Common use of Interest Rates for Loans Clause in Contracts

Interest Rates for Loans. (a) Subject to Section 10.6 hereof, the Notes shall bear interest on their respective outstanding principal balances at the Alternate Base Rate; provided, that (1) all principal outstanding, whether then due and payable, after the occurrence of an Event of Default which has not been cured to the satisfaction of the Agent and the Required Lenders or waived in writing by the Agent and the Required Lenders shall bear interest at the Default Rate, which shall be due and payable upon demand, (2) past due principal and interest shall bear interest at the Default Rate, which shall be payable on demand, and (3) subject to the provisions hereof, the Borrower shall have the option of having all or any portion of the principal balances from time to time outstanding under the Notes (other than Swingline Loans) bear interest until their respective maturities at a rate per annum equal to the Adjusted LIBOR Rate (together with the Alternate Base Rate, individually herein called an “Interest Option” and collectively called “Interest Options”). The records of the Agent, with respect to Interest Options, Interest Periods and the amounts of Loans to which they are applicable shall be binding and conclusive, absent manifest error. Interest on the Loans shall be calculated at the Alternate Base Rate, except where it is expressly provided pursuant to this Agreement that the Adjusted LIBOR Rate is to apply. (b) The Borrower shall have the right to designate or convert its Interest Options in accordance with the provisions hereof. Provided no Default or Event of Default has occurred and is continuing, and subject to the provisions of the last sentence of Subsection 2.8(a) hereinabove and the provisions of Section 2.9 hereof, the Borrower may elect to have the Adjusted LIBOR Rate apply or continue to apply to all or any portion of the principal balances of the Notes. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the outstanding principal balance of the Notes. The Interest Options shall be designated or converted in the manner provided below: (1) The Borrower shall give the Agent notice by telephone, promptly confirmed by written notice (the “Rate Selection Notice”) substantially in the form of Exhibit E hereto. Each such telephone and written notice shall specify the amount and type of borrowings which are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation or conversion (which, in the case of conversion of LIBOR Borrowings, shall be the last day of the Interest Period applicable thereto) and the Interest Period or Periods, if any, selected by the Borrower. Such notice by telephone shall be irrevocable and shall be given to the Agent no later than the applicable Rate Selection Date. If (a) a new Revolving Loan is to be a LIBOR Borrowing, (b) an existing LIBOR Borrowing is maturing at the time that a new Revolving Loan is being requested and the Borrower is electing to have such existing portion of the outstanding principal balance of the Revolving Credit Notes going forward bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, or (c) a portion of an Alternate Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, then the Rate Selection Notice shall be included in the Request for Extension of Credit applicable to the new Revolving Loan, which shall be given to the Agent no later than the applicable Rate Selection Date. (2) No more than five (5) LIBOR Borrowings and corresponding Interest Periods shall be outstanding at any one time. Each LIBOR Borrowing shall be in a minimum aggregate principal amount of at least $500,000 for each Lender, with any increases over such minimum amount being in integral aggregate multiples of $100,000 for each Lender. (3) Principal included in any borrowing shall not be included in any other borrowing which exists at the same time. (4) Each designation or conversion shall occur on a Business Day. (5) Except as provided in Section 2.9 hereof, no LIBOR Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (6) The Agent shall promptly advise the Lenders of any Rate Selection Notice given pursuant to this Section 2.8 and of each Lender’s pro-rata portion of such designation or conversion hereunder. (c) All interest and fees (including the Commitment Fee, but excluding any prepayment fee owing pursuant to Section 2.4 hereof) will be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable, unless the effect of so computing shall be to cause the rate of interest to exceed the Highest Lawful Rate.

Interest Rates for Loans. (a) Subject to Section 10.6 SECTION 9.6 hereof, the Notes Note shall bear interest on their respective outstanding principal balances at the Alternate Base Rate; providedPROVIDED, that (1) all principal outstanding, whether then due and payable, after the occurrence of an Event of Default which has not been cured to the satisfaction of the Agent and the Required Lenders or waived in writing by the Agent and the Required Lenders shall bear interest at the Default Rate, which shall be due and payable upon demand, (2) past due principal and interest shall bear interest at the Default Past Due Rate, which shall be payable on demand, and (32) subject to the provisions hereof, the Borrower shall have the option of having all or any portion of the principal balances from time to time outstanding under the Notes (other than Swingline Loans) Note bear interest until their respective maturities at a rate per annum equal to the Adjusted LIBOR Rate (together with the Alternate Base Rate, individually herein called an “Interest Option” "INTEREST OPTION" and collectively called “Interest Options”"INTEREST OPTIONS"). The records of the Agent, Lender with respect to Interest Options, Interest Periods and the amounts of Loans to which they are applicable shall be binding and conclusive, absent manifest error. Interest on the Loans shall be calculated at the Alternate Base Rate, except where it is expressly provided pursuant to this Agreement that the Adjusted LIBOR Rate is to apply. (b) The Borrower shall have the right to designate or convert its Interest Options in accordance with the provisions hereof. Provided PROVIDED no Default or Event of Default has occurred and is continuing, continuing and subject to the provisions of the last sentence of Subsection 2.8(aSUBSECTION 2.8(A) hereinabove and the provisions of Section SECTION 2.9 hereof, the Borrower may elect to have the Adjusted LIBOR Rate apply or continue to apply to all or any portion of the principal balances of the NotesNote. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the outstanding principal balance of the NotesNote. The Interest Options shall be designated or converted in the manner provided below: (1) The Borrower shall give the Agent Lender notice by telephone, promptly confirmed by written notice (the “Rate Selection Notice”"RATE SELECTION NOTICE") substantially in the form of Exhibit EXHIBIT E hereto. Each such telephone and written notice shall specify the amount and type of borrowings which are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation or conversion (which, in the case of conversion of LIBOR Borrowings, except as provided in SECTION 2.9 hereof, shall be the last day of the Interest Period applicable thereto) and the Interest Period or Periods, if any, selected by the Borrower. Such notice by telephone shall be irrevocable and shall be given to the Agent Lender no later than the applicable Rate Selection Date. If (ax) a new Revolving Loan is to be a LIBOR Borrowing, (by) an existing LIBOR Borrowing is maturing at the time that a new Revolving Loan is being requested and the Borrower is electing to have such existing portion of the outstanding principal balance of the Revolving Credit Notes Note going forward bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, or (cz) a portion of an Alternate Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, then the Rate Selection Notice shall be included in the Request for Extension of Credit applicable to the new Revolving Loan, which shall be given to the Agent Lender no later than the applicable Rate Selection Date. (2) No more than five three (53) LIBOR Borrowings and corresponding Interest Periods shall be outstanding at any one time. Each LIBOR Borrowing shall be in a minimum aggregate principal amount of at least $500,000 for each Lender500,000, with any increases over such minimum amount being in integral aggregate multiples of $100,000 for each Lender100,000. (3) Principal included in any borrowing shall not be included in any other borrowing which exists at the same time. (4) Each designation or conversion shall occur on a Business Day. (5) Except as provided in Section SECTION 2.9 hereof, no LIBOR Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (6) The Agent shall promptly advise the Lenders of any Rate Selection Notice given pursuant to this Section 2.8 and of each Lender’s pro-rata portion of such designation or conversion hereunder. (c) All interest and fees (including the Commitment Fee, but excluding any prepayment fee owing pursuant to Section 2.4 hereof) will be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable, unless the effect of so computing shall be to cause the rate of interest to exceed the Highest Lawful Rate.

Interest Rates for Loans. (a) Subject to Section 10.6 hereof, the Notes shall bear interest on their respective outstanding principal balances at the Alternate Base Rate; provided, that (1) all principal outstanding, whether then due and payable, after the occurrence of an Event of Default which has not been cured to the satisfaction of the Agent and the Required Lenders or waived in writing by the Agent and the Required Lenders shall bear interest at the Default Rate, which shall be due and payable upon demand, (2) past due principal and interest shall bear interest at the Default Past Due Rate, which shall be payable on demand, and (32) subject to the provisions hereof, the Borrower shall have the option of having all or any portion of the principal balances from time to time outstanding under the Notes (other than Swingline Loans) bear interest until their respective maturities at a rate per annum equal to the Adjusted LIBOR Rate (together with the Alternate Base Rate, individually herein called an “"Interest Option” " and collectively called “"Interest Options”"). The records of the Agent, Agent with respect to Interest Options, Interest Periods and the amounts of Loans to which they are applicable shall be binding and conclusive, absent manifest error. Interest on the Loans shall be calculated at the Alternate Base Rate, except where it is expressly provided pursuant to this Agreement that the Adjusted LIBOR Rate is to apply. (b) The Borrower shall have the right to designate or convert its Interest Options in accordance with the provisions hereof. Provided no Default or Event of Default has occurred and is continuing, continuing and subject to the provisions of the last sentence of Subsection 2.8(a) hereinabove and the provisions of Section 2.9 hereof, the Borrower may elect 73 to have the Adjusted LIBOR Rate apply or continue to apply to all or any portion of the principal balances of the Notes. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the outstanding principal balance of the Notes. The Interest Options shall be designated or converted in the manner provided below: (1) The Borrower shall give the Agent notice by telephone, promptly confirmed by written notice (the “"Rate Selection Notice”") substantially in the form of Exhibit E F hereto. Each such telephone and written notice shall specify the amount and type of borrowings which are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation or conversion (which, in the case of conversion of LIBOR Borrowings, except as provided in Section 2.9 hereof, shall be the last day of the Interest Period applicable thereto) and the Interest Period or Periods, if any, selected by the Borrower. Such notice by telephone shall be irrevocable and shall be given to the Agent no later than the applicable Rate Selection Date. If (a) a new Revolving Loan is to be a LIBOR Borrowing, (b) an existing LIBOR Borrowing is maturing at the time that a new Revolving Loan is being requested 74 and the Borrower is electing to have such existing portion of the outstanding principal balance of the Revolving Credit Notes going forward bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, or (c) a portion of an Alternate Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, then the Rate Selection Notice shall be included in the Request for Extension of Credit applicable to the new Revolving Loan, which shall be given to the Agent no later than the applicable Rate Selection Date. (2) No more than five (5) LIBOR Borrowings and corresponding Interest Periods shall be outstanding at any one time. Each LIBOR Borrowing shall be in a minimum aggregate principal amount of at least $500,000 for each Lender1,000,000, with any increases over such minimum amount being in integral aggregate multiples of $100,000 for each Lender100,000. (3) Principal included in any borrowing shall not be included in any other borrowing which exists at the same time. (4) Each designation or conversion shall occur on a Business Day. (5) Except as provided in Section 2.9 hereof, no LIBOR Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (6) The Agent shall promptly advise the Lenders of any Rate Selection Notice given pursuant to this Section 2.8 and of each Lender’s 's pro-rata portion of such designation or conversion hereunder. (c) All interest and fees (including the Commitment Fee, but excluding any prepayment fee owing pursuant to Section 2.4 hereof) will be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable, unless the effect of so computing shall be to cause the rate of interest to exceed the Highest Lawful Rate.

Interest Rates for Loans. (a) Subject to Section 10.6 hereof, (i) the Notes US Revolving Loans and the Swingline Loans shall bear interest on their respective outstanding principal balances at the Alternate Base Rate, (ii) the Canadian Revolving Loans that are denominated in Dollars shall bear interest on their respective outstanding principal balances at the Adjusted US Base Rate (Canada), and (iii) the Canadian Revolving Loans that are denominated in C$ shall bear interest on their respective outstanding principal balances at the Adjusted Canadian Prime Rate; provided, that (1) all principal outstanding, whether then due and payable, after the occurrence of an Event of Default which has not been cured to the satisfaction of the Administrative Agent and the Required Lenders or waived in writing by the Administrative Agent and the Required Lenders shall bear interest at the Default Rate, which shall be due and payable upon demand, (2) past due principal and interest shall bear interest at the Default Rate, which shall be payable on demand, and (3) subject to the provisions hereof, (x) the US Borrower shall have the option of having all or any portion of the principal balances from time to time outstanding under the Notes US Revolving Loans (other than but not the Swingline Loans) bear interest until their respective maturities at a rate per annum equal to the Adjusted LIBOR Rate, (y) the Canadian Borrower shall have the option of having all or any portion of the principal balances from time to time outstanding under the Canadian Revolving Loans that are denominated in Dollars bear interest until their respective maturities at a rate per annum equal to the Adjusted LIBOR Rate, and (z) the Canadian Borrower shall have the option of having all or any portion of the principal balances from time to time outstanding under the Canadian Revolving Loans that are denominated in C$ bear interest until their respective maturities at a rate per annum equal to the Adjusted CDOR Rate (together with the Alternate Base Rate, the Adjusted US Base Rate (Canada) and the Adjusted Canadian Prime Rate, individually herein called an “Interest Option” and collectively called “Interest Options”). The records of the Administrative Agent, with respect to Interest Options, Interest Periods and the amounts of Loans to which they are applicable shall be binding and conclusive, absent manifest error. Interest on the US Revolving Loans and the Swingline Loans shall be calculated at the Alternate Base Rate, except where it is expressly provided pursuant to this Agreement that the Adjusted LIBOR Rate is to apply. Interest on the Canadian Revolving Loans that are denominated in Dollars shall bear interest on their respective outstanding principal balances at the Adjusted US Base Rate (Canada), except where it is expressly provided pursuant to this Agreement that the Adjusted LIBOR Rate is to apply to such Canadian Revolving Loans that are denominated in Dollars. Interest on the Canadian Revolving Loans that are denominated in C$ shall bear interest on their respective outstanding principal balances at the Adjusted Canadian Prime Rate, except where it is expressly provided pursuant to this Agreement that the Adjusted CDOR Rate is to apply to such Canadian Revolving Loans that are denominated in C$. (b) The applicable Borrower shall have the right to designate or convert its Interest Options in accordance with the provisions hereof. Provided no Default or Event of Default has occurred and is continuing, and subject to the provisions of the last sentence three (3) sentences of Subsection 2.8(a) hereinabove and the provisions of Section 2.9 hereof, the applicable Borrower may elect to have the Adjusted LIBOR Rate or Adjusted CDOR Rate, as the case may be, apply or continue to apply to all or any portion of the principal balances of the Notesapplicable Class of Revolving Loans to such Borrower. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the outstanding principal balance of the Notesapplicable Class of Revolving Loans to such Borrower or Revolving Credit Notes from such Borrower. The Interest Options shall be designated or converted in the manner provided below: (1) The applicable Borrower shall give the Administrative Agent notice by telephone, promptly confirmed by written notice (the “Rate Selection Notice”) substantially in the form of Exhibit E hereto. Each such telephone and written notice shall specify the amount and type of borrowings which are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation or conversion (which, in the case of conversion of LIBOR Borrowings or CDOR Rate Borrowings, shall be the last day of the Interest Period applicable thereto) and the Interest Period or Periods, if any, selected by the such Borrower. Such notice by telephone shall be irrevocable and shall be given to the Administrative Agent no later than the applicable Rate Selection Date. If (a) a new Revolving Loan to such Borrower is to be a LIBOR Borrowing or a CDOR Rate Borrowing, (b) an existing LIBOR Borrowing or an existing CDOR Rate Borrowing, as applicable, is maturing at the time that a new Revolving Loan is being requested by such Borrower and the such Borrower is electing to have such existing portion of the outstanding principal balance of the applicable Revolving Credit Notes Loans going forward bear interest at the same Interest Option and for the same Interest Period as the new Revolving LoanLoan to such Borrower, or (c) a portion of an Alternate Rate Borrowing, Canadian Prime Rate Borrowing or US Base Rate (Canada) Borrowing, as applicable, is to be converted so as to bear interest at the same Interest Option and for the same Interest Period as the new Revolving LoanLoan to such Borrower, then the Rate Selection Notice shall be included in the Request for Extension of Credit applicable to the such new Revolving Loan, which shall be given to the Administrative Agent no later than the applicable Rate Selection Date. (2) No more than five (5) LIBOR Borrowings and corresponding Interest Periods shall be outstanding at any one time. No more than three (3) CDOR Rate Borrowings and corresponding Interest Periods shall be outstanding at any one time. Each LIBOR Borrowing and each CDOR Rate Borrowing shall be in a minimum aggregate principal amount of at least $500,000 for each applicable Lender, with any increases over such minimum amount being in integral aggregate multiples of $100,000 for each applicable Lender. (3) Principal included in any borrowing shall not be included in any other borrowing which exists at the same time. (4) Each designation or conversion shall occur on a Business Day. (5) Except as provided in Section 2.9 hereof, no LIBOR Borrowing or CDOR Rate Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (6) The Administrative Agent shall promptly advise the applicable Class of Lenders of any Rate Selection Notice given pursuant to this Section 2.8 and of each such Lender’s pro-rata portion of such designation or conversion hereunder. (c) All interest and fees (including the Commitment Fee, but excluding any prepayment fee owing pursuant to Section 2.4 hereof) will be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable, unless the effect of so computing shall be to cause the rate of interest to exceed the Highest Lawful Rate.

Interest Rates for Loans. (a) Subject to Section 10.6 8.01 hereof, the Notes outstanding principal balance of the Loans shall bear interest on their respective outstanding principal balances and after the date of this Agreement at the Alternate Base Rate; provided, that (1) all principal outstanding, whether then due and payable, outstanding after the occurrence of an Event of Default which has not been cured to the satisfaction of the Agent and the Required Lenders or waived in writing by the Agent and the Required Lenders Lender shall bear interest at the Default Rate, which shall be due and payable upon demand, (2) past due principal and interest shall bear interest at the Default Rate, which shall be payable on demand, and (3) subject to the provisions hereof, the Borrower shall have the option of having all or any portion of the principal balances from time to time outstanding under the Notes (other than Swingline Loans) Loans bear interest until their respective maturities at a rate per annum equal to the Adjusted LIBOR Rate (together with the Alternate Base Rate, individually herein called an “Interest Option” and collectively called “Interest Options”). The records of the AgentLender, with respect to Interest Options, Interest Periods and the amounts of the Loans to which they are applicable shall be binding and conclusive, absent manifest error. Interest on the Loans shall be calculated at the Alternate Base Rate, except where it is expressly provided pursuant to this Agreement that the Adjusted LIBOR Rate is to apply. (b) The Borrower shall have the right to designate or convert its Interest Options in In accordance with the provisions hereof. Provided , and provided no Default or Event of Default has occurred and is continuing, and subject to the provisions of the last sentence of Subsection 2.8(a) hereinabove and the provisions of Section 2.9 hereof, the Borrower may elect to have the Adjusted LIBOR Rate apply or continue to apply to all or any portion of the principal balances of the NotesLoans. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the outstanding principal balance of the NotesLoans and the Note. The Interest Options shall be designated or converted in the manner provided below: (1) The Borrower shall give the Agent notice Lender by telephone, promptly confirmed by written notice (the “Rate Selection Notice”) substantially in the form of Exhibit E B hereto. Each such telephone and written notice shall specify the amount and type of borrowings which are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation or conversion (which, in the case of conversion of LIBOR Borrowings, shall be the last day of the Interest Period applicable thereto) and the Interest Period or Periods, if any, selected by the Borrower. Such notice by telephone shall be irrevocable and shall be given to the Agent Lender no later than the applicable Rate Selection Date. If (a) a new Revolving Loan is to be a LIBOR Borrowing, (b) an existing LIBOR Borrowing is maturing at the time that a new Revolving Loan is being requested and the Borrower is electing to have such existing portion of the outstanding principal balance of the Revolving Credit Notes going forward bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, or (c) a portion of an Alternate Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, then the Rate Selection Notice shall be included in the Request for Extension of Credit Loan applicable to the new Revolving Loan, which shall be given to the Agent Lender no later than the applicable Rate Selection Date.; (2) No more than five six (56) LIBOR Borrowings and corresponding Interest Periods shall be outstanding at any one timetime with respect to the Loans. Each LIBOR Borrowing shall be in a minimum aggregate principal amount of at least $500,000 for each Lender250,000, with any increases over such minimum amount being in integral aggregate multiples of $100,000 for each Lender.50,000; (3) Principal included in any borrowing shall not be included in any other borrowing which exists at the same time.; (4) Each designation or conversion shall occur on a Business Day.; and (5) Except as provided in Section 2.9 2.06 hereof, no LIBOR Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (6) The Agent shall promptly advise the Lenders of any Rate Selection Notice given pursuant to this Section 2.8 and of each Lender’s pro-rata portion of such designation or conversion hereunder. (c) All interest and fees (including the Commitment Fee, but excluding any prepayment fee owing pursuant to Section 2.4 hereof) will be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable, unless the effect of so computing shall be to cause the rate of interest to exceed the Highest Lawful Ceiling Rate.

Interest Rates for Loans. (a) Subject to Section 10.6 hereof, (i) the Notes US Revolving Loans and the Swingline Loans shall bear interest on their respective outstanding principal balances at the Alternate Base Rate, (ii) the Canadian Revolving Loans that are denominated in Dollars shall bear interest on their respective outstanding principal balances at the Adjusted US Base Rate (Canada), and (iii) the Canadian Revolving Loans that are denominated in C$ shall bear interest on their respective outstanding principal balances at the Adjusted Canadian Prime Rate; provided, that (1) all principal outstanding, whether then due and payable, after the occurrence of an Event of Default which has not been cured to the satisfaction of the Administrative Agent and the Required Lenders or waived in writing by the Administrative Agent and the Required Lenders shall bear interest at the Default Rate, which shall be due and payable upon demand, (2) past due principal and interest shall bear interest at the Default Rate, which shall be payable on demand, and (3) subject to the provisions hereof, (x) the US Borrower shall have the option of having all or any portion of the principal balances from time to time outstanding under the Notes US Revolving Loans (other than but not the Swingline Loans) bear interest until their respective maturities at a rate per annum equal to the Adjusted LIBOR Rate, (y) the Canadian Borrower shall have the option of having all or any portion of the principal balances from time to time outstanding under the Canadian Revolving Loans that are denominated in Dollars bear interest until their respective maturities at a rate per annum equal to the Adjusted LIBOR Rate, and (z) the Canadian Borrower shall have the option of having all or any portion of the principal balances from time to time outstanding under the Canadian Revolving Loans that are denominated in C$ bear interest until their respective maturities at a rate per annum equal to the Adjusted CDOR Rate (together with the Alternate Base Rate, the Adjusted US Base Rate (Canada) and the Adjusted Canadian Prime Rate, individually herein called an “Interest Option” and collectively called “Interest Options”). The records of the Administrative Agent, with respect to Interest Options, Interest Periods and the amounts of Loans to which they are applicable shall be binding and conclusive, absent manifest error. Interest on the US Revolving Loans and the Swingline Loans shall be calculated at the Alternate Base Rate, except where it is expressly provided pursuant to this Agreement that the Adjusted LIBOR Rate is to apply. Interest on the Canadian Revolving Loans that are denominated in Dollars shall bear interest on their respective outstanding principal balances at the Adjusted US Base Rate (Canada), except where it is expressly provided pursuant to this Agreement that the Adjusted LIBOR Rate is to apply to such Canadian Revolving Loans that are denominated in Dollars. Interest on the Canadian Revolving Loans that are denominated in C$ shall bear interest on their respective outstanding principal balances at the Adjusted Canadian Prime Rate, except where it is expressly provided pursuant to this Agreement that the Adjusted CDOR Rate is to apply to such Canadian Revolving Loans that are denominated in C$. (b) The applicable Borrower shall have the right to designate or convert its Interest Options in accordance with the provisions hereof. Provided no Default or Event of Default has occurred and is continuing, and subject to the provisions of the last sentence of Subsection 2.8(a) hereinabove and the provisions of Section 2.9 hereof, the Borrower may elect to have the Adjusted LIBOR Rate apply or continue to apply to all or any portion of the principal balances of the Notes. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the outstanding principal balance of the Notes. The Interest Options shall be designated or converted in the manner provided below: (1) The Borrower shall give the Agent notice by telephone, promptly confirmed by written notice (the “Rate Selection Notice”) substantially in the form of Exhibit E hereto. Each such telephone and written notice shall specify the amount and type of borrowings which are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation or conversion (which, in the case of conversion of LIBOR Borrowings, shall be the last day of the Interest Period applicable thereto) and the Interest Period or Periods, if any, selected by the Borrower. Such notice by telephone shall be irrevocable and shall be given to the Agent no later than the applicable Rate Selection Date. If (a) a new Revolving Loan is to be a LIBOR Borrowing, (b) an existing LIBOR Borrowing is maturing at the time that a new Revolving Loan is being requested and the Borrower is electing to have such existing portion of the outstanding principal balance of the Revolving Credit Notes going forward bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, or (c) a portion of an Alternate Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, then the Rate Selection Notice shall be included in the Request for Extension of Credit applicable to the new Revolving Loan, which shall be given to the Agent no later than the applicable Rate Selection Date. (2) No more than five (5) LIBOR Borrowings and corresponding Interest Periods shall be outstanding at any one time. Each LIBOR Borrowing shall be in a minimum aggregate principal amount of at least $500,000 for each Lender, with any increases over such minimum amount being in integral aggregate multiples of $100,000 for each Lender. three (3) Principal included in any borrowing shall not be included in any other borrowing which exists at the same time. (4) Each designation or conversion shall occur on a Business Day. (5) Except as provided in Section 2.9 hereof, no LIBOR Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (6) The Agent shall promptly advise the Lenders of any Rate Selection Notice given pursuant to this Section 2.8 and of each Lender’s pro-rata portion of such designation or conversion hereunder. (c) All interest and fees (including the Commitment Fee, but excluding any prepayment fee owing pursuant to Section 2.4 hereof) will be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable, unless the effect of so computing shall be to cause the rate of interest to exceed the Highest Lawful Rate.sentences of

Interest Rates for Loans. (a) Subject to Section 10.6 9.6 hereof, the Notes each LIBOR Borrowing shall bear interest on their respective outstanding principal balances for each day during each Interest Period with respect thereto at a rate per annum equal to the LIBOR Rate determined for such day plus the Applicable Margin. (b) Each Alternate Base Rate Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate; provided, that Rate plus the Applicable Margin. (1c) all All principal outstanding, whether then due and payable, after the occurrence of an Event of Default which has not been cured to the satisfaction of the Agent and the Required Lenders Lender or waived in writing by the Agent and the Required Lenders Lender shall bear interest at the Default Rate, which shall be due and payable upon demand, (2) past due principal and interest shall bear interest at the Default Rate, which shall be payable on demand, and (3) subject to the provisions hereof, the Borrower shall have the option of having all or any portion of the principal balances may elect from time to time outstanding under the Notes (other than Swingline Loans) bear interest until their respective maturities at a rate per annum equal to the Adjusted convert LIBOR Rate (together with the Borrowings to Alternate Base RateRate Borrowings, individually herein called an “Interest Option” and collectively called “Interest Options”) as provided in Section 2.6(e). The records of the AgentLender, with respect to Interest Options, Interest Periods and the amounts of the Loans to which they are applicable shall be binding and conclusive, absent manifest error. Interest on the Loans shall be calculated at the Alternate Base Rate, except where it is expressly provided pursuant to this Agreement that the Adjusted LIBOR Rate is to apply. (bd) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand. (e) The Borrower shall have the right to designate or convert its Interest Options in accordance with the provisions hereof. Provided no Default or Event of Default has occurred and is continuing, and subject to the provisions of the last sentence of Subsection 2.8(aSection 2.6(c) hereinabove and the provisions of Section 2.9 2.7 hereof, the Borrower may elect from time to have the Adjusted time to convert LIBOR Borrowings to Alternate Base Rate apply or continue to apply to all or any portion of the principal balances of the NotesBorrowings. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the LoansLoan, but such conversion alone shall not change the outstanding principal balance of the Notes. The Interest Options shall be designated or converted in the manner provided below: (1) The Borrower shall give the Agent Lender notice by telephone, promptly confirmed by written notice (the “Rate Selection Notice”) substantially in the form of Exhibit E C hereto. Each such telephone and written notice shall specify the amount and type of borrowings which are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation or conversion (which, in the case of conversion of LIBOR Borrowings, shall be the last day of the Interest Period applicable thereto) and the Interest Period or Periods, if any, selected by the Borrower. Such notice by telephone shall be irrevocable and shall be given to the Agent no later than the applicable Rate Selection Date. If (a) a new Revolving Loan is to be a LIBOR Borrowing, (b) an existing LIBOR Borrowing is maturing at the time that a new Revolving Loan is being requested and the Borrower is electing to have such existing portion of the outstanding principal balance of the Revolving Credit Notes going forward bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, or (c) a portion of an Alternate Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, then the Rate Selection Notice shall be included in the Request for Extension of Credit applicable to the new Revolving Loan, which shall be given to the Agent Lender no later than the applicable Rate Selection Date. (2) No more than five (5) LIBOR Borrowings and corresponding Interest Periods with respect to any Loan shall be outstanding at any one time. Each LIBOR Borrowing shall be in a minimum aggregate principal amount of at least $500,000 for each the Lender, with any increases over such minimum amount being in integral aggregate multiples of $100,000 for each the Lender. (3) Principal included in any borrowing shall not be included in any other borrowing which exists at the same time. (4) Each designation or conversion shall occur on a Business Day. (54) Except as provided in Section 2.9 2.7 hereof, no LIBOR Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (6) The Agent shall promptly advise the Lenders of any Rate Selection Notice given pursuant to this Section 2.8 and of each Lender’s pro-rata portion of such designation or conversion hereunder. (cf) All interest and fees (including the Commitment Fee, but excluding any prepayment fee owing pursuant to Section 2.4 2.3 hereof) will be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable, unless the effect of so computing shall be to cause the rate of interest to exceed the Highest Lawful Rate.

Interest Rates for Loans. (a) Subject to Section 10.6 hereof, the Notes The Note shall bear interest on their respective its outstanding principal balances balance at the Alternate Base Rate; provided, that (1) all principal outstanding, whether then due and payable, outstanding after the occurrence of an Event of Default which has not been cured to the satisfaction of the Agent and the Required Lenders Lender or waived in writing by the Agent and the Required Lenders Lender shall bear interest at the Default Past Due Rate, which shall be due and payable upon demand, (2) all past due principal and interest shall bear interest at the Default Past Due Rate, which shall be payable on demand, and (3) subject to the provisions hereof, the Borrower shall have the option of having all or any portion of the principal balances from time to time outstanding under the Notes (other than Swingline Loans) Note bear interest until their respective maturities its maturity at a rate per annum equal to the Adjusted LIBOR Rate (together with the Alternate Base Rate, individually herein called an “Interest Option” "INTEREST OPTION" and collectively called “Interest Options”"INTEREST OPTIONS"). The records of the AgentLender, with respect to Interest Options, Interest Periods and the amounts of Loans to which they are applicable shall be binding and conclusive, absent manifest error. Interest on the Loans shall be calculated at the Alternate Base Rate, except where it is expressly provided pursuant to this Agreement that the Adjusted LIBOR Rate is to apply. (b) The Borrower shall have the right to designate or convert its Interest Options in accordance with the provisions hereof. Provided no Default or Event of Default has occurred and is continuingwhich has not been waived in writing by the Lender or cured to the satisfaction of the Lender, and subject to the provisions of the last sentence of Subsection 2.8(a) hereinabove and the provisions of Section 2.9 hereof, the Borrower may elect to have the Adjusted LIBOR Rate apply or continue to apply to all or any portion of the principal balances balance of the NotesNote. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the outstanding principal balance of the NotesNote. The Interest Options shall be designated or converted in the manner provided below: (1) The Borrower shall give the Agent Lender notice by telephone, promptly confirmed by written notice (the “Rate Selection Notice”"RATE SELECTION NOTICE") substantially in the form of Exhibit E D hereto. Each such telephone and written notice shall specify the amount and type of borrowings which are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation or conversion (which, in the case of conversion of LIBOR Borrowings, shall be the last day of the Interest Period applicable thereto) and the Interest Period or Periods, if any, selected by the Borrower. Such notice by telephone shall be irrevocable and shall be given to the Agent Lender no later than the applicable Rate Selection Date. If (a) a new Revolving Loan is to be a LIBOR Borrowing, (b) an existing LIBOR Borrowing is maturing at the time that a new Revolving Loan is being requested and the Borrower is electing to have such existing portion of the outstanding principal balance of the Revolving Credit Notes Note going forward bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, or (c) a portion of an Alternate Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, then the Rate Selection Notice shall be included in the Request for Extension of Credit applicable to the new Revolving Loan, which shall be given to the Agent Lender no later than the applicable Rate Selection Date. (2) No more than five seven (57) LIBOR Borrowings and corresponding Interest Periods shall be outstanding at any one time. Each LIBOR Borrowing shall be in a minimum aggregate principal amount of at least $500,000 for each Lender500,000, with any increases over such minimum amount being in integral aggregate multiples of $100,000 for each Lender100,000. (3) Principal included in any borrowing shall not be included in any other borrowing which exists at the same time. (4) Each designation or conversion shall occur on a Business Day. (5) Except as provided in Section 2.9 hereof, no LIBOR Borrowing shall be converted on any day other than the last day of the applicable Interest Period. (6) The Agent shall promptly advise the Lenders of any Rate Selection Notice given pursuant to this Section 2.8 and of each Lender’s pro-rata portion of such designation or conversion hereunder. (c) All interest and fees (including the Commitment Fee, but excluding any prepayment fee owing pursuant to Section 2.4 hereof) will be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable, unless the effect of so computing shall be to cause the rate of interest to exceed the Highest Lawful Rate.