Common use of Interest Rate Options Clause in Contracts

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection, at the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion election of the Company, (i) Revolving Credit Loans comprising any Borrowing Tranche; provided that there denominated in Dollars shall not be bear interest at any one time outstanding more than twelve (12A) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans as to any Loans advanced denominated in an Optional CurrencyAlternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, subject (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the obligation of Administrative Agent a letter in form and substance satisfactory to the Borrowers Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rateobtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest on such Lender’s and Interest Period, if any, applicable to any Revolving Credit Loan shall be limited at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to such Lender’s highest lawful rateSection 4.2. Interest on the principal amount of each Optional Currency Any Revolving Credit Loan shall be paid by the Borrowers denominated in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement Dollars or any other Loan Document, portion thereof as to which the Borrowers shall Company has not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the maximum lawful rate allowed from time to time under Company has not duly specified the applicable Law, Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and this Agreement and the other Loan Documents (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to have been and shall be reformed and modified a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent be converted or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])continued.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection 4.1, at the election of the Borrower, the Borrowers may select different Interest aggregate principal balance of any Revolving Credit Loans and Swingline Loans (if the Swingline Lender consents to such election) shall bear interest at (i) the Base Rate Options or (ii) the Offshore Rate PLUS the Applicable Percentage for Offshore Rate Loans under the 364 Day Facility or the Five Year Facility, as applicable; PROVIDED that (A) such interest rate shall be increased by any amount required pursuant to Section 4.1(f) and different Interest Periods to apply simultaneously to the (B) Offshore Rate Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve available until three (123) Borrowing Tranches in Business Days after the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option Closing Date. The Borrower shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan or Swingline Loan at the time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2, or at the time a Notice of Swingline Borrowing is given pursuant to Section 2.6(d) or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Each Revolving Credit Loan, Swingline Loan, or portion thereof bearing interest based on such Lender’s Loan the Base Rate shall be limited to such Lender’s highest lawful rate. Interest a "Base Rate Loan," and each Revolving Credit Loan, Swingline Loan, or portion thereof bearing interest based on the principal amount of each Optional Currency Loan Offshore Rate shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement an "Offshore Rate Loan." Any Revolving Credit Loan or Swingline Loan or any other Loan Document, portion thereof as to which the Borrowers shall Borrower has not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced deemed a Base Rate Loan. A Competitive Bid Loan will bear interest at the Competitive Bid Rate specified in the Competitive Bid accepted by the Borrower with respect to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])Competitive Bid Loan.

Interest Rate Options. The Borrowers Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base Rate Option, Term SOFR Rate Option or LIBOR Rate Daily SOFR Option set forth in Section 3.1.1(i) [specified below applicable to the Revolving Credit Base Rate Option] Loans or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]the Swing Loans, and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; respectively, it being understood that, subject to the provisions of this Agreement, the Borrowers Borrower may select different Interest Rate Options and (in the case of the Revolving Credit Loans bearing interest under the Term SOFR Rate Option) different Interest Periods to apply simultaneously to the Revolving Credit Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Revolving Credit Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve ten (1210) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies)Loans; and provided further that if an Event of Default or Potential Default exists and is continuing, continuing (i) the Borrowers Borrower may not request, convert to, or renew the LIBOR Term SOFR Rate Option for any Revolving Credit Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Term SOFR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional CurrencyOption, subject to the obligation of the Borrowers Borrower to pay any indemnity under Section 4.10 5.10 [Indemnity] in connection with such conversionconversion and (ii) the Borrower may not request the Daily SOFR Option for any Swing Loans and the Swing Loan Lender may demand that all existing Swing Loans bearing interest under the Daily SOFR Option shall be converted immediately to the Base Rate Option. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan The applicable Base Rate, Term SOFR Rate or Daily SOFR shall be paid determined by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to payAdministrative Agent, and the Lenders such determination shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”)conclusive absent manifest error. If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Euro-Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; , provided that there shall not be at any one time outstanding more than twelve eight (12) 8) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); applies) and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to only the Base Rate Option or such other interest rates as PNC Bank and the Borrower may agree to Loans advanced in Dollars and from time to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject time shall apply to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversionSwing Loans. If at any time the designated rate applicable to any Loan made by any Lender Bank exceeds such Lender’s Bank's highest lawful rate, the rate of interest on such Lender’s Bank's Loan shall be limited to such Lender’s Bank's highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers Borrower shall not be required to pay, and the Lenders Banks shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“"Excess Interest”"). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers Borrower shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders Banks may have received hereunder shall be, at the option of the Required LendersBanks, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers Borrower shall have no action against the Administrative Agent or any Lender Bank for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]). Interest on the principal amount of each Loan made in an Optional Currency shall be paid by the Borrower in such Optional Currency.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection 4.1, at the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion election of the Borrower, (i) Revolving Credit Loans comprising any Borrowing Tranche; provided that there shall not be bear interest at any one time outstanding more than twelve (12A) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for as set forth in Section 4.1(c) or (B) the LIBOR Rate plus the Applicable Margin as set forth in Section 4.1(c), (ii) Alternative Currency Loans shall bear interest at the LIBOR Rate plus the Applicable Margin as to any set forth in Section 4.1(c) and (iii) Swingline Loans advanced shall bear interest at the Base Rate plus the Applicable Margin as set forth in an Optional CurrencySection 4.1(c); provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date. The Borrower shall select the rate of interest and Interest Period, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate if any, applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rateat the time a Notice of Borrowing is given pursuant to Section 2.4 or 3.5 or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Each Loan or portion thereof bearing interest based on the Base Rate (including, the rate of interest on such Lender’s Loan without limitation, each Swingline Loan) shall be limited to such Lender’s highest lawful rate. Interest a "Base Rate Loan" and each Loan or portion thereof bearing interest based on the principal amount of each Optional LIBOR Rate shall be a "LIBOR Rate Loan." Any Revolving Credit Loan or any portion thereof as to which the Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan denominated in Dollars. Any Alternative Currency Loan or any portion thereof as to which the Borrower has not duly specified an interest rate as provided herein shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other deemed a LIBOR Rate Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount with an Interest Period of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: one (1) the provisions of this subsection month and shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; made four (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect Business Days after receipt of such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).notice

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base applicable Interest Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Options specified below applicable to the Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]Loans, and the Accordion Term Loans (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; extent applicable), or the Swing Loans, respectively, it being understood that, subject to the provisions of this Agreement, the Borrowers Borrowing Agent may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) an aggregate of 15 Borrowing Tranches in the aggregate among all of the Revolving Credit Loans (including a Borrowing Tranche to which the Base Rate Option Applies)and of Accordion Term Loans; and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers Borrowing Agent may not request, convert to, request or renew the LIBOR any Term Rate Loan Option, Daily Simple SOFR Option or Daily Simple RFR Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches (i) denominated in Dollars bearing interest under the LIBOR a Term Rate Loan Option shall be converted immediately to the Base Rate Option as and (ii) denominated in an Alternative Currency shall either (x) (A) in relation to Loans advanced Term Rate Loans, be converted immediately to the Base Rate Option denominated in Dollars and (in an amount equal to Loans bearing interest the Dollar Equivalent of such Alternative Currency) at the Overnight end of the Interest Period therefor; and (B) in relation to Daily Rate plus Loans, be converted immediately to the Applicable Margin for LIBOR Base Rate Loans as Option or (y) in relation to any Loans advanced Term Rate Loans, be prepaid at the end of the applicable Interest Period in an Optional Currencyfull, subject in all cases to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] hereunder in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. The applicable Base Rate, Term SOFR Rate, Daily Simple SOFR, Daily Simple RFR or Term RFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Optional Loan denominated in an Alternative Currency Loan shall be paid by the Borrowers in such Optional Alternative Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it them from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve eight (12) 8) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); provided that only the Base Rate or such other interest rates as PNC Bank and the Borrowers may agree to from time to time shall apply to the Swing Loans; and provided further that if an Event of Default or Potential Default exists exits and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional CurrencyOption, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 4.9 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers Loans made on the Closing Date shall pay be made only as Base Rate Loans and shall bear interest in respect of at a rate equal to (i) the outstanding unpaid principal amount of (a) Domestic Base Rate, if such Loans denominated constitute Revolving Loans made in Dollars or Swingline Loans, or (ii) the Foreign Base Rate, if such Loans constitute European Swingline Loans made as selected by it from Base Rate Loans in the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(iCurrency. Thereafter, (A) [Revolving Credit Base Rate Option] Loans shall bear interest at a rate equal to (i) the Domestic Base Rate, if such Loans constitute Revolving Loans made in Dollars or Section 3.1.1(iiSwingline Loans, or (ii) [Revolving Credit LIBOR the Foreign Base Rate, if such Loans constitute European Swingline Loans made as Base Rate Option]Loans in the Base Rate Currency, and (bB) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which shall include all Revolving Loans made as Foreign Currency Loans, and any European Swingline Loans made in Alternative Currencies other than Europeans Swingline Loans made as Base Rate Loans in the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option Currency) shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing bear interest at the Overnight LIBOR Rate plus the Applicable Margin (the "Applicable Margin") as set forth below in this Section 3.1. On behalf of the Borrowers, AHL shall determine whether a Revolving Loan is to be a Foreign Currency Loan, Base Rate Loan or LIBOR Rate Loan and select the Interest Period, if any, applicable to such Loan at the time a request for borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 3.2. Any Revolving Loan or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall, (x) if it is a Loan made in Dollars, be deemed a Base Rate Loan, and (y) if it is a Revolving Loan made as a Foreign Currency Loan, be deemed a LIBOR Rate Loan having an interest period of one month. Any LIBOR Rate Loan for which an interest Period has ended, shall, so long as no Event of Default has occurred and shall be continuing, be deemed renewed as a LIBOR Rate Loan in the currency in which the LIBOR Rate Loan was repayable (unless it is a Foreign Currency Loan made in German deutsche marks, which shall be paid in full at the end of such Interest Period), and have an Interest Period of one month, provided that no Event of Default shall arise as a result thereof. For the avoidance of doubt and without limiting the foregoing, (i) any borrowings under the Revolving Facility made in an Alternative Currency (including English Pounds) shall be made by the Lenders solely as LIBOR Rate Loans, (ii) any borrowings under the European Swingline Facility made in an Alternative Currency (other than English Pounds) shall be made by the European Swingline Lender solely as LIBOR Rate Loans having an Interest Period of one month, and (iii) any borrowings under the European Swingline Facility made in English Pounds shall be made by the European Swingline Lender as to any Foreign Base Rate Loans advanced in an Optional Currencyor, subject if acceptable to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such European Swingline Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. as LIBOR Rate Loans having a one month Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])Period.

Interest Rate Options. The Borrowers Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Eurocurrency Rate Option set forth in Section 3.1.1(i) [specified below applicable to the Revolving Credit Base Rate Option] Loans or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]the Swingline Loans, and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; respectively, it being understood that, subject to the provisions of this Agreement, the Borrowers Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve six (126) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies)Revolving Credit Loans; and provided provided, further that if an Event of Default or Potential Default exists and is continuing, the Borrowers Borrower may not request, convert to, or renew the LIBOR Eurocurrency Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches (i) denominated in Dollars bearing interest under the LIBOR Eurocurrency Rate Option shall be converted immediately to the Base Rate Option as and (ii) denominated in an Alternative Currency shall either (x) be converted immediately to Loans advanced the Base Rate Option denominated in Dollars and (in an amount equal to Loans bearing interest the Dollar Equivalent of such Alternative Currency) at the Overnight Rate plus end of the Applicable Margin for LIBOR Rate Loans as to any Loans advanced Interest Period therefor or (y) be prepaid at the end of the applicable Interest Period in an Optional Currencyfull, subject in all cases to the obligation of the Borrowers Borrower to pay any indemnity under Section 4.10 5.10 [Indemnity] in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. The applicable Base Rate or Adjusted Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Optional Loan denominated in an Alternative Currency Loan shall be paid by the Borrowers Borrower in such Optional Alternative Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Subject to the provisions of the Existing Agreement relating to default interest and numbers of Borrowing Tranches, the Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars Affected Currencies as selected by it from the Base applicable Interest Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Options specified below applicable to the Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]Loans, and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this the Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans denominated in Affected Currencies comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans denominated in Affected Currencies comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, request or renew the LIBOR Rate any Term RFR Option or Daily Simple RFR Option for any Loans and the Required Lenders Banks 264656894 may demand that all existing Borrowing Tranches bearing interest under denominated in the LIBOR Affected Currency shall either (i) (x) in relation to Term RFR Rate Loans, be converted to the Base Rate Option shall denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the Interest Period therefor; and (y) in relation to Daily Simple RFR Loans, be converted immediately to the Base Rate Option as to Loans advanced denominated in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced (in an Optional amount equal to the Dollar Equivalent of such Affected Currency), subject in all cases to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] 5.10 of the Agreement in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender Bank exceeds such LenderBank’s highest lawful rate, the rate of interest on such LenderBank’s Loan shall be limited to such LenderBank’s highest lawful rate. The applicable Base Rate, Daily Simple RFR or Term RFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Optional Loan denominated in the Affected Currency Loan shall be paid by the Borrowers in such Optional Affected Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection 5.1, at the election of the Borrower, (i) Revolving Credit Loans and the Term Loan B shall bear interest at the Base Rate or the LIBOR Rate plus, in each case, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing TrancheApplicable Margin as set forth in Section 5.1(c) below; provided that there (A) the LIBOR Rate shall not be at any one time outstanding more than twelve available for Revolving Credit Loans until three (123) Borrowing Tranches in Business Days after the aggregate among all of the Loans Closing Date and (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew B) the LIBOR Rate Option shall not be available for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under Term Loan B until three (3) Business Days after the LIBOR Rate Option shall be converted immediately Closing Date unless the Borrower has delivered to the Base Rate Option as Administrative Agent a letter in form and substance satisfactory to Loans advanced the Administrative Agent indemnifying the Term Loan Lenders in Dollars the manner set forth in Section 5.10 of this Agreement and to Loans bearing (ii) the Term Loan C shall bear interest at the Overnight RTFC Variable Rate plus or the RTFC Fixed Rate; provided that the RTFC Fixed Rate shall not be available until five (5) days after the Closing Date plus, in each case the Applicable Margin for as set forth below. The Borrower shall select the rate of interest and LIBOR Rate Loans as to any Loans advanced in an Optional CurrencyInterest Period or Term Interest Period, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate if any, applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rateat the time a Notice of Borrowing is given pursuant to Section 2.2 or at the time a Notice of Conversion/Continuation is given pursuant to Section 5.2. Each Revolving Credit Loan, Term Loan B or portion thereof bearing interest based on the rate of interest on such Lender’s Loan Base Rate shall be limited to such Lender’s highest lawful rate. Interest a “Base Rate Loan”, and each Revolving Credit Loan, Term Loan B or portion thereof bearing interest based on the principal amount of each Optional Currency Loan LIBOR Rate shall be paid by the Borrowers in such Optional Currency. Notwithstanding a “LIBOR Rate Loan.” Any Revolving Credit Loan, any provisions to the contrary contained in this Agreement Term Loan B or any other portion thereof as to which the Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan. The portion of the Term Loan Document, C bearing interest based on the Borrowers RTFC Variable Rate shall not be required to paya “RTFC Variable Rate Loan”, and the Lenders portion thereof bearing interest based on the RTFC Fixed Rate shall not be permitted to collect, any amount of interest in excess a “RTFC Fixed Rate Loan.” Any portion of the maximum amount of Term Loan C as to which the Borrower has not duly specified an interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest a RTFC Variable Rate Options])Loan.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection 4.1, (i) at the election of the Borrower, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to aggregate principal balance of the Revolving Credit Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all (or any portion of the Loans comprising any Borrowing Tranche; provided that there thereof) shall not be bear interest at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuingthe LIBOR Rate, plus, in each case, the Borrowers may not requestApplicable Margin as set forth below, convert toand (ii) the aggregate principal balance of the Term Loans shall bear interest at the LIBOR Rate, or renew plus the Applicable Margin as set forth below. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given pursuant to Section 2.2 with respect thereto and at the time each Notice of Conversion/Continuation is given pursuant to Section 4.2 with respect thereto. From and including the date the Term Loans are advanced to but excluding the first Business Day of the next calendar quarter, the Term Loans shall bear interest at the LIBOR Rate Option (calculated for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing a one-month interest under the LIBOR Rate Option shall be converted immediately period as of two Business Days prior to the Base Rate Option as to date the Term Loans advanced in Dollars and to are advanced) plus 1.25%. Thereafter, (i) the Term Loans bearing shall bear interest at the Overnight LIBOR Rate plus the Applicable Margin for Margin, and (ii) the Term Loans shall have successive Interest Periods of three (3) months, with the first such three-month Interest Period commencing on the first Business Day of the first calendar quarter beginning after the date the Term Loans are advanced and ending on the first Business Day of the next calendar quarter, and with each subsequent such three-month Interest Period commencing on the date on which the next preceding Interest Period expires and ending on the first Business Day of the next calendar quarter. Each Revolving Credit Loan or portion thereof bearing interest based on the Base Rate shall be a "Base Rate Loan", and each Revolving Credit Loan or portion thereof bearing interest based on the LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s and each Term Loan shall be limited to such Lender’s highest lawful ratea "LIBOR Rate Loan". Interest on the principal amount of each Optional Currency Any Revolving Credit Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, portion thereof as to which the Borrowers shall Borrower has not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest a Base Rate Options])Loan.

Interest Rate Options. The Borrowers Eurodollar Rate Loans and Base Rate Loans may be outstanding at the same time and, so long as no Default or Event of Default shall pay interest in respect have occurred and be continuing, the Borrower shall have the option to elect the Type of Loan and the duration of the outstanding unpaid principal amount of initial and any subsequent Interest Periods and to Convert Revolving Loans in accordance with Sections 2.1(c)(i) and 4.2, as applicable; provided, however, (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be outstanding at any one time outstanding Eurodollar Rate Loans having more than twelve four (124) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. different Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law)Periods, (b) refunded to the payor thereofeach Eurodollar Rate Loan (including each Conversion into and each Continuation as a Eurodollar Rate Loan) shall be in an amount of $2,000,000 or, or if greater than $2,000,000, an integral multiple of $1,000,000, (c) no Eurodollar Rate Loan which is a Revolving A Loan shall have an Interest Period that extends beyond the Revolving A Credit Termination Date, (d) no Eurodollar Rate Loan which is a Revolving B Loan shall have an Interest Period that extends beyond the Revolving B Credit Termination Date and (e) notwithstanding any combination interest rate options or rights of Conversion provided to the Borrower under this Agreement, all Overadvance Loans shall bear interest at the Base Rate at all times. If the Lender does not receive a Borrowing Notice or an Interest Rate Selection Notice giving notice of election of the foregoing; (4duration of an Interest Period or of Conversion of any Loan to or Continuation of a Loan as a Eurodollar Rate Loan by the time prescribed by Sections 2.1(c)(i) and 4.2, as applicable, the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents Borrower shall be deemed to have been and elected to obtain or Convert such Loan to (or Continue such Loan as) a Base Rate Loan until the Borrower notifies the Lender in accordance with Section 4.2. The Borrower shall not be reformed and modified entitled to reflect such reduction; and (5) the Borrowers elect to Continue any Loan as or Convert any Loan into a Eurodollar Rate Loan if a Default or Event of Default shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])occurred and be continuing.

Interest Rate Options. The Borrowers Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Euro-Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; , provided that there shall not be at any one time outstanding more than twelve eight (12) 8) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); applies) and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to only the Base Rate Option or such other interest rates as PNC Bank and the Borrower may agree to Loans advanced in Dollars and from time to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject time shall apply to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversionSwing Loans. If at any time the designated rate applicable to any Loan made by any Lender Bank exceeds such LenderBank’s highest lawful rate, the rate of interest on such LenderBank’s Loan shall be limited to such LenderBank’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers Borrower shall not be required to pay, and the Lenders Banks shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers Borrower shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders Banks may have received hereunder shall be, at the option of the Required LendersBanks, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers Borrower shall have no action against the Administrative Agent or any Lender Bank for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]). Interest on the principal amount of each Loan made in an Optional Currency shall be paid by the Borrower in such Optional Currency.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection 4.1, at the election of the Borrower, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to aggregate principal balance of the Revolving Credit Loans, the Term Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any permitted portion of the Loans comprising any Borrowing Tranche; provided that there thereof shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing bear interest at the Overnight Base Rate, the CD Rate plus or the LIBOR Rate, plus, in each case, the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversionset forth below. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given pursuant to Section 2.2 with respect thereto and at the time each Notice of Conversion/Continuation is given pursuant to Section 4.2 with respect thereto. The Borrower shall select the rate of interest and Interest Period, if any, applicable to the Term Loans at the time the Notice Regarding Term Loans is given pursuant to Section 3.2 and at the time each Notice of Conversion/Continuation is given pursuant to Section 4.2 with respect thereto. Each Revolving Credit Loan or portion thereof bearing interest based on such Lender’s Loan the Base Rate and the Term Loans or portion thereof bearing interest based on the Base Rate shall be limited to such Lender’s highest lawful rate. Interest a "Base Rate Loan," each Revolving Credit Loan or portion thereof bearing interest based on the principal amount of each Optional Currency Loan CD Rate and the Term Loans or portion thereof bearing interest based on the CD Rate shall be paid by a "CD Rate Loan," and each Revolving Credit Loan or portion thereof bearing interest based on the Borrowers in such Optional Currency. Notwithstanding LIBOR Rate and the Term Loans or portion thereof bearing interest based on the LIBOR Rate shall be a "LIBOR Rate Loan." For any provisions period with respect to which the contrary contained in this Agreement Borrower has not duly specified an interest rate for any Revolving Credit Loan or any other Loan Document, portion thereof or for the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, Term Loans or any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor portion thereof, such Revolving Credit Loan or (c) any combination of the foregoing; (4) the interest rates provided for herein portion thereof or Term Loans or portion thereof shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest a Base Rate Options])Loan.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it them from the Base Rate Option or LIBOR Term Rate Loan Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Loans, it being understood that, subject to the provisions of this Agreement, all Revolving Credit Loans made as part of the same Borrowing Tranche shall be made to the same Borrower and shall consist of the same Interest Rate Option, and the same Interest Period shall apply to such Loans that are part of the same Borrowing Tranche; provided that the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the 4860-7040-4657, v.1 Loans comprising any Borrowing Tranche; provided further that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Term Rate Loan Option or the Daily Simple RFR Option, as applicable, for any Loans and the Required Lenders may demand that all existing Borrowing Tranches (i) denominated in Dollars bearing interest under the LIBOR a Term Rate Loan Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced (ii) denominated in an Optional Currency shall either (x) (A) in relation to Term Rate Loans, be converted immediately to the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of such Optional Currency) at the end of the Interest Period therefor; and (B) in relation to Daily Rate Loans, be converted immediately to the Base Rate Option or (y) in relation to Term Rate Loans, be prepaid at the end of the applicable Interest Period in full, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 5.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s 's highest lawful rate, the rate of interest on such Lender’s 's Loan shall be limited to such Lender’s 's highest lawful rate. The applicable Base Rate, Eurocurrency Rate, Term SOFR Rate, Daily Simple RFR, or Term RFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers Subject to the provisions of the Existing Agreement relating to default interest and numbers of Portion of Capitals, the Seller shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans the Purchases denominated in Dollars the Affected Currency as selected by it from the Base applicable Interest Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant Options specified below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Purchases, it being understood that, subject to the provisions of this the Agreement, the Borrowers Seller may select different Interest Rate Options and different Interest Yield Periods to apply simultaneously to the Loans Purchases denominated in the Affected Currency comprising different Borrowing Tranches Portion of Capitals and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans Purchases denominated in the Affected Currency comprising any Borrowing TranchePortion of Capital; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Termination Event of Default or Potential Default Unmatured Termination Event exists and is continuing, the Borrowers Seller may not request, convert to, request or renew the LIBOR any Term RFR Rate Purchase Option or Daily Simple RFR Option for any Loans Purchases and the Required Lenders Majority Purchaser Agents may demand that all existing Borrowing Tranches bearing interest under Portions of Capital denominated in the LIBOR Affected Currency shall either (i) (x) in relation to Term RFR Rate Option shall Purchases, be converted immediately to the Base Rate Option as to Loans advanced denominated in Dollars and (in an amount equal to Loans bearing interest the Dollar Equivalent of the Affected Currency) at the Overnight end of the Yield Period therefor; and (y) in relation to Daily Simple RFR Purchases, be converted immediately to the Base Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced denominated in Dollars (in an Optional amount equal to the Dollar Equivalent of the Affected Currency) or (ii) in relation to Term RFR Rate Purchases, be prepaid at the end of the applicable Yield Period in full, subject in all cases to the obligation of the Borrowers Seller to pay any indemnity under Section 4.10 [Indemnity] the Agreement in connection with any such conversion. If at any time the designated rate applicable to any Loan Purchase made by any Lender Purchaser exceeds such LenderPurchaser’s highest lawful rate, the rate of interest on such LenderPurchaser’s Loan Purchase shall be limited to such LenderPurchaser’s highest lawful rate. The applicable Base Rate, Daily Simple RFR or Term RFR shall be determined by the Administrator, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Optional Purchase denominated in the Affected Currency Loan shall be paid by the Borrowers Seller in such Optional the Affected Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base applicable Interest Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Options specified below applicable to the Revolving Credit Base Rate Option] Loans, the Term Loans, or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]the Swingline Loans, and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; respectively, it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve seven (127) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies)Loans; and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, request or renew the LIBOR any Term Rate Loan Option or Daily Simple RFR Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches (i) denominated in Dollars bearing interest under the LIBOR a Term Rate Loan Option shall be converted immediately to the Base Rate Option as and (ii) denominated in an Alternative Currency shall either (x) (A) in relation to Loans advanced Term Rate Loans, be converted immediately to the Base Rate Option denominated in Dollars and (in an amount equal to Loans bearing interest the Dollar Equivalent of such Alternative Currency) at the Overnight end of the Interest Period therefor; and (B) in relation to Daily Rate plus Loans, be converted immediately to the Applicable Margin for LIBOR Base Rate Loans as Option or (y) in relation to any Loans advanced Term Rate Loans, be prepaid at the end of the applicable Interest Period in an Optional Currencyfull, subject in all cases to the obligation of the Borrowers to pay any indemnity under Section 4.10 5.10 [Indemnity] in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. The applicable Base Rate, Eurocurrency Rate, BSBY Rate, Daily Simple RFR, or Term RFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Optional Loan denominated in an Alternative Currency Loan shall be paid by the Borrowers in such Optional Alternative Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection 4.1, at the election of a Borrower, the Borrowers may aggregate principal balance of any Revolving Credit Loans shall bear interest at (i) the Base Rate or (ii) the Offshore Rate PLUS the Applicable Percentage for Offshore Rate Loans; PROVIDED that (A) such interest rate shall be increased by any amount required pursuant to Section 4.1(f) and (B) Offshore Rate Loans shall not be available until three (3) Business Days after the Closing Date. Such Borrower shall select different the rate of interest, Interest Period, if any, and Applicable Currency, in the case of an Offshore Currency Loan, applicable to any Revolving Credit Loan at the time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2, or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Each Revolving Credit Loan, Swingline Loan, or portion thereof bearing interest based on the Base Rate Options shall be a "Base Rate Loan," and different Interest Periods each Revolving Credit Loan or portion thereof bearing interest based on the Offshore Rate shall be an "Offshore Rate Loan." Any Revolving Credit Loan or any portion thereof as to apply simultaneously to which the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Company, on behalf of a Borrower, requesting such Revolving Credit Loan has not duly specified an interest rate as provided herein shall be deemed a Base Rate Options Loan. A Competitive Bid Loan will bear interest at the Competitive Bid Rate specified in the Competitive Bid accepted by the Borrower with respect to all or any portion of the such Competitive Bid Loan. Swingline Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing bear interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])Swingline Rate.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it any Borrower from the Base applicable Interest Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [specified below applicable to the Revolving Credit Base Rate Option] Loans, the Terms Loans, the Delayed Draw Term Loans or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]the Swingline Loans, and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; respectively, it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve eight (12) 8) Borrowing Tranches in the aggregate among total for all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies)Loans; and provided further provided, further, that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not (at the discretion of the Administrative Agent or upon written demand by the Required Lenders to the Administrative Agent) request, convert to, or renew the LIBOR any Term Rate Loan Option or Daily Simple RFR Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches (i) denominated in Dollars bearing interest under a Term Rate Loan Option shall be converted, at the LIBOR end of the Interest Period therefor, to the Base Rate Option and (ii) denominated in an Alternative Currency shall either (x) (A) in relation to Term Rate Loans, be converted immediately to the Base Rate Option as to Loans advanced denominated in Dollars and (in an amount equal to Loans bearing interest the Dollar Equivalent of such Alternative Currency) at the Overnight end of the Interest Period therefor; and (B) in relation to Daily Rate plus Loans, be converted immediately to the Applicable Margin for LIBOR Base Rate Loans as Option or (y) in relation to any Loans advanced Term Rate Loans, be prepaid at the end of the applicable Interest Period in an Optional Currencyfull, subject in all cases to the obligation obligations of the Borrowers to pay any indemnity under Section 4.10 5.10 [Indemnity] in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. The applicable Base Rate, Term SOFR Rate, Daily Simple RFR or Term RFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Optional Loan denominated in an Alternative Currency Loan shall be paid by the Borrowers in such Optional Alternative Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection 3.1, at the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion election of the applicable Borrower, (i) Revolving Credit Loans comprising any Borrowing Tranche; provided that there shall not be bear interest at any one time outstanding more than twelve (12A) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default plus the Applicable Margin for Base Rate Loans as set forth in Section 3.1(c) or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew (B) the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced set forth in an Optional Currency, subject Section 3.1(c) (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company shall have delivered to the obligation Administrative Agent prior to funding of the Borrowers Loans on the Closing Date a LIBOR funding indemnity letter in form and substance reasonably satisfactory to pay the Administrative Agent) and (ii) any indemnity under Section 4.10 [Indemnity] in connection with Competitive Bid Loan shall bear interest at (A) the LIBOR Rate plus the Competitive Margin specified by the Lender making such conversionCompetitive Bid Loan or (B) the Absolute Rate specified by the Lender making such Competitive Bid Loan. If at any time The applicable Borrower shall select the designated rate of interest and LIBOR Interest Period or Competitive Bid Loan Interest Period, if any, applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, at the rate time a Notice of Borrowing or Competitive Bid Request is given pursuant to Section 2.2 or Section 2.3 or at the time a Notice of Conversion/Continuation is given pursuant to Section 3.2. Each Loan or portion thereof bearing interest based on such Lender’s Loan the Base Rate shall be limited to such Lender’s highest lawful rate. Interest a “Base Rate Loan”, and each Loan or portion thereof bearing interest based on the principal amount of each Optional Currency Loan LIBOR Rate shall be paid by the Borrowers in such Optional Currencya “LIBOR Rate Loan”. Notwithstanding any provisions to the contrary contained in this Agreement Any Loan or any other Loan Document, portion thereof as to which the Borrowers shall applicable Borrower has not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest a Base Rate Options])Loan.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection 4.1, at the election of a Borrower, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the aggregate principal balance of any Revolving Credit Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be bear interest at any one time outstanding more than twelve (12i) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, (ii) the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Offshore Rate plus the Applicable Margin Percentage for LIBOR Offshore Rate Loans; provided that (A) such interest rate shall be increased by any amount required pursuant to Section 4.1(f) and (B) Offshore Rate Loans as to any Loans advanced in an Optional shall not be available until three (3) Business Days after the Closing Date. Such Borrower shall select the rate of interest, Interest Period, if any, and Applicable Currency, subject to in the obligation case of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate an Offshore Currency Loan, applicable to any Revolving Credit Loan made by any Lender exceeds such Lender’s highest lawful rateat the time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2, or at the rate time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Each Revolving Credit Loan, Swingline Loan, or portion thereof bearing interest based on such Lender’s Loan the Base Rate shall be limited to such Lender’s highest lawful rate. Interest a “Base Rate Loan,” and each Revolving Credit Loan or portion thereof bearing interest based on the principal amount of each Optional Currency Loan Offshore Rate shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement an “Offshore Rate Loan.” Any Revolving Credit Loan or any other portion thereof as to which the Company, on behalf of a Borrower, requesting such Revolving Credit Loan Document, the Borrowers shall has not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced deemed a Base Rate Loan. A Competitive Bid Loan will bear interest at the Competitive Bid Rate specified in the Competitive Bid accepted by the Borrower with respect to such Competitive Bid Loan. Swingline Loans shall bear interest at the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])Swingline Rate.

Interest Rate Options. The Borrowers Loans made on the Closing Date and during the Initial Interest Period shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the be Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing bear interest at the Overnight Base Rate plus the Applicable Margin for (the "Applicable Margin") as set forth below in this Section 3.1. Thereafter, Foreign Currency Loans shall bear interest at the IBOR Rate plus the Applicable Margin, Base Rate Loans shall bear interest at a rate equal to the higher of the (i) Floor Rate or the (ii) Base Rate plus the Applicable Margin, Swingline Loans shall bear interest at the Base Rate plus the Applicable Margin, and, LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject to shall bear interest at the obligation LIBOR Rate plus the Applicable Margin. The Applicable Margin may be a negative number. On behalf of the Borrowers Co-Borrowers, the Company shall determine whether a Revolving Loan is to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time be a Base Rate Loan, LIBOR Rate Loan, or Foreign Currency Loan and select the designated rate Interest Period, if any, applicable to any Revolving Loan made by any Lender exceeds such Lender’s highest lawful rate, at the rate time a Notice of interest on such Lender’s Borrowing is given pursuant to Section 2.2 or at the time a Notice of Conversion/Continuation is given pursuant to Section 3.2. Any Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, portion thereof as to which the Borrowers shall Company has not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Lawdeemed a Base Rate Loan, and this Agreement and the other and, if it is a LIBOR Rate Loan Documents shall be deemed to have been or a Foreign Currency Loan for which an Interest Period has ended, shall, so long as no Event of Default has occurred and shall be reformed and modified to reflect such reduction; and (5) the Borrowers continuing, be deemed renewed as a Base Rate Loan and, in each case, no Event of Default shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])arise as a result thereof.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing bear interest at a rate equal to (i) the Overnight Domestic Base Rate plus the Applicable Domestic Base Rate Margin for (subject to adjustment as and when set forth below), if such Loans constitute Revolving Loans made in Dollars or Swingline Loans, or (ii) the Foreign Base Rate plus the Applicable Foreign Base Rate Margin (subject to adjustment as and when set forth below), if such Loans constitute European Swingline Loans made as Base Rate Loans in the Base Rate Currency. LIBOR Rate Loans (which shall include all Revolving Loans made as Foreign Currency Loans, and any European Swingline Loans made in Alternative Currencies other than Europeans Swingline Loans made as Base Rate Loans in the Base Rate Currency) shall bear interest at the LIBOR Rate plus the Applicable LIBOR Margin (subject to adjustment as and when set forth below). On behalf of the Borrowers, AHL shall determine whether a Revolving Loan is to be a Foreign Currency Loan, Base Rate Loan or LIBOR Rate Loan and select the Interest Period, if any, applicable to such Loan at the time a request for borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 3.2. Any Revolving Loan or any portion thereof as to any Loans advanced in which the Company has not duly specified an Optional Currencyinterest rate as provided herein shall, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any (x) if it is a Loan made by any Lender exceeds such Lender’s highest lawful ratein Dollars, the rate be deemed a Base Rate Loan, and (y) if it is a Revolving Loan made as a Foreign Currency Loan, be deemed a LIBOR Rate Loan having an Interest Period of interest on such Lender’s one month. Any LIBOR Rate Loan for which an Interest Period has ended, shall, so long as no Event of Default has occurred and shall be limited to such Lender’s highest lawful rate. Interest on continuing, be deemed renewed as a LIBOR Rate Loan in the principal amount of each Optional currency in which the LIBOR Rate Loan was repayable (unless it is a Foreign Currency Loan made in German deutsche marks, which shall be paid by in full at the Borrowers in end of such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to payInterest Period), and the Lenders have an Interest Period of one month, provided that no Event of Default shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied arise as a credit against the outstanding principal balance of the Obligations or accrued result thereof. The Applicable Domestic Base Rate Margin, Applicable Foreign Base Rate Margin and unpaid interest (not to exceed the maximum amount permitted by Law)Applicable LIBOR Margin, (b) refunded to the payor thereofrespectively, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).increased:

Interest Rate Options. The Borrowers Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this Agreement, the Borrowers Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve eight (12) 8) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers Borrower may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation of the Borrowers Borrower to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s 's highest lawful rate, the rate of interest on such Lender’s 's Loan shall be limited to such Lender’s 's highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers Borrower in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers Borrower shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“"Excess Interest”"). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).:

Interest Rate Options. The Borrowers Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Term SOFR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant specified below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Terms Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve five (125) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Appliesapplies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers Borrower may not request, convert to, or renew the LIBOR Term SOFR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Term SOFR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional CurrencyOption, subject to the obligation of the Borrowers Borrower to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers Borrower shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).govern

Interest Rate Options. The Borrowers Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Euro-Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; , provided that there shall not be at any one time outstanding more than twelve six (126) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); applies) and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to only the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject shall apply to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversionSwing Loans. If at any time the designated rate applicable to any Loan made by any Lender Bank exceeds such Lender’s Bank's highest lawful rate, the rate of interest on such Lender’s Bank's Loan shall be limited to such Lender’s Bank's highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers Borrower shall not be required to pay, and the Lenders Banks shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“"Excess Interest”"). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers Borrower shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders Banks may have received hereunder shall be, at the option of the Required LendersBanks, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers Borrower shall have no action against the Administrative Agent or any Lender Bank for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]3.1).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest 219962390 Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders Banks may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional CurrencyOption, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 5.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender Bank exceeds such Lender’s Bank's highest lawful rate, the rate of interest on such Lender’s Bank's Loan shall be limited to such Lender’s Bank's highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers no Borrower shall not be required to pay, and the Lenders Banks shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“"Excess Interest”"). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers applicable Borrower shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders Banks may have received hereunder shall be, at the option of the Required LendersBanks, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers no Borrower shall have no any action against the Administrative Agent or any Lender Bank for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]4.1).

Interest Rate Options. The Borrowers Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR applicable Interest Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve six (126) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers Borrower may not request, convert to, or renew the LIBOR any Term Rate Loan Option for any Loans and the Required Lenders may demand that (i) all existing Borrowing Tranches of Loans denominated in Dollars bearing interest under the LIBOR Term SOFR Rate Option shall be converted immediately to the Base Rate Option as to and (ii) all existing Borrowing Tranches of Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced denominated in an Optional CurrencyCurrency shall be prepaid, subject or redenominated into Dollars in the amount of the Dollar Equivalent thereof and converted immediately to the Base Rate Option, subject, in each case, to the obligation of the Borrowers Borrower to pay any indemnity under Section 4.10 5.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. The applicable Base Rate, Term SOFR Rate, Daily Simple SOFR, Eurocurrency Rate or Term RFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers Borrower in such Optional Currency. Notwithstanding any provisions to the contrary contained Currency (unless not possible in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against which case the Administrative Agent or any Lender for any damages arising out may permit an alternative form of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]payment).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection, at the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion election of the Borrower, (i) Revolving Credit Loans comprising any Borrowing Tranche; provided that there denominated in Dollars shall not be bear interest at any one time outstanding more than twelve (12A) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans as to any Loans advanced denominated in an Optional CurrencyAlternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, subject (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) any Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Borrower has delivered to the obligation of Administrative Agent a letter in form and substance satisfactory to the Borrowers Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rateobtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of the Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Borrower shall select the rate of interest on such Lender’s and Interest Period, if any, applicable to any Revolving Credit Loan shall be limited at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to such Lender’s highest lawful rateSection 4.2. Interest on the principal amount of each Optional Currency Any Revolving Credit Loan shall be paid by the Borrowers denominated in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement Dollars or any other Loan Document, portion thereof as to which the Borrowers shall Borrower has not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the maximum lawful rate allowed from time to time under Borrower has not duly specified the applicable Law, Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and this Agreement and the other Loan Documents (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to have been and shall be reformed and modified a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent be converted or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])continued.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Euro-Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided , PROVIDED that there shall not be at any one time outstanding more than twelve three (123) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversionLoans. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s 's highest lawful rate, the rate of interest on such Lender’s 's Loan shall be limited to such Lender’s 's highest lawful rate. Interest hereunder shall be charged only on the principal amount of each Optional Currency Loan sums outstanding and shall be paid by computed from the Borrowers in date such Optional Currency. Notwithstanding any provisions indebtedness is incurred to the contrary contained in this Agreement or any other Loan Document, the Borrowers date of repayment. In no event shall not interest be required to pay, and the Lenders shall not be permitted to collect, any amount of interest due at a rate in excess of the maximum amount highest lawful rate in effect from time to time. It is not the intention of the parties hereto to make any agreement which shall be violative of the laws of the State of Florida, the State of New York or the United States of America relating to usury. In no event shall Borrowers pay or Lenders accept or charge any interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in which, together with any other Loan Document, then, in such event: (1) charges upon the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay principal or any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor portion thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein howsoever computed, shall be automatically reduced to exceed the maximum lawful rate allowed of interest allowable under the laws of the State of Florida, the State of New York or the United States of America from time to time under applicable Lawtime, and whichever is higher or unlimited. Should any provision of this Agreement and Agreement, the Revolving Credit Notes or any further notes, loan agreements or any other Loan Documents agreements between the parties be construed to require the payment of interest which, together with any other charges upon the principal or any portion thereof, shall exceed such maximum lawful rate of interest, then any such excess shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action applied against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])remaining principal balance.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection, at the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion election of the Company, (i) Revolving Credit Loans comprising any Borrowing Tranche; provided that there and USD Revolving Credit Loans denominated in Dollars shall not be bear interest at any one time outstanding more than twelve (12A) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans as to any Loans advanced denominated in an Optional CurrencyAlternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, subject (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) anyeach Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the obligation of Administrative Agent a letter in form and substance satisfactory to the Borrowers Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rateobtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest on such Lender’s and Interest Period, if any, applicable to any Revolving Credit Loan shall be limited or USD Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to such Lender’s highest lawful rateSection 4.2. Interest on the principal amount of each Optional Currency Any Revolving Credit Loan shall be paid by the Borrowers or USD Revolving Credit Loan denominated in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement Dollars or any other Loan Document, portion thereof as to which the Borrowers shall Company has not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the maximum lawful rate allowed from time to time under Company has not duly specified the applicable Law, Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and this Agreement and the other Loan Documents (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to have been and shall be reformed and modified a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to reflect such reduction; and be converted or continued (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]it being understood that USD Revolving Loans are available only in Dollars).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing bear interest at a rate equal to (i) the Overnight Domestic Base Rate plus the Applicable Domestic Base Rate Margin for (subject to adjustment as and when set forth below), if such Loans constitute Revolving Loans made in Dollars or Swingline Loans, or (ii) the Foreign Base Rate plus the Applicable Foreign Base Rate Margin (subject to adjustment as and when set forth below), if such Loans constitute European Swingline Loans made as Base Rate Loans in the Base Rate Currency. LIBOR Rate Loans (which shall include all Revolving Loans made as Foreign Currency Loans, and any European Swingline Loans made in Alternative Currencies other than European Swingline Loans made as Base Rate Loans in the Base Rate Currency) shall bear interest at the LIBOR Rate plus the Applicable LIBOR Margin (subject to adjustment as and when set forth below). On behalf of the Borrowers, AHL shall determine whether a Revolving Loan is to be a Foreign Currency Loan, Base Rate Loan or LIBOR Rate Loan and select the Interest Period, if any, applicable to such Loan at the time a request for borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 3.2. Any Revolving Loan or any portion thereof as to any Loans advanced in which the Company has not duly specified an Optional Currencyinterest rate as provided herein shall, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any (x) if it is a Loan made by any Lender exceeds such Lender’s highest lawful ratein Dollars, the rate be deemed a Base Rate Loan, and (y) if it is a Revolving Loan made as a Foreign Currency Loan, be deemed a LIBOR Rate Loan having an Interest Period of interest on such Lender’s one month. Any LIBOR Rate Loan for which an Interest Period has ended, shall, so long as no Event of Default has occurred and shall be limited to such Lender’s highest lawful rate. Interest on continuing, be deemed renewed as a LIBOR Rate Loan in the principal amount of each Optional currency in which the LIBOR Rate Loan was repayable (unless it is a Foreign Currency Loan made in German deutsche marks, which shall be paid in full at the end of such Interest Period), and have an Interest Period of one month, provided that no Event of Default shall arise as a result thereof. For the avoidance of doubt and without limiting the foregoing, (i) any borrowings under the Revolving Facility made in an Alternative Currency (including English Pounds) shall be made by the Borrowers Lenders solely as LIBOR Rate Loans, (ii) any borrowings under the European Swingline Facility made in such Optional Currencyan Alternative Currency (other than English Pounds) shall be made by the European Swingline Lender solely as LIBOR Rate Loans having an Interest Period of one month or as otherwise acceptable to the European Swingline Lender, and (iii) any borrowings under the European Swingline Facility made in English Pounds shall be made by the European Swingline Lender as Foreign Base Rate Loans or, if acceptable to the European Swingline Lender, as LIBOR Rate Loans having an Interest Period of one month or as otherwise acceptable to the European Swingline Lender. Notwithstanding any provisions to the contrary foregoing or anything else contained in this Agreement or any other Loan DocumentDocument to the contrary, (i) each LIBOR Rate Loan issued and outstanding as of March 14, 2002 (the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest “LIBOR Conversion Date”) in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall beDollars shall, at the option end of the Required Lendersthen continuing Interest Period applicable thereto, convert into Base Rate Loans; (aii) applied each Loan made in Dollars on and after the LIBOR Conversion Date shall only be a Base Rate Loan and (iii) interest on each Loan shall be payable as follows: (A) prior to the Expiration Date, interest on all Loans shall be payable in cash on each Interest Payment Date based on a credit against calculation which assumes that such Loans bear interest at a rate per annum equal to 8% (the outstanding principal balance of “Fixed Rate Payments”) and (B) on the Obligations or Expiration Date, interest on all Loans shall be payable in cash on such date in amount equal to the interest accrued and unpaid interest (not to exceed on such Loans under this Section 3.1(a) less the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination aggregate of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect Fixed Rate Payments previously paid on such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])Loans.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection 2.09, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the (i) Revolving Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced denominated in Dollars and to Loans bearing shall bear interest at (A) the Overnight Alternate Base Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional CurrencyPercentage or (B) the Adjusted LIBO RateBenchmark plus the Applicable Percentage, subject to at the obligation election of the Borrowers to pay Borrower, (ii) Revolving Loans denominated in Sterling shall bear interest at the Adjusted LIBO Rate plus the Applicable Percentage, (iii) Revolving Loans denominated in Euros shall bear interest at EURIBOR plus the Applicable Percentage, (iv) Revolving Loans denominated in Canadian Dollars shall bear interest the CDOR Rate plus the Applicable Percentage, (v) Revolving Loans denominated in Australian Dollars shall bear interest at BBSY plus the Applicable Percentage, (vi) Revolving Loans denominated in any indemnity under Section 4.10 [Indemnity] in connection with such conversionothera Permitted Alternative Currency shall bear interest at the LIBO Rateapplicable Benchmark plus the Applicable Percentage and (viiiii) Swingline Loans shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage. If at any time The Borrower shall select the designated rate of interestspecify the Permitted Currency and Interest Period, if any, applicable to any Loan made by at the time a Notice of Borrowing is given pursuant to Section 2.03 or at the time a Notice of Conversion/Continuation is given pursuant to Section 2.10. Any Loan or any Lender exceeds such Lender’s highest lawful rate, portion thereof as to which the rate of Borrower has not duly specified an interest on such Lender’s Loan ratethe Permitted Currency and Interest Period (excluding Alternative CurrencyDaily Simple RFR Loans) as provided herein shall be limited deemed an ABR Loan denominated in Dollars. Requests for Alternative CurrencyEurodollar Loans, Term RFR Loans or Eurocurrency Loans as to such Lender’s highest lawful rate. Interest on which the principal amount of each Optional Currency Loan Borrower has not duly specified an interest rate and interest periodInterest Period shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement deemed arequests for LIBO Rate LoanLoans, Term RFR Loans or any other Loan DocumentEurocurrency Loans, the Borrowers shall not be required to payas applicable, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: one (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid month interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of periodInterest Period. Notwithstanding the foregoing; (4) , after the interest rates provided USD LIBOR Transition Date, any requests for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents Eurodollar Loans shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender requests for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])RFR Loans denominated in Dollars.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection 4.1, at the election of a Borrower, the Borrowers may select different Interest Rate Options aggregate principal balance of any Revolving Credit Loans and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Swingline Loans (including a Borrowing Tranche if the Swingline Lender consents to which such election) shall bear interest at (i) the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, (ii) the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Offshore Rate plus the Applicable Margin Percentage for LIBOR Offshore Rate Loans under the 364 Day Facility or the Five Year Facility, as applicable; provided that such interest rate shall be increased by any amount required pursuant to any Loans advanced in an Optional Section 4.1(f). Such Borrower shall select the rate of interest, Interest Period, if any, and Applicable Currency, subject to in the obligation case of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate an Offshore Currency Loan, applicable to any Revolving Credit Loan made by any Lender exceeds such Lender’s highest lawful rateor Swingline Loan at the time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2, or at the rate time a Notice of Swingline Borrowing is given pursuant to Section 2.6(d) or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Each Revolving Credit Loan, Swingline Loan, or portion thereof bearing interest based on such Lender’s Loan the Base Rate shall be limited to such Lender’s highest lawful rate. Interest a "Base Rate Loan," and each Revolving Credit Loan, Swingline Loan, or portion thereof bearing interest based on the principal amount of each Optional Currency Loan Offshore Rate shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement an "Offshore Rate Loan." Any Revolving Credit Loan or Swingline Loan or any other portion thereof as to which the Borrower requesting such Revolving Credit Loan Document, the Borrowers shall or Swingline Loan has not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced deemed a Base Rate Loan. A Competitive Bid Loan will bear interest at the Competitive Bid Rate specified in the Competitive Bid accepted by the Borrower with respect to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])Competitive Bid Loan.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) the Revolving Credit Loans denominated in Dollars as selected by it them from the Base Rate Option Option, Term SOFR Rate Loan Option, Euro-Rate Option, or LIBOR EURIBOR Rate Option set forth in Section 3.1.1(i) [below applicable to the Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]Loans, and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Revolving Credit Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Revolving Credit Loans comprising any Borrowing Tranche; provided that . Interest on the principal amount of each Revolving Credit Loan made in an Optional Currency shall be paid by the Borrowers in such Optional Currency. Swing Loans shall bear interest at a rate to be agreed upon by the Administrative Agent and the Company, on behalf of all Borrowers. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the Term Loans pursuant to the EURIBOR Rate Option set forth below applicable to the Term Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Periods to apply simultaneously to the Term Loans comprising different Borrowing Tranches and may renew the EURIOBOR Rate Option with respect to the Term Loans comprising any Borrowing Tranche. At no time shall there shall not be at any one time outstanding more than twelve ten (1210) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversionLoans. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers Borrower shall pay interest in respect of the outstanding unpaid principal amount of (ai) the Committed Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Revolving Credit Euro-Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]below applicable to the Committed Loans, and (bii) Optional Currency Loans pursuant each Bid Loan as selected by it with respect to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; each applicable Bid it being understood that, subject to the provisions of this Agreement, the Borrowers Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Committed Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Committed Loans comprising any Borrowing Tranche; , provided that there shall not be at any one time outstanding more than twelve ten (1210) Borrowing Tranches in the aggregate among all of the Committed Loans (including a Borrowing Tranche to which the Base Rate Option Applies); applies) and the Bid Loans, and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to only the Base Rate Option or such other interest rates as National City and the Borrower may agree to Loans advanced in Dollars and from time to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject time shall apply to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional CurrencySwing Loans. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers Borrower shall not be required to pay, and the Lenders Banks shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“"Excess Interest”"). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers Borrower shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders Banks may have received hereunder shall be, at the option of the Required LendersBanks, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).allowed

Interest Rate Options. The Eurodollar Rate Loans and Base Rate Loans may be outstanding at the same time and, so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers shall pay interest in respect have the option to elect the Type of Loan and the duration of the outstanding unpaid principal amount of initial and any subsequent Interest Periods and to Convert Revolving Loans in accordance with SECTIONS 2.1(c)(i) AND 4.2, as applicable; PROVIDED, HOWEVER, (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be outstanding at any one time outstanding Eurodollar Rate Loans and Competitive Bid Loans having more than twelve seven (127) Borrowing Tranches in the aggregate among all of the Loans different Interest Periods, (b) each Eurodollar Rate Loan (including each Conversion into and each Continuation as a Borrowing Tranche to which the Base Eurodollar Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option Loan) shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional amount of $5,000,000 (or the equivalent thereof if in any Alternative Currency) or, subject to if greater than $5,000,000, an integral multiple of $1,000,000 (or the obligation of equivalent thereof if in any Alternative Currency), and (c) no Eurodollar Rate Loan shall have an Interest Period that extends beyond the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversionStated Termination Date. If at any time the designated rate applicable Parent's senior, unsecured, unenhanced Indebtedness ceases to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Documenthave a Rating, the Borrowers shall not be required entitled to payselect Eurodollar Rate Loans and at the end of any then existing Interest Period for a Eurodollar Rate Loan, and such Loan shall convert to Base Rate Loan. If the Lenders shall Administrative Agent does not be permitted to collect, any amount receive a Borrowing Notice or an Interest Rate Selection Notice giving notice of interest in excess election of the maximum amount duration of interest permitted by applicable Law (“Excess Interest”). If an Interest Period or of Conversion of any Excess Interest is provided for Loan to or determined by Continuation of a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against Eurodollar Rate Loan by the outstanding principal balance time prescribed by SECTIONS 2.1(c)(i) and 4.2, as applicable (x) in the case of Loans denominated in Dollars, the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents respective Borrower shall be deemed to have been and shall be reformed and modified elected to reflect obtain or Convert such reduction; and Loan to (5or Continue such Loan as) the Borrowers shall have no action against a Base Rate Loan until such Borrower notifies the Administrative Agent in accordance with SECTION 4.2 and (y) in the case of Alternative Currency Loans, the provisions of SECTION 2.1(b) shall apply. The Borrowers shall not be entitled to elect to Continue any Loan as or Convert any Lender for any damages arising out Loan into a Eurodollar Rate Loan or a Competitive Bid Loan if a Default or Event of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])Default shall have occurred and be continuing.

Interest Rate Options. (a) The Borrowers outstanding principal balance of this --------------------- Note shall pay earn interest in respect at the Prime-Based Rate, provided however that, subject --------------------- to the terms of paragraph 4(b) below, by giving Notification, Undersigned may request to have all or such portion of the outstanding unpaid principal of this Note as hereinafter permitted earn interest, instead, at the As-Offered Fixed Rate or the LIBOR Rate as follows: (i) with respect to the principal amount outstanding under the Facility, from the date of a Notification until the end of the As- Offered Fixed Rate Period or the LIBOR Rate Period (as applicable) specified in the Notification; and/or (ii) with respect to the principal amount of (a) Loans denominated in Dollars as selected by it any portion of the Facility outstanding and earning interest at the As-Offered Fixed Rate or the LIBOR Rate at the time of the Notification related to such principal amount, from the Base expiration of the then current As-Offered Fixed Rate Option Period or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Period related to such principal amount until the end of the As- Offered Fixed Rate Option] Period or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and Period (bas applicable) Optional Currency Loans pursuant to specified in the LIBOR Rate Option set forth in Section 3.1.1(iiNotification; and/or (iii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there principal amount of the Facility outstanding and earning interest at the Prime-Based Rate at the time of Notification, from the date set forth in the Notification until the end of the As-Offered Fixed Rate Period or LIBOR Rate Period (as applicable) specified in the Notification. There shall not be no more than one (1) advance of principal accruing interest at the As-Offered Fixed Rate and no more than one (1) advance of principal accruing interest at the LIBOR Rate outstanding at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversiontime. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, thenThe Undersigned shall, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay selecting any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall beinterest rate option and/or interest rate period, at the option of the Required Lenders, (a) applied as a credit against the outstanding allow for scheduled principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])installment repayments.

Interest Rate Options. The Borrowers shall pay interest in respect of Interest on all Advances, Term Loan A and Term Loan B, as well as all other monetary Obligations that have been charged to the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans Loan Account pursuant to the terms hereof, on the Daily Balance thereof, shall accrue at one of the following per annum rates selected by Borrower: (i) upon notice to the Bank, the Prime Rate, as and when such rate changes (a "Prime Rate Loan"); (ii) upon a minimum of two Business Days prior notice, two (2) percentage points in excess of the 1 or 3 month LIBOR rate with respect to Term Loan A and Term Loan B, as appropriate, and two (2) percentage points in excess of the 1 month LIBOR rate with respect to Advances, as quoted by Bank from Telerate Page 3750 or any successor thereto (which shall be the LIBOR rate in effect two Business Days prior to commencement of the portion of Term Loan A, Term Loan B or the Advance to be subject to the LIBOR rate) (the "LIBOR Rate" and each such portion of Term Loan A, Term Loan B, or the Advance is a "LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood thatLoan"). Notwithstanding the foregoing, from the Closing Date through April 2, 2004, Term Loan A shall bear interest at a fixed rate equal to 4.75%, per annum, and shall thereafter be subject to the provisions of this Agreement, contained in the Borrowers may select different Interest Rate Options and different Interest Periods immediately preceding sentence. The term "Money Markets" refers to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest wholesale funding markets available to Bank, including negotiable certificates of deposit, commercial paper, eurodollar deposits, bank notes, federal funds and others. If a LIBOR Rate Options with respect to all Loan is prepaid, whether by Borrower or any portion as a result of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if acceleration upon an Event of Default or Potential Default exists otherwise, Borrower agrees to pay all of the Bank Expenses and is continuingInterest Differential (as determined by Bank) incurred as a result of such prepayment. The term "Interest Differential" shall mean that sum equal to the greater of 0 or the financial loss incurred by Bank resulting from prepayment, calculated as the Borrowers may difference between the amount of interest the Bank would have earned (from like investments in the Money Markets as of the first day of the subject LIBOR Rate Loan) had prepayment not request, convert to, or renew occurred and the interest the Bank will actually earn (the interest actually earned on the LIBOR Rate Option Loan from the date such loan was made up to, but not including, the date prepaid, plus the amount the Bank will earn from like investments in the Money Markets as of the date of prepayment through the end of the applicable Interest Period for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option Loan being prepaid) as a result of the redeployment of funds from the amount prepaid. Because of the short-term nature of this facility, the Borrower agrees that the Interest Differential shall not be discounted to its present value. Any prepayment of a LIBOR Rate Loan shall be converted immediately in an amount equal to the Base remaining entire principal balance of such LIBOR Rate Option Loan. In the event the Borrower does not timely select another interest rate option at least three Business Days before a LIBOR Rate Loan expires, such LIBOR Rate Loan shall renew for the same Interest Period as initially chosen, with the rate (before adding two (2) percentage points) to Loans advanced be determined two Business Days prior to renewal if a LIBOR Rate Loan. The Bank's internal records of applicable interest rates shall be determinative in Dollars the absence of manifest error. Each LIBOR rate option selected shall apply to a minimum principal amount of $500,000 and to Loans bearing interest at the Overnight Rate plus the Applicable Margin integral multiples of $100,000 in excess thereof. For determining payment dates for LIBOR Rate Loans as Loans, the Business Day shall be the standard convention. In the event after the date of initial funding any governmental authority subjects Bank to any Loans advanced in an Optional Currencynew or additional charge, subject fee, withholding or tax of any kind with respect to any loans hereunder or changes the obligation method of taxation of such loans or changes the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate reserve or deposit requirements applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rateloans, the rate of interest on Borrower shall pay to Bank such Lender’s Loan shall be limited to additional amounts as will compensate Bank for such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement costs or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or lost income resulting therefrom as determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, thenBank, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])its reasonable discretion.

Interest Rate Options. The Borrowers When Borrower gives the Agent a Notice of Borrowing with respect to a requested advance, Borrower shall pay interest in respect of select the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base LIBOR Rate Option or the Prime Rate Option (an "Interest Option"). Notwithstanding the above or any other provision in this Agreement, Borrower may not select the LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit to apply to any requested advance if the Loan is scheduled to mature within the following thirty days. Prior to the termination of each Interest Period with respect to an advance which is subject to the LIBOR Rate Option], Borrower shall give written notice (a "Rollover Notice") to the Agent of the Interest Option which shall be applicable to such advance upon the expiration of such Interest Period. Such Rollover Notice shall be given to the Agent at least one (1) Banking Day, in the event that Borrower selects the Prime Rate Option, or three (3) Eurodollar Banking Days, in the event that Borrower selects the LIBOR Rate Option, prior to the termination of such Interest Period. If Borrower shall specify the LIBOR Rate Option, such Rollover Notice shall also specify the length of the succeeding Interest Period selected by Borrower, provided that Borrower may not select an Interest Period which will extend beyond the Maturity Date. Each Rollover Notice shall be irrevocable and effective upon notification thereof to the Agent. If the required Rollover Notice shall not have been timely received by the Agent (bin accordance with the above provisions of this Section) Optional Currency Loans pursuant prior to the expiration of the then relevant Interest Period in effect when such notice was required to be given, Borrower shall be deemed to have selected the Prime Rate Option to be applicable upon expiration of such Interest Period and to have given the Agent notice of such selection. With respect to any advance which is subject to the Prime Rate Option, Borrower shall have the right, on any Eurodollar Banking Day (a "Conversion Date"), to convert such advance from the Prime Rate Option to the LIBOR Rate Option set forth by giving the Agent a Rollover Notice of such election at least three (3) Eurodollar Banking Day prior to such Conversion Date. Notwithstanding anything in this Section 3.1.1(ii) [Revolving Credit to the contrary, no advance which is subject to the Prime Rate Option may be converted to the LIBOR Rate Option]; it being understood that, and no advance which is subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for may be continued as such when any Loans Event of Default has occurred and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under is continuing. In such an event, each advance subject to the LIBOR Rate Option shall be automatically converted immediately to the Base Prime Rate Option as to Loans advanced in Dollars and to Loans bearing interest at on the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation last day of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])Period.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection 4.1, at the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion election of the Borrower, (i) Revolving Credit Loans comprising any Borrowing Tranche; provided that there shall not be bear interest at any one time outstanding more than twelve (12A) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for as set forth in Section 4.1(c) or (B) the LIBOR Rate plus the Applicable Margin as set forth in Section 4.1(c), (ii) Alternative Currency Loans shall bear interest at the LIBOR Rate plus the Applicable Margin as to any set forth in Section 4.1(c) and (iii) Swingline Loans advanced shall bear interest at the Base Rate plus the Applicable Margin as set forth in an Optional CurrencySection 4.1(c); provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date. The Borrower shall select the rate of interest and Interest Period, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate if any, applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rateat the time a Notice of Borrowing is given pursuant to Section 2.4 or 3.5 or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2. Each Loan or portion thereof bearing interest based on the Base Rate (including, the rate of interest on such Lender’s Loan without limitation, each Swingline Loan) shall be limited to such Lender’s highest lawful rate. Interest a “Base Rate Loan” and each Loan or portion thereof bearing interest based on the principal amount of each Optional LIBOR Rate shall be a “LIBOR Rate Loan.” Any Revolving Credit Loan or any portion thereof as to which the Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan denominated in Dollars. Any Alternative Currency Loan or any portion thereof as to which the Borrower has not duly specified an interest rate as provided herein shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other deemed a LIBOR Rate Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount with an Interest Period of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: one (1) the provisions of this subsection month and shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; made four (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect Business Days after receipt of such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).notice

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection 4.1, (i) at the election of the Borrower, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to aggregate principal balance of the Revolving Credit Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all (or any portion of the Loans comprising any Borrowing Tranche; provided that there thereof) shall not be bear interest at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuingthe LIBOR Rate, plus, in each case, the Borrowers may not requestApplicable Margin as set forth below, convert toand (ii) the aggregate principal balance of the Term Loans shall bear interest at the LIBOR Rate, or renew plus the Applicable Margin as set forth below. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given pursuant to Section 2.2 with respect thereto and at the time each Notice of Conversion/Continuation is given pursuant to Section 4.2 with respect thereto. From and including the date the Term Loans are advanced to but excluding the first Business Day of the next calendar quarter, the Term Loans shall bear interest at the LIBOR Rate Option (calculated for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing a one-month interest under the LIBOR Rate Option shall be converted immediately period as of two Business Days prior to the Base Rate Option as to date the Term Loans advanced in Dollars and to are advanced) plus 1.25%. Thereafter, (i) the Term Loans bearing shall bear interest at the Overnight LIBOR Rate plus the Applicable Margin for Margin, and (ii) the Term Loans shall have successive Interest Periods of three (3) months, with the first such three-month Interest Period commencing on the first Business Day of the first calendar quarter beginning after the date the Term Loans are advanced and ending on the first Business Day of the next calendar quarter, and with each subsequent such three-month Interest Period commencing on the date on which the next preceding Interest Period expires and ending on the first Business Day of the next calendar quarter. Each Revolving Credit Loan or portion thereof bearing interest based on the Base Rate shall be a “Base Rate Loan”, and each Revolving Credit Loan or portion thereof bearing interest based on the LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s and each Term Loan shall be limited to such Lender’s highest lawful ratea “LIBOR Rate Loan”. Interest on the principal amount of each Optional Currency Any Revolving Credit Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, portion thereof as to which the Borrowers shall Borrower has not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest a Base Rate Options])Loan.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection 4.1, at the Borrowers election of the Canadian Borrower, on behalf of the applicable Multicurrency Borrower, Revolving Loans and Non-Cash Management Swingline Loans shall bear interest at the Available Rates provided on Schedule 1.1(a) hereto plus the Applicable Margin; provided that no Fixed Rate Loan shall be available until after the Closing Date upon the delivery of a Notice of Borrowing delivered in accordance with, and at the applicable time required by, Section 2.3 (it being understood that the Canadian Borrower, on behalf of the applicable Multicurrency Borrower, may give a Notice of Conversion/Continuation in accordance with, and at the applicable time required by, Section 4.2 such that any applicable Floating Rate Loan funded on the Closing Date will be converted to a Fixed Rate Loan after the Closing Date); provided further that Bankers' Acceptances shall be discounted, and shall otherwise be subject to such other terms and conditions, set forth in Section 2.10. The Canadian Borrower, on behalf of the applicable Multicurrency Borrower, shall select different the rate of interest and Interest Rate Options and different Interest Periods Period, if any, applicable to apply simultaneously any Revolving Loan at the time a Notice of Borrowing is given pursuant to Section 2.3 or at the Loans comprising different Borrowing Tranches and may convert time a Notice of Conversion/Continuation is given pursuant to or renew one or more Interest Rate Options with respect to all Section 4.2; provided that (i) any Revolving Loan or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche thereof as to which the Base Rate Option Applies); and Canadian Borrower has not duly specified the applicable Multicurrency Borrower (A) in its Notice of Borrowing as provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option herein shall be converted immediately deemed to be a Revolving Loan requested by the Base Rate Option U.S. Borrower and (B) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a Revolving Loan requested by the applicable Multicurrency Borrower converting or continuing such Revolving Loan, (ii) any Revolving Loan or any portion thereof as to Loans advanced which the Canadian Borrower has not duly specified the applicable Permitted Currency (A) in its Notice of Borrowing as provided herein shall be deemed to be a request for a Revolving Loan denominated in Dollars and or (B) in its Notice of Conversion/Continuation as provided herein shall be deemed to be a request for a Revolving Loan denominated in the same Permitted Currency as the Revolving Loan which is being converted or continued, (iii) any Revolving Loan or any portion thereof as to which the Canadian Borrower has not duly specified an interest rate (excluding Revolving Loans denominated in an Alternative Currency) in its Notice of Borrowing or Notice of Conversion/Continuation (as applicable) as provided herein shall be deemed to be a Revolving Loan denominated in Dollars bearing interest at the Overnight applicable Floating Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject set forth on Schedule 1.1(a) hereto with respect to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; Multicurrency Borrower and (5iv) the Borrowers shall have no action against the Administrative Agent or any Lender requests for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).Revolving Loans denominated in an

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Euro-Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Euro-Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Euro-Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Euro-Rate Option]; , it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve six (126) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Euro-Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Euro-Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Euro-Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).223667699

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection 2.09, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the (i) Revolving Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced denominated in Dollars and to Loans bearing shall bear interest at (A) the Overnight Alternate Base Rate plus the Applicable Margin for LIBOR Percentage or (B) the Adjusted LIBO Rate Loans as to any Loans advanced in an Optional Currencyplus the Applicable Percentage, subject to at the obligation election of the Borrowers to pay Borrower, (ii) Revolving Loans denominated in Sterling shall bear interest at the Adjusted LIBO Rate plus the Applicable Percentage, (iii) Revolving Loans denominated in Euros shall bear interest at EURIBOR plus the Applicable Percentage, (iv) Revolving Loans denominated in Canadian Dollars shall bear interest the CDOR Rate plus the Applicable Percentage, (v) Revolving Loans denominated in Australian Dollars shall bear interest at BBSY plus the Applicable Percentage, (vi) Revolving Loans denominated in any indemnity under Section 4.10 [Indemnity] in connection with such conversionother Permitted Alternative Currency shall bear interest at the LIBO Rate plus the Applicable Percentage and (vii) Swingline Loans shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage. If at any time The Borrower shall select the designated rate of interest and Interest Period, if any, applicable to any Loan made by at the time a Notice of Borrowing is given pursuant to Section 2.03 or at the time a Notice of Conversion/Continuation is given pursuant to Section 2.10. Any Loan or any Lender exceeds such Lender’s highest lawful rate, portion thereof as to which the Borrower has not duly specified an interest rate of interest on such Lender’s Loan (excluding Alternative Currency Loans) as provided herein shall be limited deemed an ABR Loan denominated in Dollars. Requests for Alternative Currency Loans as to such Lender’s highest lawful rate. Interest on which the principal amount of each Optional Currency Loan Borrower has not duly specified an interest rate and interest period shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other deemed a LIBO Rate Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: one (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid month interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])period.

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSECTION 5.1, at the election of the Borrowers, the aggregate principal balance of (i) the Revolving Credit Loans shall bear interest at (A) the Base Rate PLUS the Applicable Margin as set forth in SECTION 5.1(c), or (b) the LIBOR Rate PLUS the Applicable Margin as set forth in SECTION 5.1(c); PROVIDED that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously the Administrative Agent have executed an indemnification agreement in form and substance satisfactory to the Administrative Agent, (ii) any Swingline Loan shall bear interest at the Base Rate PLUS the Applicable Margin as set forth in SECTION 5.1(c); and (iii) the Term Loans comprising different Borrowing Tranches shall bear interest at (A) the Base Rate PLUS one and may convert to one half percent (1.5%), or renew one or more Interest (B) the LIBOR Rate Options with respect to all or any portion of the Loans comprising any Borrowing TranchePLUS three percent (3%); provided that there the LIBOR Rate shall not be at any one time outstanding more than twelve available until three (123) Borrowing Tranches in Business Days after the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, Closing Date unless the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately Administrative Agent have executed an indemnification agreement in form and substance satisfactory to the Base Rate Option as to Loans advanced in Dollars Administrative Agent. The Borrowers shall select the rate of interest and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional CurrencyInterest Period, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate if any, applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, at the rate time a Notice of Borrowing is given pursuant to SECTION 2.3 or at the time a Notice of Conversion/Continuation is given pursuant to SECTION 5.2. Each Loan or portion thereof bearing interest based on such Lender’s Loan the Base Rate shall be limited to such Lender’s highest lawful rate. Interest a "BASE RATE LOAN", each Loan or portion thereof bearing interest based on the principal amount of each Optional Currency Loan LIBOR Rate shall be paid by a "LIBOR RATE LOAN." Any Loan or any portion thereof as to which the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall have not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest a Base Rate Options])Loan.

Interest Rate Options. The Borrowers Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR applicable Interest Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve eight (12) 8) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers Borrower may not request, convert to, to or renew the LIBOR any Term Rate Loan Option or Daily Simple RFR Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches (i) denominated in Dollars bearing interest under the LIBOR a Term Rate Loan Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced (ii) denominated in an Optional Currency shall either (x) (A) in relation to Term Rate Loans, be converted immediately to the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of such Optional Currency) at the end of the Interest Period therefor; and (B) in relation to Daily Rate Loans, be converted immediately to the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of such Optional Currency) or (y) in relation to Term Rate Loans, be prepaid at the end of the applicable Interest Period in full, subject in all cases to the obligation of the Borrowers Borrower to pay any indemnity under Section 4.10 5.10 [Indemnity] in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. The applicable Base Rate, Eurocurrency Rate, Term SOFR Rate, Daily Simple SOFR, or Daily Simple RFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers Borrower in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection, at the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion election of the Company, (i) Revolving Credit Loans comprising any Borrowing Tranche; provided that there and USD Revolving Credit Loans denominated in Dollars shall not be bear interest at any one time outstanding more than twelve (12A) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin Percentage or (B) (I) prior to the USD LIBOR Transition Date, the Eurocurrency Rate plus the Applicable Percentage or (II) on and after the USD LIBOR Transition Date, the Benchmark ReplacementAdjusted Term SOFR plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in Euros or Yen or other Currencies (other than Dollars or Pounds Sterling) shall bear interest at the Eurocurrency Rate plus the Applicable Percentage, (iii) Revolving Credit Loans denominated in Pounds Sterling shall bear interest at the Daily Simple RFR plus the Applicable Percentage, (iv) the Japanese Yen Loans shall bear interest at the Japanese Base Rate plus the Applicable Percentage, (v) each Swingline Loan denominated in Dollars shall bear interest at (A) the USD Swingline Rate plus the Applicable Percentage or (B) during any period in which the USD Swingline Rate is unavailable or unascertainable, the Base Rate plus the Applicable Percentage for LIBOR Base Rate Loans as to and (vi) each Swingline Loan denominated in Pounds Sterling shall bear interest at (A) the Pounds Sterling Swingline Rate plus the Applicable Percentage or (B) during any Loans advanced period in an Optional Currencywhich the Pounds Sterling Swingline Rate is unavailable or unascertainable, subject to the obligation of Base Rate plus the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversionApplicable Percentage for Base Rate Loans. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, The Company shall select the rate of interest on such Lender’s and Interest Period, if any, applicable to any Revolving Credit Loan shall be limited or USD Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to such Lender’s highest lawful rateSection 4.2. Interest on the principal amount of each Optional Currency Any Revolving Credit Loan shall be paid by the Borrowers or USD Revolving Credit Loan denominated in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement Dollars or any other Loan Document, portion thereof as to which the Borrowers shall Company has not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the maximum lawful rate allowed from time to time under Company has not duly specified the applicable Law, Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and this Agreement and the other Loan Documents (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to have been and shall be reformed and modified a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to reflect such reduction; and be converted or continued (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]it being understood that USD Revolving Loans are available only in Dollars).

Interest Rate Options. The Borrowers Loans made on the Closing Date shall pay be made only as Base Rate Loans and shall bear interest in respect of at a rate equal to (i) the outstanding unpaid principal amount of (a) Domestic Base Rate, if such Loans denominated constitute Revolving Loans made in Dollars or Swingline Loans, or (ii) the Foreign Base Rate, if such Loans constitute European Swingline Loans made as selected by it from Base Rate Loans in the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(iCurrency. Thereafter, (A) [Revolving Credit Base Rate Option] Loans shall bear interest at a rate equal to (i) the Domestic Base Rate, if such Loans constitute Revolving Loans made in Dollars or Section 3.1.1(iiSwingline Loans, or (ii) [Revolving Credit LIBOR the Foreign Base Rate, if such Loans constitute European Swingline Loans made as Base Rate Option]Loans in the Base Rate Currency, and (bB) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which shall include all Revolving Loans made as Foreign Currency Loans, and any European Swingline Loans made in Alternative Currencies other than Europeans Swingline Loans made as Base Rate Loans in the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option Currency) shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing bear interest at the Overnight LIBOR Rate plus the Applicable Margin (the "Applicable Margin") as set forth below in this Section 3.1. On behalf of the Borrowers, AHL shall determine whether a Revolving Loan is to be a Foreign Currency Loan, Base Rate Loan or LIBOR Rate Loan and select the Interest Period, if any, applicable to such Loan at the time a request for borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 3.2. Any Revolving Loan or any portion thereof as to which the Company has not duly specified an interest rate as provided herein shall, (x) if it is a Loan made in Dollars, be deemed a Base Rate Loan, and (y) if it is a Revolving Loan made as a Foreign Currency Loan, be deemed a LIBOR Rate Loan having an interest period of one month. Any LIBOR Rate Loan for which an interest Period has ended, shall, so long as no Event of Default has occurred and shall be continuing, be deemed renewed as a LIBOR Rate Loan in the currency in which the LIBOR Rate Loan was repayable (unless it is a Foreign Currency Loan made in German deutsche marks, which shall be paid in full at the end of such Interest Period), and have an Interest Period of one month, provided that no Event of Default shall arise as a result thereof. For the avoidance of doubt and without limiting the foregoing, (i) any borrowings under the Revolving Facility made in an Alternative Currency (including English Pounds) shall be made by the Lenders solely as LIBOR Rate Loans, (ii) any borrowings under the European Swingline Facility made in an Alternative Currency (other than English Pounds) shall be made by the European Swingline Lender solely as LIBOR Rate Loans having an Interest Period of one month or as to any Loans advanced in an Optional Currency, subject otherwise acceptable to the obligation of European Swingline Lender, and (iii) any borrowings under the Borrowers to pay any indemnity under Section 4.10 [Indemnity] European Swingline Facility made in connection with such conversion. If at any time the designated rate applicable to any Loan English Pounds shall be made by any the European Swingline Lender exceeds such Lender’s highest lawful rateas Foreign Base Rate Loans or, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions if acceptable to the contrary contained in this Agreement European Swingline Lender, as LIBOR Rate Loans having an Interest Period of one month or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded otherwise acceptable to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])European Swingline Lender.

Interest Rate Options. The Borrowers Subject to the provisions of the Existing Agreement relating to default interest and numbers of Borrowing Tranches, the Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars Affected Currencies as selected by it from the Base applicable Interest Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Options specified below applicable to the Revolving Credit Base Rate Option] Loans or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]the Term Loans, and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; respectively, it being understood that, subject to the provisions of this the Agreement, the Borrowers Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans denominated in Affected Currencies comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans denominated in Affected Currencies comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers Borrower may not request, convert to, request or renew the LIBOR Rate any Term RFR Option or Daily Simple RFR Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR denominated in an Affected Currency shall either (i) (x) in relation to Term RFR Rate Option shall Loans, be converted immediately to the Base Rate Option as to Loans advanced denominated in Dollars and (in an amount equal to Loans bearing interest the Dollar Equivalent of such Affected Currency) at the Overnight end of the Interest Period therefor; and (y) in relation to Daily Simple RFR Loans, be converted immediately to the Base Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced Option denominated in Dollars (in an Optional amount equal to the Dollar Equivalent of such Affected Currency) or (ii) in relation to Term RFR Rate Loans, be prepaid at the end of the applicable Interest Period in full, subject in all cases to the obligation of the Borrowers Borrower to pay any indemnity under Section 4.10 [Indemnity] the Agreement in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. The applicable Base Rate, Daily Simple RFR or Term RFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Optional Loan denominated in an Affected Currency Loan shall be paid by the Borrowers Borrower in such Optional Affected Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection, at the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion election of the Company, (i) Revolving Credit Loans comprising any Borrowing Tranche; provided that there and USD Revolving Credit Loans denominated in Dollars shall not be bear interest at any one time outstanding more than twelve (12A) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for Percentage or (B) (I) prior to the USD LIBOR Transition Date, the LIBOREurocurrency Rate plus the Applicable Percentage or (II) on and after the USD LIBOR Transition Date, the Benchmark Replacement plus the Applicable Percentage, (ii) Revolving Credit Loans denominated in an Alternative CurrencyEuros or Yen or other Currencies (other than Dollars or Sterling) shall bear interest at the LIBOREurocurrency Rate plus the Applicable Percentage, (iii) Revolving Credit Loans denominated in Sterling shall bear interest at the Daily Simple RFR plus the Applicable Percentage, (iv) the Japanese Yen Loans shall bear interest at the Japanese Base Rate plus the Applicable Percentage and, (ivv ) each Swingline Loan denominated in Dollars shall bear interest at (A) the LIBOR Market IndexUSD Swingline Rate plus the Applicable Percentage or (B) during any period in which the LIBOR Market IndexUSD Swingline Rate is unavailable or unascertainable, the Base Rate plus the Applicable Percentage (provided that the LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the obligation of Administrative Agent a letter in form and substance satisfactory to the Borrowers Administrative Agent indemnifying the Lenders againstfor Base Rate Loans and (vi) each Swingline Loan denominated in Pounds Sterling shall bear interest at the Pounds Sterling Swingline Rate plus the Applicable Percentage or (B) during any loss or expenseperiod in which may arise or be attributable to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rateobtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing)the Pounds Sterling Swingline Rate is unavailable or unascertainable, the Base Rate plus the Applicable Percentage for Base Rate Loans. The Company shall select the rate of interest on such Lender’s and Interest Period, if any, applicable to any Revolving Credit Loan shall be limited or USD Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to such Lender’s highest lawful rateSection 4.2. Interest on the principal amount of each Optional Currency Any Revolving Credit Loan shall be paid by the Borrowers or USD Revolving Credit Loan denominated in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement Dollars or any other Loan Document, portion thereof as to which the Borrowers shall Company has not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the maximum lawful rate allowed from time to time under Company has not duly specified the applicable Law, Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and this Agreement and the other Loan Documents (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to have been and shall be reformed and modified a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to reflect such reduction; and be converted or continued (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]it being understood that USD Revolving Loans are available only in Dollars).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection, at the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion election of the Company, (i) Revolving Credit Loans comprising any Borrowing Tranche; provided that there and USD Revolving Credit Loans denominated in Dollars shall not be bear interest at any one time outstanding more than twelve (12A) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans as to any Loans advanced denominated in an Optional CurrencyAlternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, subject (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) each Swingline Loan shall bear interest at (A) the LIBOR Market Index Rate plus the Applicable Percentage or (B) during any period in which the LIBOR Market Index Rate is unavailable or unascertainable, the Base Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the obligation of Administrative Agent a letter in form and substance satisfactory to the Borrowers Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rateobtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest on such Lender’s and Interest Period, if any, applicable to any Revolving Credit Loan shall be limited or USD Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to such Lender’s highest lawful rateSection 4.2. Interest on the principal amount of each Optional Currency Any Revolving Credit Loan shall be paid by the Borrowers or USD Revolving Credit Loan denominated in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement Dollars or any other Loan Document, portion thereof as to which the Borrowers shall Company has not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the maximum lawful rate allowed from time to time under Company has not duly specified the applicable Law, Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and this Agreement and the other Loan Documents (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to have been and shall be reformed and modified a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to reflect such reduction; and be converted or continued (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]it being understood that USD Revolving Loans are available only in Dollars).

Interest Rate Options. The Borrowers Eurodollar Rate Loans and Base Rate Loans may be outstanding at the same time and, so long as no Default or Event of Default shall pay interest in respect have occurred and be continuing, the Borrower shall have the option to elect the Type of Loan and the duration of the outstanding unpaid principal amount initial and any subsequent Interest Periods and to Convert Revolving Loans and Segments of the Term Loans in accordance with Sections 2.2(c)(i) and 4.2, as applicable; provided, however, (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be outstanding at any one time outstanding Eurodollar Rate Loans having more than twelve four (124) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. different Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law)Periods, (b) refunded to the payor thereofeach Eurodollar Rate Loan (including each Conversion into and each Continuation as a Eurodollar Rate Loan) shall be in an amount of $1,000,000 or, or if greater than $1,000,000, an integral multiple of $250,000, (c) any combination no Eurodollar Rate Segment with respect to Term Loan A shall have an Interest Period that extends beyond the Term Loan A Termination Date, no Eurodollar Rate Segment with respect to Term Loan B shall have an Interest Period that extends beyond the Term Loan B Termination Date, and no Eurodollar Rate Loan with respect to the Revolving Loan shall have an Interest Period that extends beyond the Stated Revolving Credit Termination Date. If the Agent does not receive a Borrowing Notice or an Interest Rate Selection Notice giving notice of election of the foregoing; (4duration of an Interest Period or of Conversion of any Loan to or Continuation of a Loan as a Eurodollar Rate Loan by the time prescribed by Sections 2.2(c)(i) or 4.2, as applicable, the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents Borrower shall be deemed to have been and elected to obtain or Convert such Loan to (or Continue such Loan as) a Base Rate Loan until the Borrower notifies the Agent in accordance with Section 4.2. The Borrower shall not be reformed and modified entitled to reflect such reduction; and (5) the Borrowers request or elect to Continue any Loan as a Eurodollar Rate Loan, or Convert any Loan into a Eurodollar Rate Loan, if a Default or Event of Default shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options])occurred and be continuing.

Interest Rate Options. The Subject to the provisions of the Existing Agreement relating to default interest, the Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans the Advances denominated in Dollars Affected Currencies as selected by it from the Base applicable Interest Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant Options specified below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Advances, it being understood that, subject to the provisions of this the Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans Advances denominated in Affected Currencies comprising different Borrowing Tranches Advances of the same type and Affected Currency, and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans Advances denominated in Affected Currencies comprising any Borrowing TrancheAdvance; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, request or renew the LIBOR Rate any Term RFR Option or Daily Simple RFR Option for any Loans Advances and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Advances denominated in an Affected Currency shall either (i) (x) in relation to Term RFR Rate Option shall Advances, be converted immediately to the Base Domestic Rate Option as to Loans advanced denominated in Dollars and (in an amount equal to Loans bearing interest the Dollar Equivalent of such Affected Currency) at the Overnight Rate plus end of the Applicable Margin for LIBOR Interest Period therefor; and (y) in relation to Daily Simple RFR Advances, be converted immediately to Domestic Rate Loans as to any Loans advanced denominated in Dollars (in an Optional amount equal to the Dollar Equivalent of such Affected Currency) or (ii) in relation to Term RFR Rate Advances, be prepaid at the end of the applicable Interest Period in full, subject in all cases to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] the Agreement in connection with any such conversion. If at any time the designated rate applicable to any Loan Advance made by any Lender exceeds such Lender’s 's highest lawful rate, the rate of interest on such Lender’s Loan 's Advance shall be limited to such Lender’s 's highest lawful rate. The applicable Base Rate, Daily Simple RFR or Term RFR shall be determined by the Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Optional Advance denominated in an Affected Currency Loan shall be paid by the Borrowers in such Optional Affected Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base applicable Interest Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Options specified below applicable to the Revolving Credit Base Rate Option] Loans, the Term Loans, or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]the Swingline Loans, and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; respectively, it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve seven (127) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies)Loans; and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, request or renew the LIBOR any Term Rate Loan Option or Daily Simple RFR Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches (i) denominated in Dollars bearing interest under the LIBOR a Term Rate Loan Option shall be converted immediately to the Base Rate Option as and (ii) denominated in an Alternative Currency shall either (x) (A) in relation to Loans advanced Term Rate Loans, be converted immediately to the Base Rate Option denominated in Dollars and (in an amount equal to Loans bearing interest the Dollar Equivalent of such Alternative Currency) at the Overnight end of the Interest Period therefor; and (B) in relation to Daily Rate plus Loans, be converted immediately to the Applicable Margin for LIBOR Base Rate Loans as Option or (y) in relation to any Loans advanced Term Rate Loans, be prepaid at the end of the applicable Interest Period in an Optional Currencyfull, subject in all cases to the obligation of the Borrowers to pay any indemnity under Section 4.10 5.10 [Indemnity] in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. The applicable Base Rate, Term SOFR Rate, Daily Simple RFR, or Term RFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Optional Loan denominated in an Alternative Currency Loan shall be paid by the Borrowers in such Optional Alternative Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Euro-Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; , provided that there shall not be at any one time outstanding more than twelve ten (1210) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Appliesapplies); , and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to only the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus (including the Applicable Margin for LIBOR Rate Loans with respect thereto) or such other interest rates as PNC Bank and the Borrower may agree to any Loans advanced in an Optional Currency, subject from time to time shall apply to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional CurrencySwing Loans. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers Borrower shall not be required to pay, and the Lenders Banks shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“"Excess Interest”"). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers Borrower shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders Banks may have received hereunder shall be, at the option of the Required LendersBanks, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers Borrower shall have no action against the Administrative Agent or any Lender Bank for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]3.1).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Euro-Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Euro-Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Euro-Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Euro-Rate Option]; , it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve six (126) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Euro-Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Euro-Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Euro-Rate Loans as to any Loans advanced in an Optional Currency, subject to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).. 216004669

Interest Rate Options. The Borrowers Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve six (126) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided provided, further that if a Default or an Event of Default or Potential Default exists and is continuing, the Borrowers Borrower may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional CurrencyOption, subject to the obligation of the Borrowers Borrower to pay any indemnity under Section 4.10 [Indemnity] 5.11 in connection with such conversion. If Notwithstanding anything herein to the contrary, if at any time the designated interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan made under Applicable Law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by any the Lender exceeds holding such Lender’s highest lawful rateLoan in accordance with Applicable Law, the rate of interest on payable in respect of such Lender’s Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).

Interest Rate Options. The Borrowers Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR applicable Interest Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant below applicable to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve six (126) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers Borrower may not request, convert to, or renew the LIBOR any Term Rate Loan Option for any Loans and the Required Lenders may demand that (i) all existing Borrowing Tranches of Dollar Loans bearing interest under the LIBOR Term SOFR Rate Option shall be converted immediately to the Base Rate Option as to and (ii) all existing Borrowing Tranches of Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced denominated in an Optional CurrencyCurrency shall be prepaid, subject or redenominated into Dollars in the amount of the Dollar Equivalent thereof and converted immediately to the Base Rate Option, subject, in each case, to the obligation of the Borrowers Borrower to pay any indemnity under Section 4.10 5.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. The applicable Base Rate, Term SOFR Rate, Daily Simple SOFR, Eurocurrency Rate or Term RFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrowers Borrower in such Optional Currency. Notwithstanding any provisions to Currency (unless not possible in which case the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Required Lenders may have received hereunder shall be, at the option permit an alternative form of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]payment).

Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option], and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject Subject to the provisions of this AgreementSection, at the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion election of the Company, (i) Revolving Credit Loans comprising any Borrowing Tranche; provided that there and USD Revolving Credit Loans denominated in Dollars shall not be bear interest at any one time outstanding more than twelve (12A) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for Percentage or (B) the LIBOR Rate plus the Applicable Percentage, (ii) Revolving Credit Loans as to any Loans advanced denominated in an Optional CurrencyAlternative Currency shall bear interest at the LIBOR Rate plus the Applicable Percentage, subject (iii) the Japanese Yen Loans shall bear interest at (A) the Japanese Base Rate plus the Applicable Percentage and (iv) each Swingline Loan shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Company has delivered to the obligation of Administrative Agent a letter in form and substance satisfactory to the Borrowers Administrative Agent indemnifying the Lenders against any loss or expense which may arise or be attributable to pay any indemnity under Section 4.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rateobtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan due to any failure of any Borrower to borrow on the date specified therefore in the initial Notice of Borrowing). The Company shall select the rate of interest on such Lender’s and Interest Period, if any, applicable to any Revolving Credit Loan shall be limited or USD Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to such Lender’s highest lawful rateSection 4.2. Interest on the principal amount of each Optional Currency Any Revolving Credit Loan shall be paid by the Borrowers or USD Revolving Credit Loan denominated in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement Dollars or any other Loan Document, portion thereof as to which the Borrowers shall Company has not be required to pay, and the Lenders shall not be permitted to collect, any amount of duly specified an interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is rate as provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced deemed a Base Rate Loan and any Revolving Credit Loan or any portion thereof as to which the maximum lawful rate allowed from time to time under Company has not duly specified the applicable Law, Permitted Currency (x) in its Notice of Borrowing as provided herein shall be deemed a request for a Revolving Credit Loan denominated in Dollars and this Agreement and the other Loan Documents (y) in its Notice of Conversion/Continuation as provided herein shall be deemed to have been and shall be reformed and modified a request for a Revolving Credit Loan denominated in the same Permitted Currency as the Revolving Credit Loan to reflect such reduction; and be converted or continued (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]it being understood that USD Revolving Loans are available only in Dollars).

Interest Rate Options. The Subject to the provisions of the Existing Agreement relating to default interest and numbers of Borrowing Tranches, the Borrowers shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars Affected Currencies as selected by it from the Base applicable Interest Rate Option or LIBOR Rate Option set forth in Section 3.1.1(i) [Options specified below applicable to the Revolving Credit Base Rate Option] or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]Loans, and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; it being understood that, subject to the provisions of this the Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans denominated in Affected Currencies comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans denominated in Affected Currencies comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, request or renew the LIBOR Rate any Term RFR Option or Daily Simple RFR Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR denominated in an Affected Currency shall either (i) (x) in relation to Term RFR Rate Option shall Loans, be converted immediately to the Base Rate Option as to Loans advanced denominated in Dollars and (in an amount equal to Loans bearing interest the Dollar Equivalent of such Affected Currency) at the Overnight end of the Interest Period therefor; and (y) in relation to Daily Simple RFR Loans, be converted immediately to the Base Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced Option denominated in Dollars (in an Optional amount equal to the Dollar Equivalent of such Affected Currency) or (ii) in relation to Term RFR Rate Loans, be prepaid at the end of the applicable Interest Period in full, subject in all cases to the obligation of the Borrowers to pay any indemnity under Section 4.10 [Indemnity] the Agreement in connection with any such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan The applicable Base Rate, Daily Simple RFR or Term RFR shall be paid determined by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to payAdministrative Agent, and the Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein determination shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).conclusive absent manifest

Interest Rate Options. The Borrowers Borrower shall pay interest in respect of the outstanding unpaid principal amount of (a) the Loans denominated in Dollars as selected by it from the Base Rate Option or LIBOR BSBY Rate OptionTerm SOFR Rate Option set forth in Section 3.1.1(i) [specified below applicable to the Revolving Credit Base Rate Option] Loans or Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]the Swingline Loans, and (b) Optional Currency Loans pursuant to the LIBOR Rate Option set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]; respectively, it being understood that, subject to the provisions of this Agreement, the Borrowers Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than twelve (12) 6 Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies)Revolving Credit Loans; and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrowers Borrower may not request, convert to, or renew the LIBOR BSBY Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR BSBY Rate Option shall be converted immediately to the Base Rate Option as to Loans advanced in Dollars and to Loans bearing interest at the Overnight Rate plus the Applicable Margin for LIBOR Rate Loans as to any Loans advanced in an Optional CurrencyOption, subject to the obligation of the Borrowers Borrower to pay any indemnity under Section 4.10 5.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate.then for so long as such Event of Default is continuing, (i) no outstanding Borrowing Tranche may be converted to, or continued as, a Term SOFR Rate Loan and (ii) Required Lenders may demand that each Term SOFR Rate Loan be automatically converted to a Base Rate Loan immediately, subject to the obligation of the Borrower to pay any indemnity under Section 5.10 [Indemnity] in connection with any such conversion, or at the end of the applicable Interest Period. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate. Interest , the rate of interest on the principal amount of each Optional Currency such Lender’s Loan shall be paid limited to such Lender’s highest lawful rate. The applicable Base Rate or Term SOFR Rate shall be determined by the Borrowers in such Optional Currency. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to payAdministrative Agent, and the Lenders such determination shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”)conclusive absent manifest error. If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Administrative Agent or any Lender for any damages arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]).