Common use of Interest Rate and Payments of Interest Clause in Contracts

Interest Rate and Payments of Interest. Each Base Rate Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate, which rate shall change contemporaneously with any change in the Base Rate. If the Adjusted LIBOR Rate is selected, the Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the Adjusted LIBOR Rate plus an amount to be determined based upon management-generated operating results for the preceding quarter and payable using the following calculations (which will be submitted to the Bank within fifteen (15) days from the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than three percent (3%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (5%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported to the BANK, and the effect of such difference would cause the Interest Rate as calculated pursuant to this Section 2.7 to be increased or decreased, then the amount payable or to be credited as interest in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER at the time of the next payment due in connection with the Note. Such interest shall be payable for each Interest Period on the last day thereof, whether at maturity, by reason of acceleration or otherwise, provided that, if such Interest Period is ninety (90) days or longer, interest shall be payable at intervals not to exceed ninety (90) days after the first day thereof.

Interest Rate and Payments of Interest. Each Base Rate Loan shall bear (A) Except as otherwise provided under Section 2.06(B), interest on the principal balance of the Loan from time to time outstanding principal will be payable at the Note Rate (the "Rate") set forth in the Note. (B) All agreements among the Borrower, the Guarantor and the Bank are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount thereof at a rate per annum equal paid or agreed to be paid to the Base RateBank for the use or the forbearance of the indebtedness evidenced hereby or by the Note exceed the maximum permissible under applicable law. As used herein, which rate the term "applicable law" shall change contemporaneously with any mean the law in effect as of the date hereof provided, however that in the event there is a change in the Base Rate. If the Adjusted LIBOR Rate is selected, the Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the Adjusted LIBOR Rate plus an amount to be determined based upon management-generated operating results for the preceding quarter and payable using the following calculations (law which will be submitted to the Bank within fifteen (15) days from the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal higher permissible rate of interest, then this Agreement and the Note shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of Borrower and Bank in the execution, delivery and acceptance of this Agreement and the Note to or greater than three percent (3%), than the Interest Rate payable contract in connection strict compliance with the Loan will be equivalent laws of The Commonwealth of Massachusetts from time to Adjusted LIBOR Rate plus two percent (2%); b) In time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof, of the event that Consolidated Net Income before taxes results in a sales margin equal to Note or greater than five percent (5%), than of any of the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported to the BANK, and the effect of such difference would cause the Interest Rate as calculated pursuant to this Section 2.7 to be increased or decreased, then the amount payable or to be credited as interest in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER Ancillary Documents at the time of performance of such provision shall be due, shall involve transcending the next payment due in connection with limit of such validity prescribed by applicable law, then the Note. Such obligation to be fulfilled shall automatically be reduced to the limits of such validity, and if under or from circumstances whatsoever the Bank should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be payable for each Interest Period on applied to the last day thereof, whether at maturity, by reason reduction of acceleration or otherwise, provided that, if such Interest Period is ninety (90) days or longer, interest shall be payable at intervals the principal balance evidenced hereby and not to exceed ninety (90) days after the first day thereofpayment of interest. This provision shall control every other provision of all agreements between Borrower and the Bank.

Interest Rate and Payments of Interest. Each Base (A) Interest shall be charged and paid on Loans as follows: (1) For a Floating Rate Loan shall bear interest on Loan, at a floating rate per annum equal to the outstanding principal amount thereof Index Rate minus the Applicable Index Margin, said rate to change contemporaneously with any change in the Index Rate. (2) For a Eurodollar Loan, at a rate per annum equal to the Base RateLIBOR Rate plus the Applicable LIBOR Margin in accordance with the Table attached hereto as Schedule I, which said rate shall change contemporaneously with any change to adjust to reflect changes in the Base Rate. If the Adjusted LIBOR Rate is selectedor the Applicable LIBOR Margin. (3) The Borrower shall pay to the Banks, if and so long as any Banks shall be required under regulations of the Loan shall bear Board of Governors of the Federal Reserve System, to maintain reserves with respect to liabilities or assets consisting of or including Eurodollar Liabilities, additional interest on the outstanding unpaid principal amount thereof for of each Interest Period applicable thereto Eurodollar Loan, from the date of such advance until such principal amount is paid in full, at a an interest rate per annum equal at all times to the Adjusted remainder obtained by subtracting (i) the LIBOR Rate plus an amount the Applicable LIBOR Margin for the Eurodollar Interest Period from (ii) the rate obtained by dividing the LIBOR Rate plus the Applicable LIBOR Margin by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such Eurodollar Interest Period, payable on each date on which interest is payable. Such additional interest shall be determined based upon managementby each Bank, which shall so notify Borrower thereof. (4) The interest for Floating Rate Loans and Eurodollar Loans shall be computed on the basis of a 360-generated operating results for day year, counting the preceding quarter actual number of days elapsed, and shall be due and payable using without notice (i) monthly in arrears on the following calculations first day of each consecutive month commencing January 1, 1998, in the case of Floating Rate Loans, and (which will be submitted to the Bank within fifteen (15ii) days from at the end of the applicable Eurodollar Interest Period for each quarter):Eurodollar Loan. a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than three percent (3%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (5%)) Notwithstanding the foregoing, than upon the Interest occurrence and continuation of an Event of Default, interest may be charged at the Default Rate payable set forth in connection with the Loan will Notes, if the Majority Banks have so elected, but regardless of whether the Majority Banks have elected to exercise any other remedies under Section 6 hereof, including without limitation acceleration of the maturity of the outstanding principal of the Notes. All such interest shall be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported to the BANK, and the effect of such difference would cause the Interest Rate as calculated pursuant to this Section 2.7 to be increased or decreased, then the amount payable or to be credited as interest in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER paid at the time of and as a condition precedent to the next payment due in connection with curing of any such default to the Note. Such extent any right to cure is given. (B) If, at any time, the interest rate payable under the Notes shall be payable deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of interest permitted by any applicable Laws, for each Interest Period on the last day thereofsuch time as such interest rate would be deemed excessive, whether at maturity, by reason of acceleration or otherwise, provided that, if such Interest Period is ninety (90) days or longer, interest its application shall be payable at intervals not to exceed ninety (90) days after suspended and there shall be charged instead the first day thereofmaximum rate of interest permissible under such Laws.

Interest Rate and Payments of Interest. Each Base (A) Except as otherwise provided under § 1.08(B), interest on the principal balance of the Loan from time to time outstanding will be payable in monthly installments (as set forth in the Note) at an interest rate prior to maturity equal to the greater of (i) a floating rate of one percentage point (1%) above The Wall Street Journal Prime Rate Loan per annum based on a 360 day year and the actual number of days elapsed, or (ii) a floor interest rate of four and one-fourth percent (4.25%) per annum based on a 360 day year and the actual number of days elapsed (the greater interest rate is referred to herein as the “Applicable Interest Rate”). All past due principal and interest shall bear interest on the outstanding principal amount thereof at a rate per annum which is equal to the Base Rate, highest lawful rate from maturity until paid. Notwithstanding the foregoing provisions concerning the rate at which rate shall change contemporaneously with any change in the Base Rate. If the Adjusted LIBOR Rate is selected, the Loan shall bear interest accrues on the outstanding principal amount thereof balance of the Note, at no time shall the Applicable Rate exceed the highest lawful rate of interest that may be charged, received or contracted for each under any applicable law. Accordingly, if at any time the Applicable Interest Period applicable thereto at a Rate exceeds the highest lawful rate, the rate per annum equal of interest to accrue on the Note shall be limited to the Adjusted LIBOR highest lawful rate, but if thereafter the Applicable Interest Rate plus an is less than the highest lawful rate, the rate of interest to accrue on the Note shall be the highest lawful rate until the total amount of interest accrued on the Note equals the amount of interest which would have accrued if the Applicable Interest Rate had at all times been in effect. (B) It is the intention of the parties hereto to be determined based upon management-generated operating results for the preceding quarter and payable using the following calculations (which will be submitted comply with all usury laws applicable to the Bank within fifteen (15) days from Loan. Accordingly, it is agreed that notwithstanding any provision contained in this Agreement or contained in any of the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than three percent (3%), than the Interest Rate payable other Loan Documents executed in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (5%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported to the BANKcontrary, and no such provision shall require the effect payment or permit the collection of such difference would cause interest in excess of the Interest Rate as calculated pursuant to this Section 2.7 to be increased maximum amount permitted by law. If any excess interest is provided for, contracted for, charged for or decreasedreceived, then the provisions of this paragraph shall govern and control and neither Borrower hereof nor any other party liable for the payment thereof shall be obligated to pay the amount payable of such excess interest. Any such excess interest which may have been collected shall be, at Bank's option, either applied as a credit against the then unpaid amount hereof or refunded to be credited as interest in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER at the time Borrower. The effective rate of the next payment due in connection with the Note. Such interest shall be payable automatically subject to reduction to the maximum lawful contract rate allowed under the usury laws as now or hereafter construed. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, charged for, or received under this Agreement which are made for each Interest Period on the last day thereofpurposes of determining whether such rate exceeds the maximum lawful rate, whether at maturityshall be made, to the extent permitted by law, by reason amortizing, prorating, allocating and spreading in equal parts during the full stated term of acceleration the Loan, all interest contracted for, charged for or otherwise, provided that, if such Interest Period is ninety (90) days received from Borrower or longer, interest shall be payable at intervals not to exceed ninety (90) days after the first day thereofotherwise by Bank.

Interest Rate and Payments of Interest. Each (A) Interest on Base Rate Loan Loans shall bear be calculated on the basis of a year of 365 or 366 days, as appropriate. Interest on LIBOR Loans shall be calculated on (i) In the absence of an election by the Borrower of the LIBOR Rate, or, having made such election but upon the Required Number of days prior to the end of the then current Interest Period the Borrower fails or is not entitled under the terms of this Agreement to elect to continue such Interest Rate and specify the applicable Interest Period therefor, then upon the expiration of such then current Interest Period, interest on the outstanding principal amount thereof Loans shall accrue for each day at the Floating Rate for such day, until the Borrower, pursuant to Section 2.06(B), elects a rate per annum equal to different Interest Rate and specifies the Base Rate, which rate Interest Period for the Loans. (ii) Interest accruing on any LIBOR Loan during any Interest Period shall change contemporaneously with any change in the Base Rate. If the Adjusted LIBOR Rate is selected, the Loan shall bear interest be payable on the outstanding principal amount thereof last Business Day of such then current Interest Period; provided, however, that with respect to LIBOR Loans for each which the Interest Period applicable thereto at a rate per annum equal selected by the Borrower pursuant to the Adjusted LIBOR Rate plus an amount to be determined based upon management-generated operating results for the preceding quarter and payable using the following calculations (which will be submitted to the Bank within fifteen (15Section 2.06(B) days from the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or is greater than three percent (3%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (5%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported to the BANK, and the effect of such difference would cause the Interest Rate as calculated pursuant to this Section 2.7 to be increased or decreased, then the amount payable or to be credited as interest in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER at the time of the next payment due in connection with the Note. Such interest shall be payable for each Interest Period on the last day thereof, whether at maturity, by reason of acceleration or otherwise, provided that, if such Interest Period is ninety (90) days or longermonths, interest shall be payable at intervals not to exceed ninety (90) days after quarterly on the last Business Day of such quarterly period with the first such quarterly period commencing on the first day of the applicable Interest Period with any remaining unpaid interest being due and payable on the last day of such Interest Period; provided further that all accrued interest on any LIBOR Loan converted or prepaid pursuant to Section 2.05 shall be paid immediately upon such prepayment or conversion. (B) By at least the Required Number of days prior to Closing, the Borrower shall select the initial Interest Rate to be charged on the Loans disbursed at the Closing and from time to time thereafter the Borrower may elect, on at least the Required Number of days' irrevocable prior written (or telephoned, promptly confirmed by written) notice to the Bank, an initial Interest Rate for any additional Loan, or to change the Interest Rate on any Loan to any other Interest Rate (including, when applicable, the selection of the Interest Period); provided that; (i) the Borrower shall not select an Interest Period that extends beyond the Termination Date; (ii) except as otherwise provided in Section 2.05 no such change from the LIBOR Rate to another Interest Rate shall become effective on a day other than the day, which must be a Business Day, next following the last day of the Interest Period last effective for such LIBOR Loan; (iii) any elections made by the Borrower pursuant to this Section 2.06(B) shall be in the amount of $100,000, plus any additional increment of $100,000; (iv) notwithstanding anything herein to the contrary, the Borrower may not make any election under (C) Interest on Base Rate Loans shall be paid monthly in arrears on the last day of each calendar month commencing with any month during which interest begins to accrue at the Floating Rate, as elected by Borrower pursuant to Section 2.06(B), and on the date the principal of such Loans shall be due (at stated maturity, on acceleration, or otherwise). (D) All Borrowing Base II Loans shall be Base Rate Loans and may not be LIBOR Loans. (E) Interest on past-due principal shall accrue at the greater of the applicable Floating Rate plus three percent (3.00%) or LIBOR plus five and three-quarters percent (5.75%) until such principal is paid in full, and shall be payable upon demand by the Bank. (F) The Bank shall notify the Borrower of the current Base Rate and of the current LIBOR Rate from time to time upon request by the Borrower. (G) It is the intention of the parties hereto to conform strictly to applicable usury laws as in effect from time to time. Accordingly, if any transactions contemplated hereby would be usurious under applicable Law (including the laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable), then, in that event, notwithstanding anything to the contrary in this Agreement, or any other agreement entered into in connection with this Agreement, it is agreed the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged, or received under this Agreement, or under any of the other aforesaid agreements or otherwise in connection with this Agreement shall under no circumstances exceed the Maximum Rate, and any excess shall be credited to the Borrower by Bank (or, if such consideration shall have been paid in full, such excess refunded to the Borrower by Bank). All sums paid, or agreed to be paid, to the Bank for use, forbearance, and detention of the indebtedness of the Borrower by the Bank shall, to the extent permitted by applicable laws, be amortized, pro rated, allocated, and spread throughout the full term of such indebtedness until such indebtedness is paid in full so that the actual rate of interest is uniform, but does not exceed the Maximum Rate, throughout the full term thereof.. If at any time the applicable Interest Rate, which shall be deemed for purposes of this Section 2.06(G), only, to include any other fees, charges, or other forms of consideration which constitute interest under applicable law that is contracted for, charged, or received under this Agreement or any other agreement entered into in connection with this Agreement, exceeds the Maximum Rate, the rate of interest to accrue pursuant

Interest Rate and Payments of Interest. Each Base Rate Loan (A) Interest shall bear be paid as follows: (1) Except as otherwise provided under Section 2.05(B), interest on the principal balance of each of the Loans from time to time outstanding principal will be payable at the rates of interest and in the manner set forth in each of the Notes. (2) Interest shall be calculated on the basis of a 360-day year, counting the actual number of days elapsed, and shall be payable monthly in arrears on the first day of each month and at maturity, whether by acceleration or otherwise. (B) All agreements between or among the Borrower, the Guarantor and the Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced by the Notes, this Agreement, or otherwise, shall the amount thereof at a rate per annum equal paid or agreed to be paid to the Base RateLender for the use or the forbearance of the indebtedness evidenced by the Notes, which rate this Agreement, or otherwise, exceed the maximum permissible under applicable law. As used herein, the term “applicable law” shall change contemporaneously with any mean the law in effect as of the date hereof provided, however that in the event there is a change in the Base Rate. If the Adjusted LIBOR Rate is selected, the Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the Adjusted LIBOR Rate plus an amount to be determined based upon management-generated operating results for the preceding quarter and payable using the following calculations (law which will be submitted to the Bank within fifteen (15) days from the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than three percent (3%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (5%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin higher permissible rate of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported to the BANK, and the effect of such difference would cause the Interest Rate as calculated pursuant to this Section 2.7 to be increased or decreasedinterest, then the amount payable Notes shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Borrower and the Lender in the execution, delivery and acceptance of the Notes and this Agreement to contract in strict compliance with the laws of The Commonwealth of Massachusetts from time to time in effect. If, under or to be credited as interest from any circumstances whatsoever, fulfillment of any provision hereof or of the Notes or any of the other Loan Documents or other financing instruments executed in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER herewith at the time of performance of such provision shall be due, shall involve transcending the next payment due in connection with limit of such validity prescribed by applicable law, then the Note. Such obligation to be fulfilled shall automatically be reduced to the limits of such validity, and if under or from circumstances whatsoever the Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be payable for each Interest Period on applied to the last day thereof, whether at maturity, reduction of the principal balances evidenced by reason of acceleration or otherwise, provided that, if such Interest Period is ninety (90) days or longer, interest shall be payable at intervals the Notes and not to exceed ninety (90) days after the first day thereofpayment of interest. This provision shall control every other provision of all agreements between or among the Borrower, the Guarantor and the Lender.

Interest Rate and Payments of Interest. Each Base (A) Interest on Index Rate Loan Loans shall bear interest be calculated on the basis of a year of 365 or 366 days, as appropriate. Interest on LIBOR Loans shall be calculated on the basis of a 360-day year, counting the actual number of days elapsed. Interest on the outstanding principal balance of the Loans shall accrue for each day at either the Floating Rate for such day or the LIBOR Rate for the Interest Period which includes such day, all as elected and specified (including specification as to length of Interest Period, as permitted by the definition of that term, with respect to any election of the LIBOR Rate) by the Borrower in accordance with Section 2.04(B); provided that: (i) In the absence of an election by the Borrower of the LIBOR Rate, or, having made such election but upon the Required Number of days prior to the end of the then current Interest Period the Borrower fails or is not entitled under the terms of this Agreement to elect to continue such Interest Rate and specify the applicable Interest Period therefor, then upon the expiration of such then current Interest Period, interest on the Loans shall accrue for each day at the Floating Rate for such day, until the Borrower, pursuant to Section 2.04(B), elects a different Interest Rate and specifies the Interest Period for the Loans. (ii) Interest accruing on any LIBOR Loan during any Interest Period shall be payable on the last Business Day of such then current Interest Period; PROVIDED, that all accrued interest on any LIBOR Loan converted or prepaid pursuant to Section 2.03 shall be paid immediately upon such prepayment or conversion. (B) By at least the Required Number of days prior to the advance of any Loan hereunder, Borrower shall select the initial Interest Rate to be charged on such Loan, and from time to time thereafter the Borrower may elect, on at least the Required Number of days' irrevocable prior written (or telephoned, promptly confirmed by written) notice to the Bank, to change the Interest Rate on any Loan to any other Interest Rate (including, when applicable, the selection of the Interest Period); PROVIDED that; (i) the Borrower shall not select an Interest Period that extends beyond the Termination Date; (ii) except as otherwise provided in Section 2.03 no such change from the LIBOR Rate to another Interest Rate shall become effective on a day other than the day, which must be a Business Day, next following the last day of the Interest Period last effective for such LIBOR Loan; (iii) any elections made by the Borrower pursuant to this Section 2.04(B) shall be in the amount thereof of $100,000, plus any additional increment of $100,000; (iv) notwithstanding anything herein to the contrary, the Borrower may not make any election under this Section 2.04(B) that would result in Loans outstanding at more than three (3) different LIBOR Rates without the written agreement of the Bank to do so; and (v) the first day of each Interest Period as to a LIBOR Loan shall be a Business Day. (C) Interest on Index Rate Loans shall be paid monthly in arrears on the first day of each calendar month commencing with any month during which interest begins to accrue at the Floating Rate, as elected by Borrower pursuant to Section 2.04(B), and on the date the principal of such Loans shall be due (at stated maturity, on acceleration, or otherwise). (D) Interest on past-due principal shall accrue at the greater of the applicable Floating Rate plus three percent (3.00%) or LIBOR plus five percent (5.00%) until such principal is paid in full, and shall be payable upon demand by the Bank. (E) The Bank shall notify the Borrower of the current Index Rate and of the current LIBOR Rate from time to time upon request by the Borrower. (F) It is the intention of the parties hereto to conform strictly to applicable usury laws as in effect from time to time. Accordingly, if any transactions contemplated hereby would be usurious under applicable Law (including the laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable), then, in that event, notwithstanding anything to the contrary in this Agreement, or any other agreement entered into in connection with this Agreement, it is agreed the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged, or received under this Agreement, or under any of the other aforesaid agreements or otherwise in connection with this Agreement shall under no circumstances exceed the Maximum Rate, and any excess shall be credited to the Borrower by Bank (or, if such consideration shall have been paid in full, such excess refunded to the Borrower by Bank). All sums paid, or agreed to be paid, to the Bank for use, forbearance, and detention of the indebtedness of the Borrower by the Bank shall, to the extent permitted by applicable laws, be amortized, pro rated, allocated, and spread throughout the full term of such indebtedness until such indebtedness is paid in full so that the actual rate of interest is uniform, but does not exceed the Maximum Rate, throughout the full term thereof. If at any time the applicable Interest Rate, which shall be deemed for purposes of this Section 2.04(F), only, to include any other fees, charges, or other forms of consideration which constitute interest under applicable law that is contracted for, charged, or received under this Agreement or any other agreement entered into in connection with this Agreement, exceeds the Maximum Rate, the rate of interest to accrue pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to the Maximum Rate, but any subsequent reductions in the Interest Rate otherwise provided for herein shall not reduce the interest to accrue pursuant to this Agreement below the Maximum Rate until the total amount of interest accrued pursuant to this Agreement equals the amount of interest that would have accrued if a varying rate per annum equal to the Base Rate, which rate shall change contemporaneously with any change otherwise applicable Interest Rate had at all times been in the Base Rateeffect. If the Adjusted LIBOR Rate total amount of interest paid or accrued pursuant to this Agreement under the foregoing provisions is selected, less than the Loan shall bear total amount of interest on the outstanding principal amount thereof for each Interest Period applicable thereto at that would have accrued if a varying rate per annum equal to the Adjusted LIBOR Rate plus an amount to be determined based upon management-generated operating results for the preceding quarter and payable using the following calculations (which will be submitted to the Bank within fifteen (15) days from the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than three percent (3%), than the otherwise applicable Interest Rate payable had at all times been in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (5%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported to the BANK, and the effect of such difference would cause the Interest Rate as calculated pursuant to this Section 2.7 to be increased or decreasedeffect, then the Borrower agrees to pay upon final maturity of the Loans an amount payable equal to the difference between (a) the lesser of (i) the amount of interest that would have accrued if the Maximum Rate had at all times been in effect or (ii) the amount of interest that would have accrued if a varying rate per annum equal to be credited as the otherwise applicable Interest Rate had at all times been in effect, and (b) the amount of interest accrued in connection accordance with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER at the time other provisions of the next payment due in connection with the Note. Such interest shall be payable for each Interest Period on the last day thereof, whether at maturity, by reason of acceleration or otherwise, provided that, if such Interest Period is ninety (90) days or longer, interest shall be payable at intervals not to exceed ninety (90) days after the first day thereofthis Agreement.

Interest Rate and Payments of Interest. Each (A) Interest on Base Rate Loan Loans shall bear interest be calculated on the basis of a year of 365 or 366 days, as appropriate. Interest on LIBOR Loans shall be calculated on the basis of a 360-day year, counting the actual number of days elapsed. Interest on the outstanding principal amount thereof balance of the Loans shall accrue for each day at a rate per annum equal either the Floating Rate for such day or the LIBOR Rate for the Interest Period which includes such day, all as elected and specified (including specification as to length of Interest Period, as permitted by the definition of that term, with respect to any election of the LIBOR Rate) by the Borrower in accordance with Section 2.04(B); provided that: (i) In the absence of an election by the Borrower of the LIBOR Rate, or, having made such election but upon the Required Number of days prior to the Base Rateend of the then current Interest Period the Borrower fails or is not entitled under the terms of this Agreement to elect to continue such Interest Rate and specify the applicable Interest Period therefor, which rate shall change contemporaneously with any change in then upon the Base Rate. If the Adjusted LIBOR Rate is selectedexpiration of such then current Interest Period, the Loan shall bear interest on the outstanding principal amount thereof Loans shall accrue for each day at the Floating Rate for such day, until the Borrower, pursuant to Section 2.04(B), elects a different Interest Rate and specifies the Interest Period applicable thereto at a rate per annum equal to the Adjusted LIBOR Rate plus an amount to be determined based upon management-generated operating results for the preceding quarter and Loans. (ii) Interest accruing on any LIBOR Loan during any Interest Period shall be payable using on the following calculations (last Business Day of such then current Interest Period; provided, however, that with respect to LIBOR Loans for which will be submitted the Interest Period selected by the Borrower pursuant to the Bank within fifteen (15Section 2.04(B) days from the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or is greater than three percent (3%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (5%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported to the BANK, and the effect of such difference would cause the Interest Rate as calculated pursuant to this Section 2.7 to be increased or decreased, then the amount payable or to be credited as interest in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER at the time of the next payment due in connection with the Note. Such interest shall be payable for each Interest Period on the last day thereof, whether at maturity, by reason of acceleration or otherwise, provided that, if such Interest Period is ninety (90) days or longermonths, interest shall be payable at intervals not to exceed ninety (90) days after quarterly on the last Business Day of such quarterly period with the first such quarterly period commencing on the first day thereofof the applicable Interest Period with any remaining unpaid interest being due and payable on the last day of such Interest Period; provided further that all accrued interest on any LIBOR Loan converted or prepaid pursuant to Section 2.03 shall be paid immediately upon such prepayment or conversion. (B) By at least the Required Number of days prior to the advance of any Loan hereunder, the Parent Borrower shall select the initial Interest Rate to be charged on such Loan, and from time to time thereafter the Parent Borrower may elect, on at least the Required Number of days' irrevocable prior written (or telephoned, promptly confirmed by written) notice to the Bank, to change the Interest Rate on any Loan to any other Interest Rate (including, when applicable, the selection of the Interest Period); provided that; (i) the Borrower shall not select an Interest Period that extends beyond the Termination Date; (ii) except as otherwise provided in Section 2.03 no such change from the LIBOR Rate to another Interest Rate shall become effective on a day other than the day, which must be a Business Day, next

Interest Rate and Payments of Interest. Each (A) Interest on Base Rate Loan Loans shall bear interest be calculated on the basis of a year of 365 or 366 days, as appropriate. Interest on LIBOR Loans shall be calculated on the basis of a 360-day year, counting the actual number of days elapsed. Interest on the outstanding principal amount thereof balance of the Loans shall accrue for each day at a rate per annum equal either the Floating Rate for such day or the LIBOR Rate for the Interest Period which includes such day, all as elected and specified (including specification as to length of Interest Period, as permitted by the definition of that term, with respect to any election of the LIBOR Rate) by Borrower in accordance with Section 2.04(B); provided that: (i) In the absence of an election by Borrower of the LIBOR Rate, or, having made such election but upon the Required Number of days prior to the Base Rateend of the then current Interest Period Borrower fails or is not entitled under the terms of this Agreement to elect to continue such Interest Rate and specify the applicable Interest Period therefor, which rate shall change contemporaneously with any change in then upon the Base Rate. If the Adjusted LIBOR Rate is selectedexpiration of such then current Interest Period, the Loan shall bear interest on the Loans shall accrue for each day at the Floating Rate for such day, until Borrower, pursuant to Section 2.04(B), elects a different Interest Rate and specifies the Interest Period for the Loans. (ii) Interest accruing on any LIBOR Loan during any Interest Period shall be payable on the last Business Day of such then current Interest Period; provided, however, that all accrued interest on any LIBOR Loan converted or prepaid pursuant to Section 2.03 shall be paid immediately upon such prepayment or conversion. (B) By at least the Required Number of days prior to the advance of any Loan hereunder, Borrower shall select the initial Interest Rate to be charged on such Loan, and from time to time thereafter Borrower may elect, on at least the Required Number of days' irrevocable prior written (or telephoned, promptly confirmed by written) notice to the Bank, to change the Interest Rate on any Loan to any other Interest Rate (including, when applicable, the selection of the Interest Period); provided that; (i) Borrower shall not select an Interest Period that extends beyond the Maturity Date; (ii) except as otherwise provided in Section 2.03 no such change from the LIBOR Rate to another Interest Rate shall become effective on a day other than the day, which must be a Business Day, next following the last day of the Interest Period last effective for such LIBOR Loan; (iii) any elections made by Borrower pursuant to this Section 2.04(B) shall be in the amount of $100,000, plus any additional increment of $100,000; (iv) notwithstanding anything herein to the contrary, Borrower may not make any election under this Section 2.04(B) that would result in Loans outstanding principal amount thereof for at more than three (3) different LIBOR Rates without the written agreement of the Bank to do so; and (v) the first day of each Interest Period as to a LIBOR Loan shall be a Business Day. (C) Interest on Base Rate Loans shall be paid monthly in arrears on the first Business Day of each calendar month commencing with any month during which interest begins to accrue at the Floating Rate, as elected by Borrower pursuant to Section 2.04(B), and on the date the principal of such Loans shall be due (at stated maturity, on acceleration, or otherwise). (D) Interest on past-due principal shall accrue at the greater of the applicable thereto at a rate per annum equal to the Adjusted LIBOR Floating Rate plus an amount to be determined based upon management-generated operating results for the preceding quarter and payable using the following calculations (which will be submitted to the Bank within fifteen (15) days from the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than three percent (33.00%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted ) or LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (55.00%) until such principal is paid in full, and shall be payable upon demand by the Bank. (E) The Bank shall notify Borrower of the current Base Rate and of the current LIBOR Rate from time to time upon request by Borrower. (F) It is the intention of the parties hereto to conform strictly to applicable usury laws as in effect from time to time. Accordingly, if any transactions contemplated hereby would be usurious under applicable Law (including the laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable), than then, in that event, notwithstanding anything to the Interest Rate payable contrary in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to this Agreement, or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable any other agreement entered into in connection with this Loan will be equivalent to Base Rate; e) In Agreement, it is agreed the event aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged, or received under this Agreement, or under any of the BORROWER's audited operating results differ from the unaudited results reported to the BANK, and the effect of such difference would cause the Interest Rate as calculated pursuant to this Section 2.7 to be increased other aforesaid agreements or decreased, then the amount payable or to be credited as interest otherwise in connection with this Agreement shall under no circumstances exceed the Loan will Maximum Rate, and any excess shall be adjusted retroactively and be payable by or credited to the BORROWER at the time of the next payment due in connection with the Note. Such interest shall be payable for each Interest Period on the last day thereof, whether at maturity, Borrower by reason of acceleration or otherwise, provided thatBank (or, if such Interest Period is ninety (90) days or longer, interest consideration shall be payable at intervals not to exceed ninety (90) days after the first day thereof.have been paid in full,

Interest Rate and Payments of Interest. Each Base (A) Except as otherwise provided under §1.08(B), interest on the principal balance of the Loan from time to time outstanding will be payable in monthly installments (as set forth in the Note) at an interest rate prior to maturity equal to the greater of (i) a floating rate of one percentage point (1%) above The Wall Street Journal Prime Rate Loan per annum based on a 360 day year and the actual number of days elapsed, or (ii) a floor interest rate of four and one-fourth percent (4.25%) per annum based on a 360 day year and the actual number of days elapsed (the greater interest rate is referred to herein as the “Applicable Interest Rate”). All past due principal and interest shall bear interest on the outstanding principal amount thereof at a rate per annum which is equal to the Base Rate, highest lawful rate from maturity until paid. Notwithstanding the foregoing provisions concerning the rate at which rate shall change contemporaneously with any change in the Base Rate. If the Adjusted LIBOR Rate is selected, the Loan shall bear interest accrues on the outstanding principal amount thereof balance of the Note, at no time shall the Applicable Rate exceed the highest lawful rate of interest that may be charged, received or contracted for each under any applicable law. Accordingly, if at any time the Applicable Interest Period applicable thereto at a Rate exceeds the highest lawful rate, the rate per annum equal of interest to accrue on the Note shall be limited to the Adjusted LIBOR highest lawful rate, but if thereafter the Applicable Interest Rate plus an is less than the highest lawful rate, the rate of interest to accrue on the Note shall be the highest lawful rate until the total amount of interest accrued on the Note equals the amount of interest which would have accrued if the Applicable Interest Rate had at all times been in effect. (B) It is the intention of the parties hereto to be determined based upon management-generated operating results for the preceding quarter and payable using the following calculations (which will be submitted comply with all usury laws applicable to the Bank within fifteen (15) days from Loan. Accordingly, it is agreed that notwithstanding any provision contained in this Agreement or contained in any of the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than three percent (3%), than the Interest Rate payable other Loan Documents executed in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (5%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported to the BANKcontrary, and no such provision shall require the effect payment or permit the collection of such difference would cause interest in excess of the Interest Rate as calculated pursuant to this Section 2.7 to be increased maximum amount permitted by law. If any excess interest is provided for, contracted for, charged for or decreasedreceived, then the provisions of this paragraph shall govern and control and neither Borrower hereof nor any other party liable for the payment thereof shall be obligated to pay the amount payable of such excess interest. Any such excess interest which may have been collected shall be, at Bank's option, either applied as a credit against the then unpaid amount hereof or refunded to be credited as interest in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER at the time Borrower. The effective rate of the next payment due in connection with the Note. Such interest shall be payable automatically subject to reduction to the maximum lawful contract rate allowed under the usury laws as now or hereafter construed. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, charged for, or received under this Agreement which are made for each Interest Period on the last day thereofpurposes of determining whether such rate exceeds the maximum lawful rate, whether at maturityshall be made, to the extent permitted by law, by reason amortizing, prorating, allocating and spreading in equal parts during the full stated term of acceleration the Loan, all interest contracted for, charged for or otherwise, provided that, if such Interest Period is ninety (90) days received from Borrower or longer, interest shall be payable at intervals not to exceed ninety (90) days after the first day thereofotherwise by Bank.

Interest Rate and Payments of Interest. Each (A) Interest on Base Rate Loan Loans shall bear interest be calculated on the basis of a year of 365 or 366 days, as appropriate. Interest on LIBOR Loans shall be calculated on the basis of a 360-day year, counting the actual number of days elapsed. Interest on the outstanding principal amount thereof balance of the Loans shall accrue for each day at a rate per annum equal either the Floating Rate for such day or the LIBOR Rate for the Interest Period which includes such day, all as elected and specified (including specification as to length of Interest Period, as permitted by the definition of that term, with respect to any election of the LIBOR Rate) by Borrower in accordance with Section 2.04(B); provided that: (i) In the absence of an election by Borrower of the LIBOR Rate, or, having made such election but upon the Required Number of days prior to the Base Rateend of the then current Interest Period Borrower fails or is not entitled under the terms of this Agreement to elect to continue such Interest Rate and specify the applicable Interest Period therefor, which rate shall change contemporaneously with any change in then upon the Base Rate. If the Adjusted LIBOR Rate is selectedexpiration of such then current Interest Period, the Loan shall bear interest on the outstanding principal amount thereof Loans shall accrue for each day at the Floating Rate for such day, until Borrower, pursuant to Section 2.04(B), elects a different Interest Rate and specifies the Interest Period applicable thereto for the Loans. (ii) Interest accruing on any LIBOR Loan during any Interest Period shall be payable on the last Business Day of such then current Interest Period; provided, however, that all accrued interest on any LIBOR Loan converted or prepaid pursuant to Section 2.03 shall be paid immediately upon such prepayment or conversion. (B) By at a rate per annum equal least the Required Number of days prior to the Adjusted LIBOR advance of any Loan hereunder, Borrower shall select the initial Interest Rate plus an amount to be determined based upon management-generated operating results for charged on such Loan, and from time to time thereafter Borrower may elect, on at least the preceding quarter and payable using the following calculations Required Number of days' irrevocable prior written (which will be submitted or telephoned, promptly confirmed by written) notice to the Bank within fifteen (15) days from the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal Bank, to or greater than three percent (3%), than change the Interest Rate payable on any Loan to any other Interest Rate (including, when applicable, the selection of the Interest Period); provided that; (i) Borrower shall not select an Interest Period that extends beyond the Termination Date; (ii) except as otherwise provided in connection with Section 2.03 no such change from the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in to another Interest Rate shall become effective on a sales margin equal to or greater than five percent (5%), day other than the Interest Rate payable in connection with day, which must be a Business Day, next following the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than last day of the Interest Rate payable in connection with the Loan will be equivalent to Adjusted Period last effective for such LIBOR Rate plus one and one-quarter percent Loan; (1.25%); diii) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported to the BANK, and the effect of such difference would cause the Interest Rate as calculated any elections made by Borrower pursuant to this Section 2.7 to 2.04(B) shall be increased or decreased, then in the amount payable or to be credited as interest in connection with the Loan will be adjusted retroactively and be payable by or credited of $100,000, plus any additional increment of $100,000; (iv) notwithstanding anything herein to the BORROWER contrary, Borrower may not make any election under this Section 2.04(B) that would result in Loans outstanding at more than three (3) different LIBOR Rates without the time written agreement of the next payment due in connection with the Note. Such interest shall be payable for each Interest Period on the last day thereof, whether at maturity, by reason of acceleration or otherwise, provided that, if such Interest Period is ninety (90) days or longer, interest shall be payable at intervals not to exceed ninety (90) days after the first day thereof.Bank

Interest Rate and Payments of Interest. (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base RateRate plus one percent (1%), which rate shall change contemporaneously with on the first day of each calendar month to reflect any change in the Base Rate. If the Adjusted LIBOR Rate is selected, the Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the Adjusted LIBOR Rate plus an amount to be determined based upon management-generated operating results for the preceding quarter and payable using the following calculations (which will be submitted to the Bank within fifteen (15) days from the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than three percent (3%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (5%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported to the BANK, and the effect of such difference would cause the Interest Rate as calculated pursuant to this Section 2.7 to be increased or decreased, then the amount payable or to be credited as interest in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER at the time of the next payment due in connection with the Note. Such interest shall be payable for each Interest Period on the last first day thereof, of each month and when such Loan is due (whether at maturityon demand, by reason of acceleration or otherwise). (b) At the option of the Lender, provided that, if such Interest Period is ninety and no sooner than thirty (90) days or longer, interest shall be payable at intervals not to exceed ninety (9030) days after the first day thereofoccurrence of an Event of Default hereunder which is continuing and has not been waived, the interest rate applicable to each Loan shall increase to four percent (4%) above the rate of interest otherwise applicable to the Loans. The interest rate provided for in the preceding sentence shall, to the extent permitted by applicable law, apply to and accrue on the amount of any judgment entered with respect to any Obligation and shall continue to accrue at such rate during any proceeding described in Sections 8.1(h) and (i). (c) All provisions of this Agreement and the other Loan Documents are expressly subject to the condition that in no event, whether by reason of acceleration of maturity of the Obligations or otherwise, shall the amount paid or agreed to be paid to the Lender which is deemed interest under applicable law exceed the maximum permitted rate of interest under applicable law (the "Maximum Rate"), which shall mean the law in effect on the date of this Agreement, except that if there is a change in such law which results in a higher Maximum Rate, then this Agreement shall be governed by such amended law from and after its effective date. In the event that fulfillment of any provision of this Agreement, or the other Loan Documents results in the rate of interest charged hereunder being in excess of the Maximum Rate, the obligation to be fulfilled shall automatically be reduced to eliminate such excess. If, notwithstanding the foregoing, the Lender receive an amount which under applicable law would cause the interest rate hereunder to exceed the Maximum Rate, the portion thereof which would be excessive shall automatically be deemed a prepayment of and be applied to the unpaid principal balance of the Obligations. (d) The Borrower will, to the extent permitted by applicable law, pay interest on the unpaid principal amount of any Obligation that is due and payable other than the Loans in accordance with Sections 2.5(a) or (b), as applicable, as if such Obligation were a Loan.

Interest Rate and Payments of Interest. Each Base Rate Loan (A) Interest shall bear be paid as follows: (1) Except as otherwise provided under Section 2.04(B), interest on the principal balance of the Loan from time to time outstanding principal will be payable at the rate(s) of interest and in the manner set forth in the Notes. (2) Interest shall be calculated on the basis of a 360-day year, counting the actual number of days elapsed, and shall be payable monthly in arrears on the first day of each month and at maturity, whether by acceleration or otherwise. (B) All agreements between or among the Borrower, the Guarantor and the Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced by the Notes, this Agreement, or otherwise, shall the amount thereof at a rate per annum equal paid or agreed to be paid to the Base RateLender for the use or the forbearance of the indebtedness evidenced by the Notes, which rate this Agreement, or otherwise, exceed the maximum permissible under applicable law. As used herein, the term "applicable law" shall change contemporaneously with any mean the law in effect as of the date hereof provided, however that in the event there is a change in the Base Rate. If the Adjusted LIBOR Rate is selected, the Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the Adjusted LIBOR Rate plus an amount to be determined based upon management-generated operating results for the preceding quarter and payable using the following calculations (law which will be submitted to the Bank within fifteen (15) days from the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than three percent (3%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (5%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin higher permissible rate of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported to the BANK, and the effect of such difference would cause the Interest Rate as calculated pursuant to this Section 2.7 to be increased or decreasedinterest, then the amount payable Notes shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Borrower and the Lender in the execution, delivery and acceptance of the Notes and this Agreement to contract in strict compliance with the laws of The Commonwealth of Massachusetts from time to time in effect. If, under or to be credited as interest from any circumstances whatsoever, fulfillment of any provision hereof or of the Notes or any of the Loan Documents or other financing instruments executed in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER herewith at the time of performance of such provision shall be due, shall involve transcending the next payment due in connection with limit of such validity prescribed by applicable law, then the Note. Such obligation to be fulfilled shall automatically be reduced to the limits of such validity, and if under or from circumstances whatsoever the Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be payable for each Interest Period on applied to the last day thereof, whether at maturity, reduction of the principal balance evidenced by reason of acceleration or otherwise, provided that, if such Interest Period is ninety (90) days or longer, interest shall be payable at intervals the Notes and not to exceed ninety (90) days after the first day thereofpayment of interest. This provision shall control every other provision of all agreements between or among the Borrower, the Guarantor and the Lender.

Interest Rate and Payments of Interest. Each Base Rate (A) Interest on the Revolving Loan shall bear interest be calculated and paid as follows: (1) Interest on the outstanding principal amount thereof balance of the Revolving Loan, from time to time outstanding, will be payable at a the rate per annum (the "Revolving Rate") equal to the Base RatePrime Rate in effect from time to time until maturity, which rate shall change contemporaneously with any change in the Base Rate. If the Adjusted LIBOR Rate is selected, the Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the Adjusted LIBOR Rate plus an amount to be determined based upon management-generated operating results for the preceding quarter and payable using the following calculations (which will be submitted to the Bank within fifteen (15) days from the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than three percent (3%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%);) above the Prime Rate in effect from time to time after maturity, whether by demand, acceleration or otherwise. b(2) In Each time the event that Consolidated Net Income before taxes results Prime Rate shall change, the Revolving Rate shall change concurrently with such change in the Prime Rate. (3) Interest shall be calculated on the basis of a sales margin 360-day year, by multiplying the product of the principal amount outstanding and the applicable rate by the actual number of days elapsed, and dividing by 360. Accrued interest through the last day of each calendar month shall be payable on the 15th day of each month commencing March 15, 1994, and at maturity, whether by demand, acceleration or otherwise. (4) Borrowers agree to pay a late charge equal to or greater than five percent (5%) of the amount of the payment which is late, but not more than the maximum amount allowed by applicable Law (the "Late Charge"), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent as follows: (1.5%); ca) In the event that Consolidated Net Income before taxes results in a sales margin equal to if any scheduled payment is late twenty (20) days or greater than more or (b) if any scheduled payment is late ten percent (10%)) days or more, than and two (2) or more scheduled payments have been late twenty (20) days or more since February 1 of the Interest Rate payable year in connection with which such scheduled payment is late ten (10) days or more. This subparagraph does not extend any payment due date expressly stated in the Agreement or any other Loan will Document and does not in any way prevent or estop Lender from requiring that payments be equivalent made by Borrowers strictly when due. Unless accepted by Lender, and unless accompanied by all other amounts then due to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In Lender, the event that Consolidated Net Income before taxes results in a sales margin tender of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ such payment by Borrowers does not cure any Event of Default arising from the unaudited results reported payment default upon which such Late Charge was assessed. (B) If, at any time, the Revolving Rate or the Late Charge shall be deemed by any competent court of law, governmental agency or tribunal to exceed the BANKmaximum rate of interest permitted by any applicable Laws, then, for such time as the Revolving Rate or Late Charge, as applicable, would be deemed excessive, its application shall be suspended and there shall be charged instead the maximum rate of interest permissible under such Laws, and the effect of such difference would cause the Interest Rate as calculated pursuant to this Section 2.7 to be increased any excess interest or decreased, then the amount payable or to charges actually collected by Lender shall be credited as interest in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER at the time a partial prepayment of the next payment due in connection with the Note. Such interest shall be payable for each Interest Period on the last day thereof, whether at maturity, by reason of acceleration or otherwise, provided that, if such Interest Period is ninety (90) days or longer, interest shall be payable at intervals not to exceed ninety (90) days after the first day thereofprincipal.

Interest Rate and Payments of Interest. Each (A) Interest on Base Rate Loan Loans shall bear interest be calculated on the basis of a year of 365 or 366 days, as appropriate. Interest on LIBOR Loans shall be calculated on the basis of a 360-day year, counting the actual number of days elapsed. Interest on the outstanding principal amount thereof balance of the Loans shall accrue for each day at a rate per annum equal either the Floating Rate for such day or the LIBOR Rate for the Interest Period which includes such day, all as elected and specified (including specification as to length of Interest Period, as permitted by the definition of that term, with respect to any election of the LIBOR Rate) by the Borrower in accordance with Section 2.04(B); provided that: (i) In the absence of an election by the Borrower of the LIBOR Rate, or, having made such election but upon the Required Number of days prior to the Base Rateend of the then current Interest Period the Borrower fails or is not entitled under the terms of this Agreement to elect to continue such Interest Rate and specify the applicable Interest Period therefor, which rate shall change contemporaneously with any change in then upon the Base Rate. If the Adjusted LIBOR Rate is selectedexpiration of such then current Interest Period, the Loan shall bear interest on the outstanding principal amount thereof Loans shall accrue for each day at the Floating Rate for such day, until the Borrower, pursuant to Section 2.04(B), elects a different Interest Rate and specifies the Interest Period applicable thereto at a rate per annum equal to the Adjusted LIBOR Rate plus an amount to be determined based upon management-generated operating results for the preceding quarter and Loans. (ii) Interest accruing on any LIBOR Loan during any Interest Period shall be payable using on the following calculations (last Business Day of such then current Interest Period; provided, however, that with respect to LIBOR Loans for which will be submitted the Interest Period selected by the Borrower pursuant to the Bank within fifteen (15Section 2.04(B) days from the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or is greater than three percent (3%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (5%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported to the BANK, and the effect of such difference would cause the Interest Rate as calculated pursuant to this Section 2.7 to be increased or decreased, then the amount payable or to be credited as interest in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER at the time of the next payment due in connection with the Note. Such interest shall be payable for each Interest Period on the last day thereof, whether at maturity, by reason of acceleration or otherwise, provided that, if such Interest Period is ninety (90) days or longermonths, interest shall be payable at intervals not to exceed ninety (90) days after quarterly on the last Business Day of such quarterly period with the first such quarterly period commencing on the first day thereofof the applicable Interest Period with any remaining unpaid interest being due and payable on the last day of such Interest Period; provided further that all accrued interest on any LIBOR Loan converted or prepaid pursuant to Section 2.03 shall be paid immediately upon such prepayment or conversion. (B) By at least the Required Number of days prior to the advance of any Loan hereunder, the Borrower shall select the initial Interest Rate to be charged on such Loan, and from time to time thereafter the Borrower may elect, on at least the Required Number of days' irrevocable prior written (or telephoned, promptly

Interest Rate and Payments of Interest. Each Base (A) Interest shall be charged and paid on Loans as follows: (1) For a Floating Rate Loan shall bear interest on Loan, at a floating rate per annum equal to the outstanding principal amount thereof Index Rate plus (or minus) the Applicable Index Margin as reflected in Schedule I to this Agreement, said rate to change contemporaneously with any change in the Index Rate and to change quarterly to reflect changes in the Applicable Index Margin in accordance with the Table attached hereto as Schedule I. (2) For a Eurodollar Loan, at a rate per annum equal to the Base Rate, which rate shall change contemporaneously with any change in the Base Rate. If the Adjusted LIBOR Rate is selectedplus the Applicable LIBOR Margin in accordance with the Table attached hereto as Schedule I. (3) The Borrower shall pay to the Banks, if and so long as any Banks shall be required under regulations of the Loan shall bear Board of Governors of the Federal Reserve System, to maintain reserves with respect to liabilities or assets consisting of or including Eurodollar Liabilities, additional interest on the outstanding unpaid principal amount thereof for of each Interest Period applicable thereto Eurodollar Loan, from the date of such advance until such principal amount is paid in full, at a an interest rate per annum equal at all times to the Adjusted remainder obtained by subtracting (i) the LIBOR Rate plus an amount the Applicable LIBOR Margin for the Eurodollar Interest Period from (ii) the rate obtained by dividing the LIBOR Rate plus the Applicable LIBOR Margin by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such Eurodollar Interest Period, payable on each date on which interest is payable. Such additional interest shall be determined based upon managementby each Bank, which shall so notify Borrower thereof. (4) The interest for Floating Rate Loans and Eurodollar Loans shall be computed on the basis of a 360-generated operating results for day year, counting the preceding quarter actual number of days elapsed, and shall be due and payable using without notice (i) monthly in arrears on the following calculations first day of each consecutive month commencing December 1, 1996, in the case of Floating Rate Loans, and (which will be submitted to the Bank within fifteen (15ii) days from at the end of the applicable Eurodollar Interest Period for each quarter):Eurodollar Loan. a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than three percent (3%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (5%)) Notwithstanding the foregoing, than upon the Interest occurrence and continuation of an Event of Default, interest may be charged at the Default Rate payable set forth in connection with the Loan will Notes, if the Majority Banks have so elected, but regardless of whether the Majority Banks have elected to exercise any other remedies under Section 6 hereof, including without limitation acceleration of the maturity of the outstanding principal of the Notes. All such interest shall be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported to the BANK, and the effect of such difference would cause the Interest Rate as calculated pursuant to this Section 2.7 to be increased or decreased, then the amount payable or to be credited as interest in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER paid at the time of and as a condition precedent to the next payment due in connection with curing of any such default to the Note. Such extent any right to cure is given. (B) If, at any time, the interest rate payable under the Notes shall be payable deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of interest permitted by any applicable Laws, for each Interest Period on the last day thereofsuch time as such interest rate would be deemed excessive, whether at maturity, by reason of acceleration or otherwise, provided that, if such Interest Period is ninety (90) days or longer, interest its application shall be payable at intervals not to exceed ninety (90) days after suspended and there shall be charged instead the first day thereofmaximum rate of interest permissible under such Laws.

Interest Rate and Payments of Interest. Each Base Rate Loan shall bear (A) Except as otherwise provided under § 1.08(B), interest on the principal balance of the Loan from time to time outstanding principal amount thereof will be payable in monthly installments (as set forth in the Note) at a the floating rate of one percentage point (1%) above The Wall Street Journal Prime Rate per annum equal based on a 360 day year and the actual number of days elapsed, subject to the Base Rate, which a floor interest rate shall change contemporaneously with any change in the Base Rate. If the Adjusted LIBOR Rate is selected, the Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the Adjusted LIBOR Rate plus an amount to be determined based upon management-generated operating results for the preceding quarter and payable using the following calculations (which will be submitted to the Bank within fifteen (15) days from the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than three percent (3%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (5%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.55.5%) (the "Floating Rate"); c) In the event that Consolidated Net Income before taxes results in . All past due principal and interest shall bear interest at a sales margin rate per annum which is equal to or greater than ten percent (10%)the highest lawful rate from maturity until paid. Notwithstanding the foregoing provisions concerning such varying rate, if at any time the Floating Rate exceeds the highest lawful rate, the rate of interest to accrue on the Note shall be limited to the highest lawful rate, but if thereafter the Floating Rate is less than the Interest highest lawful rate, the rate of interest to accrue on the Note shall be the highest lawful rate until the total amount of interest accrued on the Note equals the amount of interest which would have accrued if the Floating Rate payable had at all times been in connection effect. (B) It is the intention of the parties hereto to comply with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported usury laws applicable to the BANKLoan; accordingly, and it is agreed that notwithstanding any provision to the effect contrary in Agreement or in any of the documents securing payment of the Loan, no such difference would cause provision shall require the Interest Rate as calculated pursuant to this Section 2.7 to be increased payment or decreasedpermit the collection of interest in excess of the maximum permitted by law. If any excess interest is provided for, contracted for, charged for or received, then the provisions of this paragraph shall govern and control and neither the Borrower hereof nor any other party liable for the payment thereof shall be obligated to pay the amount payable or to be credited as of such excess interest. Any such excess interest in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER which may have been collected shall be, at the time Bank's option, either applied as a credit against the then unpaid amount hereof or refunded to Borrower. The effective rate of the next payment due in connection with the Note. Such interest shall be payable automatically subject to reduction to the maximum lawful contract rate allowed under the usury laws as now or hereafter construed. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, charged for, or received under this Agreement which are made for each Interest Period on the last day thereofpurposes of determining whether such rate exceeds the maximum lawful rate, whether at maturityshall be made, to the extent permitted by law, by reason amortizing, prorating, allocating and spreading in equal parts during the full stated term of acceleration the Loan, all interest contracted for, charged for or otherwise, provided that, if such Interest Period is ninety (90) days received from the Borrower or longer, interest shall be payable at intervals not to exceed ninety (90) days after otherwise by the first day thereofBank.

Interest Rate and Payments of Interest. Each Base Rate Loan (a) Interest shall bear be paid as follows: (1) Subject to the provisions of Section 2.07(b), interest on the outstanding principal amount thereof balance of the Loan, from time to time outstanding, will be payable at the rate (the "Rate") equal to a rate fixed per annum equal rate of eighteen percent (18%). (2) Interest shall be calculated on the basis of a 360-day year, and shall be payable on the first day of each month in which amounts are outstanding under the Loan; provided, however, to the Base Rate, which rate shall change contemporaneously with any change extent that there is insufficient availability under the Senior Loan Agreement (computed in the Base Rate. If same manner as availability for mandatory prepayments of principal as described in Section 2.05 above), interest shall accrue and not be payable until the Adjusted LIBOR Rate sooner of the date in which there is selected, sufficient availability or the Loan Maturity Date. After maturity, whether by acceleration or otherwise, accrued interest shall bear interest be payable on demand. (b) Notwithstanding any provision herein or in the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal Notes to the Adjusted LIBOR Rate plus an amount contrary, it is the intention of the parties hereto to conform strictly to applicable usury laws as in effect from time to time during the term of this Agreement. Accordingly, if any transaction or transactions contemplated hereby would be determined based upon management-generated operating results for usurious under applicable law (including the preceding quarter and payable using laws of the following calculations (which will United States of America, or of any other jurisdiction whose laws may be submitted mandatorily applicable), then, in that event, notwithstanding anything to the Bank within fifteen (15) days from contrary in the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to Notes, or greater than three percent (3%), than the Interest Rate payable any agreement entered into in connection with the Loan will Notes, (i) the provisions of this paragraph shall govern and control; (ii) the aggregate of all interest (as defined under applicable law) that is contracted for, charged or received under the Notes (or any of them), or under any of the other aforesaid agreements or otherwise in connection with this Agreement, shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be equivalent promptly credited to Adjusted LIBOR Rate plus two percent Borrower by Lenders (2%or, if such consideration shall have been paid in full, such excess shall be promptly refunded to Borrower by Lenders); b(iii) In the event that Consolidated Net Income before taxes results in a sales margin equal to neither Borrower nor any other person or greater than five percent (5%), than the Interest Rate payable entity now or hereafter liable in connection with the Loan will Notes shall be equivalent obligated to Adjusted LIBOR Rate plus one and one-half percent (1.5%); c) In pay the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than ten percent (10%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin amount of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported such interest to the BANK, and the effect of such difference would cause the Interest Rate as calculated pursuant to this Section 2.7 to be increased or decreased, then the amount payable or to be credited as interest extent that it is in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER at the time excess of the next payment due in connection with maximum interest permitted by the Note. Such applicable usury laws; and (iv) the effective rate of interest shall be payable IPSO FACTO reduced to the Highest ---- ----- Lawful Rate (as hereinafter defined). All sums paid, or agreed to be paid, to Lenders for each Interest Period on the last day use, forbearance and detention of the indebtedness of Borrower to Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of the indebtedness described in the Notes, in any of the aforesaid agreements, or in this Agreement, until payment in full so that the actual rate of interest does not exceed the Highest Lawful Rate in effect at any particular time during the full term thereof, whether at maturity, by reason of acceleration or otherwise, provided that. The maximum lawful interest rate, if such Interest Period any, referred to in this paragraph that may accrue pursuant to the Notes is ninety (90) days or longer, interest shall be payable at intervals not referred to exceed ninety (90) days after herein as the first day thereof"Highest Lawful Rate".

Interest Rate and Payments of Interest. Each Base Rate Loan shall bear (A) Except as otherwise provided under § 1.08(B), interest on the principal balance of the Loan from time to time outstanding principal amount thereof will be payable in monthly installments (as set forth in the Note) at a the floating rate of one percentage point (1 %) above The Wall Street Journal Prime Rate per annum equal based on a 360 day year and the actual number of days elapsed, subject to the Base Rate, which a floor interest rate shall change contemporaneously with any change in the Base Rate. If the Adjusted LIBOR Rate is selected, the Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the Adjusted LIBOR Rate plus an amount to be determined based upon management-generated operating results for the preceding quarter and payable using the following calculations (which will be submitted to the Bank within fifteen (15) days from the end of each quarter): a) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than three percent (3%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus two percent (2%); b) In the event that Consolidated Net Income before taxes results in a sales margin equal to or greater than five percent (5%), than the Interest Rate payable in connection with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-half percent (1.55.5%) (the “Floating Rate”); c) In the event that Consolidated Net Income before taxes results in . All past due principal and interest shall bear interest at a sales margin rate per annum which is equal to or greater than ten percent (10%)the highest lawful rate from maturity until paid. Notwithstanding the foregoing provisions concerning such varying rate, if at any time the Floating Rate exceeds the highest lawful rate, the rate of interest to accrue on the Note shall be limited to the highest lawful rate, but if thereafter the Floating Rate is less than the Interest highest lawful rate, the rate of interest to accrue on the Note shall be the highest lawful rate until the total amount of interest accrued on the Note equals the amount of interest which would have accrued if the Floating Rate payable had at all times been in connection effect. (B) It is the intention of the parties hereto to comply with the Loan will be equivalent to Adjusted LIBOR Rate plus one and one-quarter percent (1.25%); d) In the event that Consolidated Net Income before taxes results in a sales margin of less than three percent (3%), than the Interest Rate payable in connection with this Loan will be equivalent to Base Rate; e) In the event that the BORROWER's audited operating results differ from the unaudited results reported usury laws applicable to the BANKLoan; accordingly, and it is agreed that notwithstanding any provision to the effect contrary in Agreement or in any of the documents securing payment of the Loan, no such difference would cause provision shall require the Interest Rate as calculated pursuant to this Section 2.7 to be increased payment or decreasedpermit the collection of interest in excess of the maximum permitted by law. If any excess interest is provided for, contracted for, charged for or received, then the provisions of this paragraph shall govern and control and neither the Borrower hereof nor any other party liable for the payment thereof shall be obligated to pay the amount payable or to be credited as of such excess interest. Any such excess interest in connection with the Loan will be adjusted retroactively and be payable by or credited to the BORROWER which may have been collected shall be, at the time Bank's option, either applied as a credit against the then unpaid amount hereof or refunded to Borrower. The effective rate of the next payment due in connection with the Note. Such interest shall be payable automatically subject to reduction to the maximum lawful contract rate allowed under the usury laws as now or hereafter construed. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, charged for, or received under this Agreement which are made for each Interest Period on the last day thereofpurposes of determining whether such rate exceeds the maximum lawful rate, whether at maturityshall be made, to the extent permitted by law, by reason amortizing, prorating, allocating and spreading in equal parts during the full stated term of acceleration the Loan, all interest contracted for, charged for or otherwise, provided that, if such Interest Period is ninety (90) days received from the Borrower or longer, interest shall be payable at intervals not to exceed ninety (90) days after otherwise by the first day thereofBank.