow Interest Payment Date, (i) a prepayment Parent shall make or cause to be made by each Escrow Interest Payment Date an irrevocable deposit to the Account in accordance with Section 2.3(bUnited States dollars of an amount so as to be sufficient to redeem, on the date that is thirty two (32) or days after such Escrow Interest Payment Date, the Notes for cash at the Special Redemption Price (which amount shall be, for any 30-day period, $1,406,458.33, and for any day $46,881.94), less any interest accrued in the Account since the immediately preceding Escrow Interest Payment Date (each an "INTEREST PAYMENT") and (ii) a repayment duly authorized representative of each of the Issuers shall by such Escrow Interest Payment Date deliver to the Escrow Agent and the Trustee a certificate in accordance with Section 2.4(b). the form attached hereto as Exhibit A-2 stating that (bA) Interest Rates shall be determined Parent has made the irrevocable deposit described by the Administrative Agent preceding clause (i) and (B) if the amounts so deposited are invested in accordance with the definitions thereofIssuers' instructions, the terms and conditions of Section 1(d)(i) with respect to the investment of funds in the Account will upon deposit be met with respect to any funds deposited pursuant to clause (i). Trustee shall provide to Parent and the Administrative Agent shall advise the Servicer, on behalf Issuers a written calculation of the Borroweramount of interest accrued in the Account since the immediately preceding Escrow Interest Payment Date through and including the Escrow Interest Payment Date with respect to which such calculation is made, of each calculation thereof. (c) If any Managing Agentwhich amount shall be provided by the Escrow Agent to the Trustee, on behalf together with the amount of the applicable LendersInterest Payment to be deposited by Parent not less than two Business Days prior to each such Escrow Interest Payment Date, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurredwhich calculation shall, the Administrative Agent shall in turn so notify the Borrowerabsent manifest error, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement binding on Parent and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateIssuers.

Interest Payments. (a) Interest shall accrue on the principal amount of each Advance outstanding during each Settlement Interest Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of with respect to such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Interest Period and be payable on the Advances Outstanding on each Payment DateDate in accordance with Section 2.8, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)this Agreement. (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing AgentSubject to Section 2.11, on behalf of the applicable Lenders, shall notify if (A) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that a Eurodollar Disruption Event as described in clause (a) of the Adjusted Term SOFR Rate cannot be determined pursuant to the definition thereof or (B) the Required Lenders determine that for any reason in connection with any request for a borrowing of “Eurodollar Disruption Event” has occurreda SOFR Advance (or a conversion thereto or a continuation thereof) that the Adjusted Term SOFR Rate for the applicable Interest Period with respect to a proposed Advance does not adequately and fairly reflect the cost to such Lenders of funding such Advance, and the Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (A) and (B), on or prior to the first day of any Interest Period, the Administrative Agent shall in turn will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, whereupon all any obligation of the Lenders to make or continue Advances in respect bearing interest at a rate based upon the Adjusted Term SOFR Rate shall be suspended (to the extent of which the affected Interest accrues at the LIBO Rate plus the Applicable Margin Periods) and such Advance shall immediately be converted into Advances in respect of which Interest accrues accrue interest at the Base Rate plus the Applicable MarginMargin until the Administrative Agent revokes such notice. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate. (e) The interest rate on Advances may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, the Adjusted Term SOFR Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, the Adjusted Term SOFR Rate or Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, the Term SOFR Reference Rate, Term SOFR, the Adjusted Term SOFR Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR, the Adjusted Term SOFR Rate or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use or administration of Term SOFR.

Interest Payments. Notwithstanding anything to the contrary in the Credit Agreement, Last Out Lender and the First Out Lender (acollectively, the “Credit Agreement Lenders”) and Administrative Agent agree that all payments of interest (each, an “Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest Payment”) on the unpaid principal amount of each Advance any First Out Lender’s Loans (such “First Out Lender’s Unpaid Principal”) accrued pursuant to Section 2.7(a) of the Credit Agreement and delivered by the Company (or by any Guarantor or other Person on behalf of the Company) to Administrative Agent’s Account for the period commencing account of the Lenders shall be allocated and paid as follows: LA1:#6376888v12 (a) to such First Out Lender for interest bearing on and including the Funding Date of such Advance until but excluding First Out Xxxxxx’s Unpaid Principal from the date that such Advance shall be paid made through repayment (the interest accrued on First Out Lender Loans in full. Interest shall accrue during each Settlement Period and be payable on accordance with this Section 1(a), the Advances Outstanding on each Payment Date“First Out Lender Interest”), unless earlier paid pursuant to in an amount equal to: (i) if a prepayment in accordance with Section 2.3(bBase Rate Loan, (x) or such First Out Lender’s Unpaid Principal multiplied by (y) the First Out Base Rate plus the First Out Lender Applicable Margin (as defined below) plus during the continuance of an Event of Default, the First Out Lender Default Rate (as defined below); or (ii) if a repayment in accordance with Section 2.4(b).LIBOR Rate Loan, (x) the First Out Lender’s Unpaid Principal multiplied by (y) the First Out LIBOR Rate plus the First Out Lender Applicable Margin plus during the continuance of an Event of Default, the First Out Lender Default Rate; and (b) all remaining amounts of such Interest Rates shall be determined by Payment to the Administrative Agent Last Out Lenders in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereofproportion to their respective Last Out Lender Pro Rata Shares as additional interest. (c) If any Managing AgentFor the purposes hereof, on behalf of (i) the applicable Lenders“First Out Lender Applicable Margin” shall mean (A) with respect to Revolving Loans that are LIBOR Rate Loans, a rate per annum equal to three and three fourths percent (3.75%), and (B) with respect to Revolving Loans that are Base Rate Loans, a rate per annum equal to two and three fourths percent (2.75%); (ii) the “First Out Lender Default Rate” shall notify mean a rate per annum equal to two percent (2.0%); and (iii) the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption EventLast Out Lender Pro Rata Share” has occurredshall mean, with respect to each Last Out Lender, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. percentage obtained by dividing (dA) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be an amount equal to the Maximum Lawful Rate. If at any time thereafter sum of the rate Tranche A Term Loan Exposure and Tranche B Term Loan Exposure of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is that Lender by (B) an amount equal to the total interest that would have been received had Applicable Law not limited sum of the interest rate payable under this Agreement aggregate Tranche A Term Loan Exposure and Tranche B Term Loan Exposure of the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateLast Out Lenders.

Interest Payments. Interest on the Revolving Credit Loan, Competitive Bid Loan, and Swing Line Loan shall be paid as follows: (ai) Interest shall accrue be paid on each Advance during each Settlement Period the Revolving Credit Loan no later than on or before 1:00 p.m. (Nashville, Tennessee time) as follows: (A) on Advances calculated at the applicable Interest Rate. The Base Rate Option, all accrued interest shall be paid on a quarterly basis in arrears by Borrower shall pay Interest to Agent, with such payment to be made on the unpaid principal amount first Business Day following the end of each Advance for Fiscal Quarter, or if such day is not a Business Day, then on the period commencing next succeeding Business Day; (B) on and including Advances calculated at the Funding Date of such Advance until but excluding the date that such Advance LIBOR Option, all accrued interest shall be paid in full. Interest shall accrue during each Settlement Period and be payable arrears by Borrower to Agent on the last day of each Interest Rate Period, provided that for all Advances Outstanding at the LIBOR Option that have an Interest Rate Period in excess of three (3) months, accrued interest on such Advances shall also be paid on the last day of each Payment three (3) month period calculated from the initiation of such Interest Rate Period; and (C) on the Maturity Date, unless earlier paid pursuant the Borrower shall pay to (i) a prepayment in accordance with Section 2.3(b) or the Agent an amount equal to all accrued interest. (ii) a repayment All accrued interest on Advances under the Competitive Bid Loan shall be paid by Borrower to such Competitive Bid Lender on the last day of each Interest Rate Period, provided that for all Advances at the Competitive Bid Rate that have an Interest Rate Period in accordance with Section 2.4(b)excess of three (3) months, accrued interest on such Advances shall also be paid on the last day of each three (3) month period calculated from the initiation of such Interest Rate Period. (biii) Interest Rates All accrued interest on Advances under the Swing Line Loan shall be determined paid on a quarterly basis in arrears by Borrower to Agent for the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf benefit of the BorrowerSwing Line Lender, with such payment to be made on the first Business Day following the end of each calculation thereofFiscal Quarter, or if such day is not a Business Day, then on the next succeeding Business Day. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on On each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Quarterly Payment Date, unless earlier paid the Collateral Agent shall (as directed pursuant to (ithe first paragraph of this Section 2.04) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) transfer Interest Rates shall be determined Collections held by the Administrative Agent Account Bank in the Collection Account, in accordance with the definitions thereofCollateral Manager Report, to the following Persons in the following amounts, calculated as of the Determination Date immediately preceding any Payment Date, and priority (the Administrative Agent shall advise “Interest Collection Waterfall”): (i) (A) to Governmental Authorities (or any Affiliate of Borrower that has satisfied a liability of Borrower to a Governmental Authority on Borrower’s behalf) as directed by the Servicer, Collateral Manager (on behalf of the Borrower) in the Collateral Manager Report for the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of each calculation thereof.the Borrower; provided that the aggregate amounts payable under this clause (A) shall not exceed the Tax Expense Cap USActive 60058040.860058040.11 -69- (cA) If so long as no Unmatured Event of Default, an Event of Default or Collateral Manager Termination Event has occurred and is continuing, to the Collateral Manager, in payment of all accrued and unpaid Collateral Management Fees, if payable pursuant to the definition thereof, including any Managing AgentCollateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds, on behalf except, in each case, to the extent that the Collateral Manager elects to defer such current or previously due Collateral Management Fee and (B) after the occurrence and during the continuance of an Unmatured Event of Default, an Event of Default or a Collateral Manager Termination Event, at the applicable Lenders, shall notify election of the Administrative Agent that a Eurodollar Disruption Event as in its sole discretion, any amounts described in the foregoing clause (aA) of shall be payable pursuant to paragraph (xii) below; (iii) to the definition of “Eurodollar Disruption Event” has occurredAdministrative Agent, all accrued and unpaid fees, expenses and other amounts payable by the Borrower to the Administrative Agent shall in turn so notify for its own account under the BorrowerTransaction Documents; (iv) pro rata, whereupon all to each Lender, any accrued and unpaid Yield on the Advances in respect of which Interest accrues at Outstanding, the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. Unused Fee due to such Lender, and any Breakage Fees and Prepayment Fees payable to such Lender; (dv) Anything in this Agreement or the other Transaction Documents to the contrary notwithstandingLenders (or related indemnified parties), if at any time the rate of interest all accrued and unpaid fees, expenses and other amounts payable by any Person the Borrower to such Persons under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law Documents; (the “Maximum Lawful Rate”), then, vi) to pay Permitted RIC Distributions; (vii) (A) so long as no Event of Default has occurred and is continuing, to repay the Maximum Lawful Rate would be exceededAdvances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause, and (B) if an Event of Default has occurred and is continuing to repay the rate Advances Outstanding until paid in full; (viii) during the Amortization Period, to pay principal of interest under this Agreement and the Transaction Documents shall be Advances of each Lender (based on each Lender’s Pro Rata Share) in an amount equal to the Maximum Lawful Rate. If at any time thereafter Mandatory Amortization Amount for the rate related Payment Date; (ix) to the payment or application of interest payable amounts referred to in paragraph (i) above (in the same order of priority specified therein), to the extent not paid in full pursuant to the provisos under this Agreement and such paragraph; (x) for deposit into the Transaction Documents is less than Unfunded Reserve Account until the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is amounts on deposit therein are equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.Unfunded Reserve Required Amount; USActive 60058040.860058040.11 -70-

Interest Payments. Interest (aincluding Additional Interest, if any) on the Notes will accrue from the most recent date to which interest has been paid or provided for on the Notes or, if no interest has been paid, from November 18, 2013, through the day before each Interest Payment Date. Interest on any Note that is payable (including Additional Interest, if any), and is punctually paid or duly provided for, on any applicable Interest Payment Date shall accrue on each Advance during each Settlement Period be paid to the Person in whose name that Note is registered at the applicable Interest Rate. The Borrower shall pay Interest Close of Business on the unpaid principal amount Regular Record Date immediately preceding the related Interest Payment Date for such interest at the office or agency of each Advance the Company maintained for the period commencing such purpose. Each installment of interest payable in cash on and including the Funding Date of such Advance until but excluding the date that such Advance any Note shall be paid in fullsame-day funds by transfer to an account maintained by the payee located inside the United States, if the Trustee shall have received proper wire transfer instructions from such payee not later than the related Regular Record Date or, if no such instructions have been received, by check drawn on a bank in the United States mailed to the payee at its address set forth on the Registrar’s books. In the case of a Global Note, interest payable on any applicable Interest shall accrue during each Settlement Period and Payment Date will be paid by wire transfer of same-day funds to the Depositary for the purpose of permitting such party to credit the interest received by it in respect of such Global Note to the accounts of the beneficial owners thereof. If Additional Interest or Contingent Interest is payable on the Advances Outstanding Notes, the Company shall provide an Officer’s Certificate to the Trustee on or before the Regular Record Date for each Interest Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Date such Additional Interest Rates shall be determined by is payable setting forth the Administrative Agent in accordance with the definitions thereof, accrual period and the Administrative Agent shall advise amount of such Additional Interest or Contingent Interest in reasonable detail. The Trustee may provide a copy of such Officer’s Certificate or other notice received from the Servicer, on behalf Company relating to Additional Interest or Contingent Interest to any Holder upon request. Unless and until a Responsible Officer of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of Trustee receives at the applicable Lenders, shall notify the Administrative Agent that Corporate Trust Office such a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurredcertificate, the Administrative Agent shall in turn so notify Trustee may assume without inquiry that no such Additional Interest or Contingent Interest is payable. If the Borrower, whereupon all Advances in respect of which Company has paid Additional Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which or Contingent Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents directly to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceededPersons entitled to it, the rate of interest under this Agreement and the Transaction Documents Company shall be equal deliver to the Maximum Lawful Rate. If at any time thereafter Trustee an Officer’s Certificate setting forth the rate particulars of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Ratepayment.

Interest Payments. (a) Interest shall accrue on each Advance and each Swingline Advance during each Settlement Accrual Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance and Swingline Advance for the period commencing on and including the Funding Date of such Advance until and Swingline Advance through but excluding the date that such Advance and Swingline Advance shall be paid in full. Interest shall accrue during each Settlement Accrual Period and be payable on the Advances Outstanding each Advance and Swingline Advance on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) 2.4 or (ii) a reimbursement or repayment in accordance with Section 2.4(b)2.5 or Section 2.7, as applicable. (b) The Deal Agent shall determine the CP Rate and Interest Rates shall (including unpaid Interest, if any, due and payable on a prior Payment Date) to be determined paid by the Administrative Agent in accordance Borrower with respect to each Advance and Swingline Advance on each Payment Date for the definitions thereof, Accrual Period and the Administrative Agent shall advise the Servicer, Servicer on behalf of the Borrower, of Borrower thereof three (3) Business Days prior to each calculation thereofPayment Date. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender an Investor under this Agreement and the Transaction Documents exceed the amount that such Lender Investor could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Closing Date at the Maximum Lawful Rate.

Interest Payments. (ai) Interest shall accrue on the Loan, as more particularly provided for in this clause (c), and shall be due and payable monthly in arrears on the 15th day of the month following the month in respect of which such interest accrued, provided that all accrued and unpaid interest on the Maturity Date shall be due on the Maturity Date. Subject to the accrual of interest on the Loan after the occurrence of a Default or Event of Default, as more particularly provided in this clause (c), the Monthly Average Weighted Loan Balance in respect of the Loan for each Advance during each Settlement Period calendar month shall bear interest at a rate per annum equal to the applicable Interest Rate. The Borrower Interest shall pay Interest be calculated on the unpaid principal amount basis of each Advance for the actual days elapsed over a period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or 360 day year. (ii) a Each Lender's Pro Rata Share of an Advance shall bear interest as of the date of such Lender's wiring of funds thereof (or as otherwise provided with respect to an Interest Advance under Section 2.4(c) hereof) through the date of the receipt by such Lender of the repayment thereof (if the repayment of all or any portion of such Lender's Pro Rata Share of the principal amount thereof is received by such Lender later than 12:00 pm, Eastern time, then interest accrual thereon shall be through the next Business Day following such receipt). After the occurrence of an Event of Default or after the Maturity Date (if the aggregate outstanding principal balance of the Loan and any other sums due under any Security Document is not paid in accordance with Section 2.4(bfull on the Maturity Date) or the maturity date of any Project Advances (if the aggregate outstanding principal balance of such Project Advances is not paid in full on such maturity date), each Lender's Pro Rata Share of such aggregate outstanding principal balance of the Loan will bear interest at the Default Rate. (biii) The Borrower hereby requests the Lenders (such request to be deemed a standing request unless rescinded in writing by the Borrower), and hereby authorizes the Lenders, to make an advance (each such advance is referred to herein as an "Interest Rates Advance") to it on the 15th day of each calendar month in an amount equal to the lesser of (A) the amount of accrued interest due and payable on such day to the Lenders and (B) an amount, which when added to the aggregate outstanding principal amounts of all prior Advances made by the Lenders would not exceed $55,000,000, and the Lenders agree, subject only to the lack of existence of a Default or Event of Default, to extend their respective Pro Rata Shares of each such Interest Advance to the Borrower, provided that all of the proceeds of each such Pro Rata Share shall be determined used by the Lender related to such Pro Rata Share for the sole purpose of satisfying (in whole or part, as the case may be) the accrued interest due and payable on such 15th day of such month and the Borrower hereby irrevocably authorizes and instructs such use. To the extent that the amount of any such Advance is insufficient to pay in full the amount of such interest due and payable on such 15th day of such month or no such Interest Advance is made, the Borrower shall pay, on such 15th day, the balance of interest due and payable on such 15th day. In connection with any such Interest Advance, the Borrower shall deliver to the Administrative Agent title insurance endorsements to the Title Insurance Policy {Blanket} in accordance with respect of all Projects in form and substance reasonably satisfactory to the definitions thereofAdministrative Agent whereby the effective date of such Title Insurance Policy {Blanket} shall be made the date of such Interest Advance, and all exclusions and/or exceptions not satisfactory to the Administrative Agent shall advise have been removed or appropriate endorsements in respect thereof shall have been obtained; such Title Insurance Policy {Blanket} shall be in an amount not less than the Servicer, on behalf sum of the Borrower, principal amount of each calculation thereofthe Loan outstanding after giving effect to such Interest Advance. All premiums in respect of such endorsement to such Title Insurance Policy {Blanket} shall have been paid in full and evidence thereof shall have been delivered to the Administrative Agent. (civ) If any Managing AgentThe Borrower and each Lender intend to comply at all times with applicable usury laws. All agreements between the Borrower and such Lender, on behalf whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of demand or acceleration of the applicable Lendersmaturity of any Note or otherwise, shall notify the Administrative Agent that a Eurodollar Disruption Event as described interest contracted for, charged, received, paid or agreed to be paid to such Lender exceed the maximum amount permissible under applicable law (the "Maximum Rate"). Each Lender may, in clause (a) determining the Maximum Rate in effect from time to time, take advantage of the definition of “Eurodollar Disruption Event” has occurredany law, the Administrative Agent shall rule or regulation in turn so notify the Borrower, whereupon all Advances in respect of effect from time to time available to such Lender which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at exempts such Lender from any time limit upon the rate of interest it may charge or grants to such Lender the right to charge a higher rate of interest than that otherwise permitted by applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to a Lender in excess of the Maximum Rate, the interest payable to such Lender shall be reduced to the Maximum Rate; and if from any circumstance such Lender shall ever receive anything of value deemed interest by applicable law in excess of the Maximum Rate, an amount equal to any Person excessive interest shall be applied to the reduction of the principal of the Pro Rata Share of the Loan allocable to such Lender hereunder and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of such Pro Rata Share of the Loan, such excess shall be refunded to the Borrower by such Lender. All interest paid or agreed to be paid to a Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal so that the interest on the portion of the Loan allocable to such Lender for such full period shall not exceed the Maximum Rate for such Lender. The Borrower agrees that in determining whether or not any interest payment under this Agreement and the Transaction Security Documents exceeds the highest rate Maximum Rate for a Lender, any non-principal payment (except payments specifically described in the Security Documents as "interest") including without limitation, fees and late charges, shall to the maximum extent not prohibited by law, be an expense, fee or premium rather than interest in respect of such Lender. Each Lender hereby expressly disclaims any intent to contract for, charge or receive interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as in an amount which exceeds the Maximum Lawful Rate would be exceededfor such Lender. The provisions of this Agreement, the rate Notes, and all other Security Documents are hereby modified to the extent necessary to conform with the limitations and provisions of interest under this Agreement paragraph, and this paragraph shall govern over all other provisions in any document or agreement now or hereafter existing. This paragraph shall never be superseded or waived unless there is a written document executed by each Lender and the Transaction Documents Borrower, expressly declaring the usury limitation set forth in this paragraph to be null and void, and no other method or language shall be equal effective to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under supersede or waive this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rateparagraph.

Interest Payments. (a) Interest shall accrue on each Advance outstanding during each Settlement Interest Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Interest Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b)this Agreement. (b) Interest Rates shall be determined by the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Adjusted Term SOFR Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin; provided, that if at any time after the occurrence and during the continuance of a Disruption Event, the Base Rate shall, for a period of ten (10) consecutive days, be greater than a Lender’s actual cost of funds in respect of its Advances hereunder, then all Advances of such Lender in respect of which Interest would accrue at the Base Rate plus the Applicable Margin in accordance with this clause (c) shall accrue Interest at an effective rate of interest equal to such Lender’s actual cost of funds in respect of such Advances plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. Interest for the first four interest payment periods beginning on the Issue Date, shall, at the Company’s option, be paid either by (a) PIK Interest shall accrue on each Advance during each Settlement Period at (as defined below); provided that no PIK Interest may be paid for any interest period if the applicable Interest Rate. The Borrower shall pay Interest payment of interest on the unpaid principal amount New Senior Spectrum Secured Convertible Notes or any debt incurred under clauses (2) and (3) of the covenant set forth under Section 4.08 during such period is made in cash, or (b) by paying the interest in cash, in each Advance for the period commencing on case at a rate of 6.75% per annum. Interest from and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and fifth interest payment period (which will be payable on the Advances Outstanding on each Payment DateMay 30, unless earlier paid pursuant to (i2027) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Interest Rates and thereafter, shall be determined by the Administrative Agent payable solely in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf cash at a rate of the Borrower, of 6.75% per annum. For each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances interest period in respect of which the Company elects to pay the interest on the EchoStar Exchange Notes as PIK Interest, such PIK Interest accrues at on the LIBO Rate plus EchoStar Exchange Notes will be payable (x) with respect to EchoStar Exchange Notes represented by one or more Global Notes registered in the Applicable Margin shall immediately be converted into Advances in respect name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents outstanding Global Notes by an amount equal to the contrary notwithstandingamount of PIK Interest for the applicable interest period (rounded up to the nearest whole Dollar) and (y) with respect to EchoStar Exchange Notes represented by certificated notes, if at by issuing EchoStar Exchange Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest whole Dollar) (in each case (x) and (y), a “PIK Interest” and any time the rate payment of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the PIK Interest, a “Maximum Lawful RatePIK Payment”), thenand the Trustee will, so long at the written direction of the Company, authenticate and deliver such EchoStar Exchange Notes in certificated form for original issuance to the Holders on the relevant record date, as shown by the Maximum Lawful Rate would be exceededrecords of the register of Holders. Notwithstanding anything in this EchoStar Exchange Notes Indenture to the contrary, the rate payment of accrued interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total (including interest that would be PIK Interest when paid) in connection with any redemption of the EchoStar Exchange Notes as described under Section 3.07, Section 3.08 and Section 4.14 hereof shall be made solely in cash. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the applicable interest payment date and will otherwise have been received had Applicable Law not limited identical terms to the interest rate payable Initial Notes. Any increase in the principal amount of the outstanding EchoStar Exchange Notes as a result of a payment of PIK Interest shall be permitted under this Agreement EchoStar Exchange Notes Indenture and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful RateEchoStar Exchange Notes.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.4(b). (b) Each Managing Agent other than a Non-Conduit Lender shall determine (in accordance with information provided by the relevant CP Lender and/or Committed Lenders in the related Lender Group, as applicable) its estimate of the Interest Rates (including unpaid Interest, if any due and payable on a prior Payment Date) to be paid to the Lenders in the applicable Lender Group on each Payment Date for the related Settlement Period and shall be determined by advise the Administrative Agent in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, thereof three (3) Business Days prior to each Payment Date. Upon receipt of such information, the Servicer shall promptly notify each calculation thereofNon-Conduit Lender whether any CP Lender shall be earning a CP Rate in respect of its portion of Advances and (i) if a CP Lender is earning a CP Rate in respect of its portion of Advances, what the CP Rate imputed to the portions of Advances made by the Committed Lender member of the Lender Group for which such Non-Conduit Lender acts as Managing Agent shall be calculated in accordance with clause (b) of the definition of Interest Rate and (ii) if no CP Lender is earning a CP Rate in respect of its portion of Advances, what the Alternative Rate is for such Settlement Period. In the event that any Managing Agent’s, CP Lender’s or Committed Lender’s, as applicable, estimate of the Interest payable for a related Settlement Period is different from the actual amount of Interest for such Settlement Period, the Managing Agent shall increase or decrease its estimate of Interest for the next succeeding Settlement Period by the amount of such difference, plus Interest thereon, if applicable. Failure to set aside any amount so accrued shall not relieve the Borrower or the Servicer on behalf of the Borrower of its obligation to remit or cause the Servicer to remit Collections to the Administrative Agent with respect to such accrued amount as and to the extent provided in Section 2.8. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable MarginRate. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. 1. By 5:00 p.m. CDET/CET time on a Payment Date, Acupay will release to the issuer PDF copies of all Tax Certificates which have been properly verified and to the issuer and the Paying Agent the final Report to the Paying Agent (a) Interest shall accrue on each Advance during each Settlement Period at which will include the applicable Interest Rateresults of a calculation of the portion of the positions held via Euroclear which should be paid gross of Spanish withholding tax in accordance with the Tax Certifications received by Acupay and submitted to the issuer). The Borrower shall pay Interest issuer has authorized the Paying Agent to rely on the unpaid principal amount of each Advance for final Report to the period commencing on and including Paying Agent in order to make the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding specified payments on each Payment Date. However, unless earlier paid pursuant the issuer may direct the Paying Agent to make interest payments on the notes in a manner different from that set forth in the final Report to the Paying Agent if the issuer determines that there are any inconsistencies with the Tax Certificates provided or any information set forth therein that is, to the issuer’s knowledge, inaccurate and provides notice of such determination in writing to the Paying Agent prior to 5:30 p.m. CDET/CET time on the relevant Payment Date. 2. Acupay will forward original paper Tax Certificates it receives for receipt by the issuer no later than the 18th calendar day of the month immediately following each Payment Date. Acupay shall maintain records of all Tax Certificates (iand other information received through the Acupay System) a prepayment in accordance with Section 2.3(bfor the longer of (x) five years from the date of delivery thereof or (iiy) five years following the final maturity or redemption of the notes, and shall, during such period, make copies of such records available to the issuer at all reasonable times upon request. In the event that the issuer notifies Acupay in writing that it is the subject of a repayment tax audit, Acupay shall maintain such duplicate backup copies until the relevant statute of limitations applicable to any tax year subject to audit expires. 3. By 7:00 p.m. CDET/CET time on each Payment Date the Paying Agent will pay DTC the aggregate interest to be distributed on the notes on the Payment Date. Such amount will include all amounts referred to in accordance with Section 2.4(bthe final Report to the Paying Agent (which shall include all amounts embraced in the Final Coupon Payment Report). (b) Interest Rates shall be determined by the Administrative Agent 4. On each relevant Payment Date, Euroclear will credit interest payments to its participants in accordance with the definitions thereof, and the Administrative Agent shall advise the Servicer, on behalf of the Borrower, of each calculation thereofFinal Coupon Payment Report. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Rate.

Interest Payments. (a) Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate. The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full. Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment On each such Interest Date, from and after the Fourth Amendment Effective Date, Borrowers shall, with respect to interest at the PIK Interest Rate, as set forth below, accrue and capitalize the PIK Amounts to the outstanding principal of the Existing Term Loan. On each Interest Date, the then outstanding principal on the Existing Term Loan shall be increased by an amount (the “PIK Amount”) equal to the PIK Interest Rate. (ii) On each such Interest Date, Borrowers shall, with respect to interest at the PIK Interest Rate, as set forth below, accrue and capitalize the Priority PIK Amounts to the outstanding principal of the Priority Term Loan A. On each Interest Date, the then outstanding principal on the Priority Term Loan A shall be increased by an amount (the “Priority PIK Amount”) equal to the Priority PIK Interest Rate. (iii) Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. (iv) Notwithstanding subclauses (i) and (ii) hereof, no earlier than five (5) Business Days following the date on which Borrower’s financial statements have been delivered in accordance with Section 2.3(b7.01(b), commencing with the Fiscal Quarter ending December 31, 2016, Borrowers shall pay from Excess Cash Flow for such Fiscal Quarter a quarterly interest payment in cash, to the extent permitted under the Intercreditor Agreement, in the amount not exceeding the lesser of (x) or (ii) a repayment the amount of quarterly accrued interest in arrears at the PIK Interest Rate on the Term Loans for such prior Fiscal Quarter computed in accordance with Section 2.4(b)2.07(a)(i) and (ii) hereof, or (y) seventy-five percent (75%) of Excess Cash Flow for such Fiscal Quarter. (bv) Interest Rates Concurrently, and only to the extent not duplicative of any certificate provided under Section 2.05(b)(v)(B), with any payment of cash interest pursuant to Section 2.07(b)(iv), the Borrowers shall be determined by deliver to the Administrative Agent a certificate of a Responsible Officer thereof demonstrating the calculation of the amount of the Excess Cash Flow and interest computed in accordance with Sections 2.07(a)(i) and (ii) hereof. In the definitions thereof, and event the Administrative Agent shall advise the Servicer, on behalf amount of the Borrower, of each calculation thereof. (c) If any Managing Agent, on behalf of the applicable Lenders, shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBO Rate plus the Applicable Margin shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate plus the Applicable Margin. (d) Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents Excess Cash Flow is less than the Maximum Lawful Rateamount of interest computed in accordance with Sections 2.07(a)(i) and (ii) hereof and Borrower shall subsequently determine that the actual amount of such Excess Cash Flow exceeded the amount set forth in such certificate, the Borrowers shall promptly make an additional payment out of such excess to satisfy any deficiency of interest due and payable under Section 2.07(b)(iv) to the extent permitted under the Intercreditor Agreement, and the Borrowers shall concurrently therewith deliver to the Agent a certificate of a Responsible Officer thereof demonstrating the derivation of such excess. (vi) In the event any cash payments made pursuant to this Section 2.07(b) are less than the amount of quarterly accrued interest at the PIK Interest Rate on the Term Loans for such prior quarterly period computed pursuant to Section 2.07(a)(i) and (ii) hereof, such Person cash payments shall continue be applied to pay (a) first, accrued interest under this Agreement and for such period on the Transaction Documents at the Maximum Lawful Rate Priority Term Loan A until such time amount is paid in full, and (b) second, accrued interest for such period on the Existing Term Loan. (vii) The Second Lien Agent, in its sole discretion, may elect to recharacterize all or any portion of any cash payment of interest in accordance with subclauses (iv) and (vi) hereof as a repayment of principal on the total Term Loans, in which case, any such cash payments of interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event so recharacterized shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Effective Date at the Maximum Lawful Ratebe applied in accordance with Section 2.05(b)(vii).