Common use of Interest Rates; Payments Clause in Contracts

Interest Rates; Payments. (a) The principal amount of the Loans outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, plus (ii) the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such Interest Period and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it be the subject of an Adjusted Base Rate Tranche or one or more Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Rate, respectively (each such option is referred to herein as an “Interest Option”); provided that each Tranche shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten (10) Interest Periods be in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b), all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note.

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the applicable Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the Base Rate Loan shall be payable as it accrues on each Quarterly Date, and on the Termination Date. (b) The principal amount of each Eurodollar Loan outstanding from day to day shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Applicable MarginMargin plus (ii) the applicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche Interest Period of one (1), two (2) or three (3) months shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Ratethereto. Interest on any portion of the Loans principal of each Eurodollar Loan subject to a Eurodollar Tranche having an Interest Period of six (6) ), nine (9), or twelve (12) months shall be payable on the last day of such the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.53.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 2,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made500,000. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"Notice of Continuation or Conversion") in the form of Exhibit D H attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c3.5(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “"Conversion Date”"). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 3.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten seven (107) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a3.5(a) or Section 2.5(b)3.5(b) above, all overdue after the occurrence of an Event of Default, interest shall accrue on the outstanding principal balance of andthe Revolving Loan, and to the extent permitted by Law, overdue on the accrued but unpaid interest on the Loans Revolving Loan and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “"contract rate”") is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days (or 366 days in a leap year).

Interest Rates; Payments. (a) The principal amount of the Loans outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, plus (ii) the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such Interest Period and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it be the subject of an Adjusted Base Rate Tranche or one or more Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Rate, respectively (each such option is referred to herein as an “Interest Option”); provided that each Tranche shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten (10) Interest Periods be in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b), all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any NoteLoan after termination of the Commitment, the total amount of interest paid or accrued on such Note Loan is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note Loan an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such NoteLoan.

Interest Rates; Payments. (a) The principal amount of the Loans Loan (including any Swing Line Loan) outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate; provided, plus (ii) the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans Loan (including any Swing Line Loan) subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans Loan outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans principal of the Loan subject to a Eurodollar Tranche having an Interest Period of one (1) or three (3) months shall be payable on the last day of the Interest Period applicable thereto. Interest on any portion of the principal of the Loan subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such Interest Period and on the last day of the initial three-month period and, as applicable, each subsequent, three-three (3) month period during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.52.6, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans Loan borrowed by it be the subject of an Adjusted Base Rate Tranche or one (1) or more Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Rate, respectively (each such option is referred to herein as an “Interest Option”); provided provided, that each Tranche shall be in a minimum amount of $1,000,000 250,000 and shall be in an amount which is an integral multiple of (i) $100,000. Each change 250,000 in an Interest Option made pursuant to this Section 2.5(cthe case of a Eurodollar Tranche, or (ii) shall, for purposes of determining how much of $50,000 in the Loans are the subject case of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was madeTranche. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans Loan upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c2.6(c) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 2.6 to the contrary, no portion of the principal of any Revolving the Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten five (105) Interest Periods Options be in effect with respect to the Loans Loan at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a2.6(a) or Section 2.5(b)2.6(b) above, all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans Loan and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d2.6(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable on the principal of any portion of the Loan subject to a Eurodollar Tranche shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable on the principal of any portion of the Loan subject to an Adjusted Base Rate Tranche shall be computed based on the number of actual days elapsed and based on the actual number of days in the calendar year for which accrued interest is being computed.

Interest Rates; Payments. (a) The principal amount of the Loans Loan (including any Swing Line Loan) outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, plus (ii) the Applicable Margin; provided provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans Loan (including any Swing Line Loan) subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans Loan outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans principal of the Loan subject to a Eurodollar Tranche having an Interest Period of one (1) or three (3) months shall be payable on the last day of the Interest Period applicable thereto. Interest on any portion of the principal of the Loan subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such Interest Period and on the last day of the initial three-month period and, as applicable, each subsequent, three-three (3) month period during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.52.6, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans Loan borrowed by it be the subject of an Adjusted Base Rate Tranche or one (1) or more Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Rate, respectively (each such option is referred to herein as an “Interest Option”); provided provided, that each Tranche shall be in a minimum amount of $1,000,000 250,000 and shall be in an amount which is an integral multiple of (i) $100,000. Each change 250,000 in an Interest Option made pursuant to this Section 2.5(cthe case of a Eurodollar Tranche, or (ii) shall, for purposes of determining how much of $50,000 in the Loans are the subject case of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was madeTranche. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans Loan upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c2.6(c) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 2.6 to the contrary, no portion of the principal of any Revolving the Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten five (105) Interest Periods Options be in effect with respect to the Loans Loan at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a2.6(a) or Section 2.5(b)2.6(b) above, all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans Loan and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d2.6(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or telex, e-mail or telecopy of each rate of interest so determined, and its . Each determination thereof by Administrative Agent of an interest rate or fee hereunder shall be conclusive in the absence of and binding for all purposes, absent manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable on the principal of any portion of the Loan subject to a Eurodollar Tranche shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable on the principal of any portion of the Loan subject to an Adjusted Base Rate Tranche shall be computed based on the number of actual days elapsed and based on a year of 365 or 366 days, as the case may be. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided, that any Loan that is repaid on the same day on which it is made shall, subject to Section 3.2(a), bear interest for one day.

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed at a rate per annum equal to the Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the basis principal of actual days elapsed in a 365 or 366 day yearthe Base Rate Loan shall be payable as it accrues pursuant to Section 2.5 and on each Quarterly Date, as applicableand on the Termination Date. (b) The principal amount of each Eurodollar Loan shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted Base RateApplicable Margin, plus (ii) the Applicable Marginapplicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche each Eurodollar Loan shall be payable as it accrues pursuant to Section 2.5 and, in the case of accrued interest which is not fully paid pursuant to Section 2.5 and which (i) accrues on the last day of each Fiscal Quarter. (b) The outstanding principal amount of the Loans outstanding from day to day which is the subject balance of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans Loan subject to a Eurodollar Tranche having an Interest Period of six one (61), two (2) or twelve three (123) months shall be payable on the last day of such the Interest Period applicable thereto, and (ii) on the outstanding principal balance of any Loan having an Interest Period of more than three (3) months shall be payable on the last day of the initial three-month period and, as applicable, Interest Period applicable thereto and on each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.52.3, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 500,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"Notice of Continuation or Conversion") in the form of Exhibit D H attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be a part of the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c2.3(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert (a "Conversion") all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “"Conversion Date”"). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 2.3 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten four (104) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a2.3(a) or Section 2.5(b)2.3(b) above, all overdue principal of the Obligations and, to the extent permitted by Lawlaw, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in fullinterest, shall bear interestinterest from the date due, payable on demand, for each day until paid at a rate per annum equal to the lesser of (a) the sum of (i) two percent (2%), plus (ii) the Default RateBase Rate in effect from day to day, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “"contract rate”") is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not not, to the extent permitted by law, reduce the rate of interest on the Loans affected Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder computed by reference to the Eurodollar Rate shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder computed by reference to the Base Rate shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days.

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the applicable Base Rate in effect from day to day; providedthat in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the Base Rate Loan shall be payable as it accrues on each Quarterly Date, and on the Termination Date. (b) The principal amount of each Eurodollar Loan outstanding from day to day shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Applicable MarginMargin plus (ii) the applicable Adjusted Eurodollar Rate; provided that providedthat in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche Interest Period of one (1), two (2) or three (3) months shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Ratethereto. Interest on any portion of the Loans principal of each Eurodollar Loan subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.53.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 2,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made500,000. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover NoticeNotice of Continuation or Conversion”) in the form of Exhibit D I attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c3.5(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 3.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten five (105) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a3.5(a) or Section 2.5(b)3.5(b) above, all overdue after the occurrence of an Event of Default, interest shall accrue on the outstanding principal balance of andthe Revolving Loan, and to the extent permitted by Law, overdue on the past due but unpaid interest on the Loans Revolving Loan and all other past due Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (ia) the Default Rate, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days (or 366 days in a leap year).

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the Applicable Marginapplicable Base Rate in effect from day to day; provided -------- that in no event shall the rate charged hereunder or under the Notes exceed the ---- Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche Loan shall be payable as it accrues on each Quarterly Date, and on the last day of each Fiscal QuarterTermination Date. (b) The principal amount of the Loans each Eurodollar Loan outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, Applicable Margin plus (ii) the Applicable Marginapplicable Adjusted Eurodollar Rate; provided, provided that in no event shall the rate charged -------- ---- hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans principal of each Eurodollar Loan subject to a an Interest Period of one (1), two (2) or three (3) months shall be payable on the last day of the Interest Period applicable thereto. Interest on any portion of the principal of each Eurodollar Tranche having Loan subject to an Interest Period of six (6) ), nine (9), or twelve (12) months shall be payable on the last day of such the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.53.5, Borrower shall have the option of ----------- having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a -------- ---- minimum amount of $1,000,000 2,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made500,000. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"NOTICE ------ OF CONTINUATION OR CONVERSION") in the form of Exhibit D H attached hereto to -------------------------------- --------- Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c3.5(c) on the minimum amount and number of --------------- Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “Conversion Date”"CONVERSION DATE"). The Conversion Date selected by Borrower shall be a ---------------- Eurodollar Business Day. Notwithstanding anything in this Section 2.5 3.5 to the ----------- contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten seven (107) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a3.5(a) or Section 2.5(b), all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note.-------------- Section

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the applicable Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the Base Rate Loan shall be payable as it accrues on each Quarterly Date, and on the Termination Date. (b) The principal amount of each Eurodollar Loan outstanding from day to day shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Applicable MarginMargin plus (ii) the applicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans subject to a Eurodollar Tranche having an Interest Period of six one (61), two (2) or twelve three (123) months shall be payable on the last day of such the Interest Period and applicable thereto. Interest on any portion of the principal of each Eurodollar Loan subject to an Interest Period of six (6) months shall be payable on the last day of the initial three-month period and, as applicable, Interest Period applicable thereto and on each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 2,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made500,000. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"Notice of Continuation or Conversion") in the form of Exhibit D G attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “"Conversion Date”"). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten five (105) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b)) above, all overdue after the occurrence of an Event of Default, interest shall accrue on the outstanding principal balance of andthe Revolving Loan, and to the extent permitted by Law, overdue on the past due but unpaid interest on the Loans Revolving Loan and all other past due Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (ia) the Default Rate, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “"contract rate”") is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days (or 366 days in a leap year).

Interest Rates; Payments. (a) The principal ------------------------ amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed at a rate per annum equal to the Base Rate in effect from day to day; provided, -------- that in no event shall the rate charged hereunder or under the Notes exceed the ---- Maximum Lawful Rate. Interest on the basis Base Rate Loan shall be payable as it accrues on each Quarterly Date, and on the Termination Date. (b) The principal amount of actual days elapsed in a 365 or 366 each Eurodollar Loan outstanding from day year, as applicable) to day shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the Applicable Marginapplicable Adjusted Eurodollar Rate; provided provided, that in no event shall the rate -------- ---- charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans subject to a Eurodollar Tranche having an Interest Period of six one (61), two (2) or twelve three (123) months shall be payable on the last day of such the Interest Period and applicable thereto. Interest on any portion of the principal of each Eurodollar Loan having an Interest Period of six (6) months shall be payable on the last day of the initial three-month period and, as applicable, Interest Period applicable thereto and on each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.53.3, Borrower shall have ----------- the option of having all or any portion of the principal outstanding under the Loans borrowed by it Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in -------- ---- a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"Notice ------ of Continuation or Conversion") in the form of Exhibit D F attached hereto to ----------------------------- --------- Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche selection Loan selection, and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c3.3(c) on the minimum -------------- amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “"Conversion Date”"). The Conversion Date --------------- selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 3.3 to the contrary, no portion of the principal of any Revolving Loan which is ----------- the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten five (105) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a3.3(a) or Section 2.5(b)(b) above, all overdue after the occurrence of an Event of Default, -------------- --- interest shall accrue on the outstanding principal balance of andthe Loan, and to the extent permitted by Law, overdue on the accrued but unpaid interest on the Loans Loan and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (ia) the Default Rate, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “"contract rate”") is limited to the Maximum Lawful Rate, any ------------- subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days.

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the Applicable Marginapplicable Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes any Note exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche Loan shall be payable as it accrues on each Quarterly Date, and on the last day Termination Date, provided, that in the event of each Fiscal Quarterrepayment or prepayment of any Base Rate Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. (b) The principal amount of the Loans each Eurodollar Loan outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, Applicable Margin plus (ii) the Applicable Marginapplicable Adjusted Eurodollar Rate; provided, provided that in no event shall the rate charged hereunder or under the Notes any Note exceed the Maximum Lawful Rate. Interest on any portion of the Loans principal of each Eurodollar Loan subject to a Eurodollar Tranche having an Interest Period of six one (61), two (2) or twelve three (123) months shall be payable on the last day of such the Interest Period and applicable thereto; provided, that in the event of prepayment of any Eurodollar Loan, accrued interest on the last day principal amount repaid or prepaid shall be payable on the date of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest Periodprepayment. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.52.4, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche or Loan and one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”); provided that each Tranche shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was maderespectively. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover NoticeNotice of Continuation or Conversion”) in the form of Exhibit D G attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c2.4(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 2.4 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten five (105) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a2.4(a) or Section 2.5(b)2.4(b) above, all overdue after the occurrence of an Event of Default, interest shall accrue on the outstanding principal balance of andthe Revolving Loan, and to the extent permitted by Law, overdue on the past due but unpaid interest on the Loans Revolving Loan and all other past due Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail facsimile of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any NoteRevolving Loan, the total amount of interest paid or accrued on such Note Revolving Loan is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note Revolving Loan an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such NoteRevolving Loan. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days (or 366 days in a leap year).

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the applicable Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the Base Rate Loan shall be payable as it accrues on the last day of each calendar month, commencing January 31, 2004, and on the Termination Date. (b) The principal amount of each Eurodollar Loan outstanding from day to day shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Applicable MarginMargin plus (ii) the applicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans subject to a Eurodollar Tranche having an Interest Period of six one (61), two (2) or twelve three (123) months shall be payable on the last day of such the Interest Period and applicable thereto. Interest on any portion of the principal of each Eurodollar Loan subject to an Interest Period of six (6) months shall be payable on the last day of the initial three-month period and, as applicable, Interest Period applicable thereto and on each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”); provided that each Tranche shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was maderespectively. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"Notice of Continuation or Conversion") in the form of Exhibit D H attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche selection Loan selection, and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “"Conversion Date”"). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten five (105) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b)) above, all overdue after the occurrence of an Event of Default, interest shall accrue on the outstanding principal balance of andthe Revolving Loan, and to the extent permitted by Law, overdue on the accrued but unpaid interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for Revolving Loan from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “"contract rate”") is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days (or 366 days in a leap year).

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the applicable Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the Base Rate Loan shall be payable as it accrues on each Quarterly Date, and on the Termination Date. (b) The principal amount of each Eurodollar Loan outstanding from day to day shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Applicable MarginMargin plus (ii) the applicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche Interest Period of one (1), two (2) or three (3) months shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Ratethereto. Interest on any portion of the Loans principal of each Eurodollar Loan subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 2,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made500,000. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"Notice of Continuation or Conversion") in the form of Exhibit D G attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “"Conversion Date”"). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten five (105) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b)) above, all overdue after the occurrence of an Event of Default, interest shall accrue on the outstanding principal balance of andthe Revolving Loan, and to the extent permitted by Law, overdue on the past due but unpaid interest on the Loans Revolving Loan and all other past due Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (ia) the Default Rate, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “"contract rate”") is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days (or 366 days in a leap year).

Interest Rates; Payments. (a) The principal amount of the Loans outstanding Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate in effect from day to day which is day; provided that in no event shall the subject of an Adjusted rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the Base Rate Tranche Loan shall be payable as it accrues on each Quarterly Date, and on the Termination Date. (b) The principal amount of each Eurodollar Loan shall bear interest (computed on for the basis of actual days elapsed in a 365 or 366 day year, as applicable) Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted Base Rate, plus (ii) the Applicable MarginMargin plus the applicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion Eurodollar Loan having an Interest Period of the principal of the Loans subject to an Adjusted Base Rate Tranche one (1), two (2) or three (3) months shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Ratethereto. Interest on any portion of the Loans subject to a Eurodollar Tranche Loan having an Interest Period of six (6) ), or twelve (12) months shall be payable on the last day of such the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 2,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made500,000. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"Notice of Continuation or Conversion") in the form of Exhibit D G attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten (10) Interest Periods be in effect with respect to the Loans at any time.Notice (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b)(b) above, all overdue principal of and, to the extent permitted by Lawlaw, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in fullinterest, shall bear interestinterest from the date due, payable on demand, for each day until paid at a rate per annum equal to the lesser of (a) the sum of (i) three percent (3%), plus (ii) the Default RateBase Rate in effect from day to day, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “"contract rate”") is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days.

Interest Rates; Payments. (a) The principal amount of the Loans outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the lesser of (x) the sum of the LIBO Rate plus the Applicable Margin and (y) the Highest Lawful Rate, payable in arrears on each Quarterly Payment Date and on the Maturity Date. On each Quarterly Payment Date, (i) the Adjusted Base Rate, plus all accrued interest other than PIK Interest shall be paid in cash and (ii) accrued interest equal to the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. PIK Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche Amount shall be payable as it accrues on paid in kind. All PIK Interest will be capitalized by increasing the last day of each Fiscal Quarter. (b) The outstanding principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed relevant Quarterly Payment Date by the PIK Interest Amount payable on such date (including, with respect to the first Quarterly Payment Date after the Effective Date, accrued and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed unpaid PIK Interest on the basis of actual days elapsed in a 365 or 366 day yearExisting Loans outstanding under the Existing Credit Agreement on the Effective Date). Unless the context otherwise requires, as applicable) for the Interest Period applicable thereto at a rate per annum equal all purposes hereof, references to the sum of (i) “outstanding principal amount” or the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion “principal amount outstanding” of the Loans subject to a Eurodollar Tranche having an includes any PIK Interest Period of six (6) or twelve (12) months shall be payable on the last day of such Interest Period so capitalized and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject added to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it be the subject of an Adjusted Base Rate Tranche or one or more Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Rate, respectively (each such option is referred to herein as an “Interest Option”); provided that each Tranche shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to from the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Dayinterest has been so added. Notwithstanding anything in the foregoing provisions of this Section 2.5 to subsection, however, without the contrary, no portion consent of the principal of any Revolving Loan which is Required Lenders, during the subject continuance of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall all interest must be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten (10) Interest Periods be paid in effect with respect to the Loans at any timecash. (db) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b2.04(a), all overdue principal upon the occurrence and during the continuance of andan Event of Default, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due Indebtedness (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, not accelerated) shall bear interestinterest (including post-petition interest in any proceeding under Debtor Relief Laws, whether or not allowed in such a proceeding), at a rate per annum equal to the lesser of (i) the Default Rate, sum of (A) the rate provided for in Section 2.04(a) plus (B) 2.0% per annum and (ii) the Maximum Highest Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable in cash from time to time on demand. Payment or acceptance of the increased rates of interest provided for in this Section is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender. (e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (fc) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Highest Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Highest Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any NoteLoan, the total amount of interest paid or accrued on such Note Loan is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, the Borrower shall pay to the holder of such Note Loan an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Highest Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such NoteLoan.

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the applicable Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the Base Rate Loan shall be payable as it accrues on each Quarterly Date, and on the Termination Date. (b) The principal amount of each Eurodollar Loan outstanding from day to day shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Applicable MarginMargin plus (ii) the applicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche Interest Period of one (1), two (2) or three (3) months shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Ratethereto. Interest on any portion of the Loans principal of each Eurodollar Loan subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 2,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made500,000. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"Notice of Continuation or Conversion") in the form of Exhibit D G attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “"Conversion Date”"). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten five (105) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b)) above, all overdue after the occurrence of an Event of Default, interest shall accrue on the outstanding principal balance of andthe Revolving Loan, and to the extent permitted by Law, overdue on the past due but unpaid interest on the Loans Revolving Loan and all other past due Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “"contract rate”") is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days (or 366 days in a leap year).

Interest Rates; Payments. (a) The principal amount of the Loans outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, plus (ii) the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar SOFR Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR RateTerm SOFR, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate; provided further that, the Adjusted Term SOFR shall not be available for three (3) U.S. Government Securities Business Days after the Eighth Amendment Effective Date. Interest on any portion of the Loans subject to a Eurodollar SOFR Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such Interest Period and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it be the subject of an Adjusted Base Rate Tranche or one or more Eurodollar SOFR Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR RateTerm SOFR, respectively (each such option is referred to herein as an “Interest Option”); provided that each Tranche shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar SOFR Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar SOFR Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar SOFR Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar SOFR Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar U.S. Government Securities Business Days, in the case of a Eurodollar SOFR Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar SOFR Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower Xxxxxxxx shall be deemed to have elected that the principal of any Revolving Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar SOFR Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar SOFR Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar U.S. Government Securities Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar U.S. Government Securities Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar SOFR Tranche and no Eurodollar SOFR Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar SOFR Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten (10) Interest Periods be in effect with respect to the Loans at any time. Notwithstanding anything to the contrary in this Agreement, all Borrowings as of the Eighth Amendment Effective Date shall initially be Adjusted Base Rate Borrowings. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b), all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate Adjusted Term SOFR hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any NoteLoan after termination of the Commitment, the total amount of interest paid or accrued on such Note Loan is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note Loan an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such NoteLoan. (g) In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Paper, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Paper. The Administrative Agent will promptly notify the Borrower and the Banks of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the applicable Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the Base Rate Loan shall be payable as it accrues on each Quarterly Date, and on the Termination Date. (b) The principal amount of each Eurodollar Loan outstanding from day to day shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Applicable MarginMargin plus (ii) the applicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche Interest Period of one (1), two (2) or three (3) months shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Ratethereto. Interest on any portion of the Loans principal of each Eurodollar Loan subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 2,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made500,000. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover NoticeNotice of Continuation or Conversion”) in the form of Exhibit D G attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten five (105) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b)) above, all overdue after the occurrence of an Event of Default, interest shall accrue on the outstanding principal balance of andthe Revolving Loan, and to the extent permitted by Law, overdue on the past due but unpaid interest on the Loans Revolving Loan and all other past due Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any NoteRevolving Loan, the total amount of interest paid or accrued on such Note Revolving Loan is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of Bank that made such Note Revolving Loan an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such NoteRevolving Loan. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days (or 366 days in a leap year).

Interest Rates; Payments. (a) The principal amount of the Loans outstanding Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate in effect from day to day which is day; PROVIDED THAT in no event shall the subject of an Adjusted rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the Base Rate Tranche Loan shall be payable as it accrues on each Quarterly Date, and on the Termination Date. (b) The principal amount of each Eurodollar Loan shall bear interest (computed on for the basis of actual days elapsed in a 365 or 366 day year, as applicable) Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted Base Rate, plus (ii) the Applicable MarginMargin plus the applicable Adjusted Eurodollar Rate; provided that PROVIDED THAT in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months Loan shall be payable on the last day of such the Interest Period and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest Periodapplicable thereto. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5SECTION 3.3, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 2,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made500,000. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"NOTICE OF CONTINUATION OR CONVERSION") in the form of Exhibit D EXHIBIT F attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be a part of the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(cSECTION 3.3(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert (a "CONVERSION") all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”"CONVERSION DATE"). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 SECTION 3.3 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten five (105) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(aSECTION 3.3(a) or Section 2.5(b)OR (b) above, all overdue principal of and, to the extent permitted by Lawlaw, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in fullinterest, shall bear interestinterest from the date due, payable on demand, for each day until paid at a rate per annum equal to the lesser of (a) the sum of (i) three percent (3%), plus (ii) the Default RateBase Rate in effect from day to day, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “"contract rate”") is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days.

Interest Rates; Payments. (a) The principal amount of the Loans Loan outstanding from day to day which is the subject of an Adjusted a Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, plus (ii) the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans Loan subject to an Adjusted a Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans Loan outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans principal of the Loan subject to a Eurodollar Tranche having an Interest Period of six one (61), two (2) or twelve three (123) months shall be payable on the last day of such the Interest Period applicable thereto. Interest on any portion of the principal of the Loan subject to a Eurodollar Tranche having an Interest Period of more than three (3) months shall be payable on the last day of the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-three (3) month period during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5Section, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans Loan borrowed by it be the subject of an Adjusted a Base Rate Tranche or one (1) or more Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Rate, respectively respectively, and subject to the provisions of Sections 2.5(a) and (b) above (each such option is referred to herein as an “"Interest Option”"); provided provided, that each Tranche shall be in a minimum amount of $1,000,000 500,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, shall be deemed both a payment in full of the portion of the principal of the Loans Loan which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans Loan is not changed thereby) of the portion of the principal of the Loans Loan which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “"Rollover Notice”") in the form of Exhibit D attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans Loan upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Loan subject to the Interest Period then expiring be the subject of an Adjusted a Base Rate Tranche upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “"Conversion Date”"). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving the Loan which is the subject of an Adjusted a Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted a Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten four (104) Interest Periods Options be in effect with respect to the Loans Loan at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b)(b) above, all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans Loan and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, interest at a rate per annum equal to the lesser of (ia) the Default Rate, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the Adjusted LIBOR Rate hereunder (as used in this sub-section, the “"contract rate”") is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable on the principal of any portion of the Loan subject to a Eurodollar Tranche shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable on the principal of any portion of the Loan subject to a Base Rate Tranche shall be computed based on the number of actual days elapsed and based on the actual number of days in the calendar year for which accrued interest is being computed.

Interest Rates; Payments. (a) The principal amount of the Loans Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed at a rate per annum equal to the Adjusted Base Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loan subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the basis last day of actual days elapsed in each Fiscal Quarter. (b) The principal amount of the Loan outstanding from day to day which is the subject of a 365 or 366 day year, as applicable) Eurodollar Tranche shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted Base LIBOR Rate, plus (ii) the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans Loan subject to a Eurodollar Tranche having an Interest Period of six one (61), two (2) or twelve three (123) months shall be payable on the last day of such the Interest Period applicable thereto. Interest on any portion of the principal of the Loan subject to a Eurodollar Tranche having an Interest Period of more than three (3) months shall be payable on the last day of the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-three (3) month period during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.53.5, Borrower Borrowers shall have the option of having all or any portion of the principal outstanding under the Loans Loan borrowed by it be the subject of an Adjusted Base Rate Tranche or one (1) or more Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Rate, respectively respectively, and subject to the provisions of Sections 3.5(a) and (b) (each such option is referred to herein as an “"Interest Option”"); provided provided, that each Tranche shall be in a minimum amount of $1,000,000 500,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c3.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, shall be deemed both a payment in full of the portion of the principal of the Loans Loan which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans Loan is not changed thereby) of the portion of the principal of the Loans Loan which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower Borrowers shall give written notice (a “"Rollover Notice”") in the form of Exhibit D I attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans Loan upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower Borrowers shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower Borrowers shall be deemed to have elected that the principal of any Revolving the Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, Period and Borrower Borrowers will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c3.5(c) on the minimum amount of Eurodollar Tranches, Borrower Borrowers shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects Borrowers elect to make such conversion (a “"Conversion Date”"). The Conversion Date selected by Borrower Borrowers shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 3.5 to the contrary, no portion of the principal of any Revolving the Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten five (105) Interest Periods Options be in effect with respect to the Loans Loan at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a3.5(a) or Section 2.5(b(b), all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans Loan and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, interest at a rate per annum equal to the lesser of (ia) the Default Rate, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d3.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower Borrowers and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “"contract rate”") is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower Borrowers shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable on the principal of any portion of the Loan subject to a Eurodollar Tranche shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable on the principal of any portion of the Loan subject to an Adjusted Base Rate Tranche shall be computed based on the number of actual days elapsed and based on the actual number of days in the calendar year for which accrued interest is being computed.

Interest Rates; Payments. (a) The principal amount of the Loans outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, plus (ii) the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such Interest Period and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it be the subject of an Adjusted Base Rate Tranche or one or more Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Rate, respectively (each such option is referred to herein as an “Interest Option”); provided that each Tranche shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten (10) Interest Periods be in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b), all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy telex, telecopy, or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note.

Interest Rates; Payments. (a) The principal amount of the Loans Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Applicable Margin plus the Adjusted Base Rate, plus (ii) the Applicable MarginRate in effect from day to day; provided that PROVIDED THAT in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans Loan subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quartercalendar month. (b) The principal amount of the Loans Loan outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable MarginMargin plus the applicable Adjusted Eurodollar Rate; provided, that PROVIDED THAT in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans principal of the Loan subject to a Eurodollar Tranche having an Interest Period of one (1), two (2) or three (3) months shall be payable on the last day of the Interest Period applicable thereto. Interest on any portion of the principal of the Loan subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period Fiscal Quarter during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section SECTION 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans Loan borrowed by it be the subject of an Adjusted Base Rate Tranche or one (1) or more Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”"INTEREST OPTION"); provided provided, that each Eurodollar Tranche shall be in a minimum amount of $1,000,000 500,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(cSECTION 2.5(C) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, shall be deemed both a payment in full of the portion of the principal of the Loans Loan which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans Loan is not changed thereby) of the portion of the principal of the Loans Loan which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “Rollover Notice”"ROLLOVER NOTICE") in the form of Exhibit D EXHIBIT F attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans Loan upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) ), selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(cSECTION 2.5(C) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the each Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”"CONVERSION DATE"). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section SECTION 2.5 to the contrary, no portion of the principal of any Revolving the Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten four (104) Interest Periods Options be in effect with respect to the Loans Loan at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(aSECTION 2.5(A) or Section 2.5(b)(B) above, all overdue principal of and, to the extent permitted by Lawlaw, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the lesser of 1/230128.7 (a) the sum of (i) two percent (2%), plus (ii) the Default RateAdjusted Base Rate in effect from day to day, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “contract rate”"CONTRACT RATE") is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable on the principal of any portion of the Loan subject to a Eurodollar Tranche shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable on the principal of any portion of the Loan subject to an Adjusted Base Rate Tranche shall be computed based on the number of actual days elapsed and based on the actual number of days in the calendar year for which accrued interest is being computed.

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the Applicable Marginapplicable Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes Note exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche Loan shall be payable as it accrues on each Monthly Date, and on the last day of each Fiscal QuarterTermination Date. (b) The principal amount of the Loans each Eurodollar Loan outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, Applicable Margin plus (ii) the Applicable Marginapplicable Adjusted Eurodollar Rate; provided, provided that in no event shall the rate charged hereunder or under the Notes Note exceed the Maximum Lawful Rate. Interest on any portion of the Loans principal of each Eurodollar Loan subject to a Eurodollar Tranche having an Interest Period of six one (61), two (2) or twelve three (123) months shall be payable on the last day of such the Interest Period and applicable thereto. Interest on any portion of the principal of each Eurodollar Loan subject to an Interest Period of six (6) or nine (9) months shall be payable on the last day of the initial three-month period and, as applicable, Interest Period applicable thereto and on each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower Borrowers shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”); provided that each Tranche shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was maderespectively. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower Borrowers shall give written notice (a “Rollover NoticeNotice of Continuation or Conversion”) in the form of Exhibit D C attached hereto to Administrative Agent Lender of the Interest Option Type of Revolving Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent Lender at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower Borrowers shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by BorrowerBorrowers. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative AgentLender. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative AgentLender, Borrower Borrowers shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower Borrowers will be deemed to have given Administrative Agent Lender notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower Borrowers shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent Lender a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects Borrowers elect to make such conversion Conversion (a “Conversion Date”). The A Conversion Date selected by Borrower Borrowers shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrowers shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten three (103) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b)) above, all overdue after the occurrence of an Event of Default or during the existence of a Borrowing Base Deficiency, interest shall accrue on the outstanding principal balance of andthe Revolving Loan, and to the extent permitted by Law, overdue on the past due but unpaid interest on the Loans Revolving Loan and all other past due Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (ia) the Default Rate, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent Lender shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent Lender shall promptly notify Borrower and Banks Borrowers by telecopy or e-mail facsimile of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “contract rateContract Rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate Contract Rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which that would have accrued if the contract rate Contract Rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any NoteRevolving Loan, the total amount of interest paid or accrued on such Note Revolving Loan is less than the amount of interest which that would have accrued if the contract rate Contract Rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower Borrowers shall pay to the holder of such Note Revolving Loan an amount equal to the difference between (i) the lesser of the amount of interest which that would have accrued if the contract rate Contract Rate had at all times been in effect and the amount of interest which that would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such NoteRevolving Loan. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days (or 366 days in a leap year).

Interest Rates; Payments. (a) The principal amount of the Loans outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, plus (ii) the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar SOFR Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR RateRateTerm SOFR, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate; provided further that, the Adjusted Term SOFR shall not be available for three (3) U.S. Government Securities Business Days after the Eighth Amendment Effective Date. Interest on any portion of the Loans subject to a Eurodollar SOFR Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such Interest Period and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it be the subject of an Adjusted Base Rate Tranche or one or more Eurodollar SOFR Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR RateRateTerm SOFR, respectively (each such option is referred to herein as an “Interest Option”); provided that each Tranche shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar SOFR Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar SOFR Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar SOFR Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar SOFR Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar U.S. Government Securities Business Days, in the case of a Eurodollar SOFR Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar SOFR Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten (10) Interest Periods be in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b), all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note.to

Interest Rates; Payments. (a) The principal amount of the Loans Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Applicable Margin plus the Adjusted Base RateRate in effect from day to day; providedthat, plus (ii) the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans Loan subject to an Adjusted Base Rate Tranche shall be payable as it accrues on each Quarterly Date and on the last day of each Fiscal QuarterTermination Date. (b) The principal amount of the Loans Loan outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable MarginMargin plus the applicable Adjusted Eurodollar Rate; provided, that that, in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans principal of the Loan subject to a Eurodollar Tranche having an Interest Period of one (1), two (2) or three (3) months shall be payable on the last day of the Interest Period applicable thereto. Interest on any portion of the principal of the Loan subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period Quarterly Date during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.53.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans Loan borrowed by it be the subject of an Adjusted Base Rate Tranche or one (1) or more Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”); provided that provided, that, each Eurodollar Tranche shall be in a minimum amount of $1,000,000 500,000 and shall be in an amount which is an integral multiple of $100,000500,000. Each change in an Interest Option made pursuant to this Section 2.5(c3.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, shall be deemed both a payment in full of the portion of the principal of the Loans Loan which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans Loan is not changed thereby) of the portion of the principal of the Loans Loan which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D F attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans Loan upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted Base Rate Tranche selection selection, and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) ), selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c3.5(c) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the each Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 3.5 to the contrary, no portion of the principal of any Revolving the Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten four (104) Interest Periods Options be in effect with respect to the Loans Loan at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a3.5(a) or Section 2.5(b)3.5(b) above, all overdue principal of and, to the extent permitted by Lawlaw, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the lesser of (ia) the Default Rate, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable on the principal of any portion of the Loan subject to a Eurodollar Tranche shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable on the principal of any portion of the Loan subject to an Adjusted Base Rate Tranche shall be computed based on the number of actual days elapsed and based on the actual number of days in the calendar year for which accrued interest is being computed. (h) Borrower hereby unconditionally promises to pay to Administrative Agent for the account of each Bank, the then unpaid principal amount of the Loan owing to each Bank on the Termination Date (or on such earlier date on which the Loan becomes due and payable pursuant to Article XII). Borrower hereby further unconditionally agrees to pay interest on the unpaid principal amount of the Loan from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in this Section 3.5.

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the applicable Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the Base Rate Loan shall be payable as it accrues on each Quarterly Date, and on the Termination Date. (b) The principal amount of each Eurodollar Loan outstanding from day to day shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Applicable MarginMargin plus (ii) the applicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche Interest Period of one (1), two (2) or three (3) months shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Ratethereto. Interest on any portion of the Loans principal of each Eurodollar Loan subject to a Eurodollar Tranche having an Interest Period of six (6) ), nine (9), or twelve (12) months shall be payable on the last day of such the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.53.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 2,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made500,000. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover NoticeNotice of Continuation or Conversion”) in the form of Exhibit D H attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c3.5(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 3.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten seven (107) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a3.5(a) or Section 2.5(b)3.5(b) above, all overdue after the occurrence of an Event of Default, interest shall accrue on the outstanding principal balance of andthe Revolving Loan, and to the extent permitted by Law, overdue on the accrued but unpaid interest on the Loans Revolving Loan and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days (or 366 days in a leap year).

Interest Rates; Payments. (a) The Subject to Section 2.4(c), (i) the principal amount of the Loans Revolving Loan outstanding from day to day which is the subject of an Adjusted a (A) Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted applicable Base Rate, plus the Applicable Margin (iiB) Eurodollar Tranche shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the Eurodollar Rate plus the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes Note exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche Loan shall be payable as it accrues on the last day of each Fiscal QuarterMonthly Date. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such Interest Period and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.52.4, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Loan be the subject of an Adjusted a Base Rate Tranche or one (1) or more Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively respectively, and subject to the provisions of Section 2.4(a) above (each such option is referred to herein as an “Interest Option”); provided that each Tranche shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c2.4(b) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, shall be deemed both a payment in full of the portion of the principal of the Loans Loan which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing borrowing (notwithstanding that the unpaid principal amount of the Loans Loan is not changed thereby) of the portion of the principal of the Loans Loan which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D F attached hereto to Administrative Agent Lender of the Interest Option which shall be applicable to such portion of the principal of the Loans applicable Loan upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent Lender at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative AgentLender. If the required Rollover Notice shall not have been timely received by Administrative AgentLender, Borrower shall be deemed to have elected that the principal of any Revolving the applicable Loan subject to the Interest Period then expiring be the subject of an Adjusted a Base Rate Tranche upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent Lender notice of such election. Subject to the limitations set forth in this Section 2.5(c2.4(b) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent Lender a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 2.4 to the contrary, no portion of the principal of any Revolving the Loan which is the subject of an Adjusted a Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted a Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten five (105) Interest Periods Options be in effect with respect to the Loans at any time. (dc) Notwithstanding anything to the contrary set forth in Section 2.5(a2.4(a) or Section 2.5(b)above, all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in fullinterest, shall bear interestinterest from the date due, payable on demand, for each day until paid at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (ed) Administrative Agent Lender shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereofhereof and the Note. Administrative Agent Lender shall (as applicable) promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (fe) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any the Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (f) Interest payable hereunder shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days.

Interest Rates; Payments. (a) The principal amount of the Loans Loan (including any Swing Line Loan) outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate; provided, plus (ii) the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans Loan (including any Swing Line Loan) subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans Loan outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans principal of the Loan subject to a Eurodollar Tranche having an Interest Period of one (1) or three (3) months shall be payable on the last day of the Interest Period applicable thereto. Interest on any portion of the principal of the Loan subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such Interest Period and on the last day of the initial three-month period and, as applicable, each subsequent, three-three (3) month period during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.52.6, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans Loan borrowed by it be the subject of an Adjusted Base Rate Tranche or one (1) or more Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Rate, respectively (each such option is referred to herein as an “Interest Option”); provided provided, that each Tranche shall be in a minimum amount of $1,000,000 250,000 and shall be in an amount which is an integral multiple of (i) $100,000. Each change 250,000 in an Interest Option made pursuant to this Section 2.5(cthe case of a Eurodollar Tranche, or (ii) shall, for purposes of determining how much of $50,000 in the Loans are the subject case of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was madeTranche. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans Loan upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten (10) Interest Periods be in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b), all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note.this

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the applicable Base Rate in effect from day to day; providedthat in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the Base Rate Loan shall be payable as it accrues on each Quarterly Date, and on the Termination Date. (b) The principal amount of each Eurodollar Loan outstanding from day to day shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Applicable MarginMargin plus (ii) the applicable Adjusted Eurodollar Rate; provided that providedthat in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans subject to a Eurodollar Tranche having an Interest Period of six one (61), two (2) or twelve three (123) months shall be payable on the last day of such the Interest Period and applicable thereto. Interest on any portion of the principal of each Eurodollar Loan subject to an Interest Period of six (6) months shall be payable on the last day of the initial three-month period and, as applicable, Interest Period applicable thereto and on each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.53.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 2,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made500,000. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover NoticeNotice of Continuation or Conversion”) in the form of Exhibit D I attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c3.5(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 3.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten five (105) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a3.5(a) or Section 2.5(b)3.5(b) above, all overdue after the occurrence of an Event of Default, interest shall accrue on the outstanding principal balance of andthe Revolving Loan, and to the extent permitted by Law, overdue on the past due but unpaid interest on the Loans Revolving Loan and all other past due Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (ia) the Default Rate, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days (or 366 days in a leap year).

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed at a rate per annum equal to the Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the basis principal of actual days elapsed in a 365 or 366 day yearthe Base Rate Loan shall be payable as it accrues pursuant to Section 2.5 and on each Quarterly Date, as applicableand on the Termination Date. (b) The principal amount of each Eurodollar Loan shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted Base RateApplicable Margin, plus (ii) the Applicable Marginapplicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche each Eurodollar Loan shall be payable as it accrues pursuant to Section 2.5 and, in the case of accrued interest which is not fully paid pursuant to Section 2.5 and which (i) accrues on the last day of each Fiscal Quarter. (b) The outstanding principal amount of the Loans outstanding from day to day which is the subject balance of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans Loan subject to a Eurodollar Tranche having an Interest Period of six one (61), two (2) or twelve three (123) months shall be payable on the last day of such the Interest Period applicable thereto, and (ii) on the outstanding principal balance of any Eurodollar Loan having an Interest Period of more than three (3) months shall be payable on the last day of the initial three-month period and, as applicable, Interest Period applicable thereto and on each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.52.3, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 500,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"Notice of Continuation or Conversion") in the form of Exhibit D G attached hereto to Administrative Agent of the Interest Option Type of Revolving Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be a part of the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c2.3(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert (a "Conversion") all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “"Conversion Date”"). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 2.3 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten four (104) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a2.3(a) or Section 2.5(b)2.3(b) above, all overdue principal of the Obligations and, to the extent permitted by Lawlaw, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in fullinterest, shall bear interestinterest from the date due, payable on demand, for each day until paid at a rate per annum equal to the lesser of (a) the sum of (i) two percent (2%), plus (ii) the Default RateBase Rate in effect from day to day, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “"contract rate”") is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not not, to the extent permitted by law, reduce the rate of interest on the Loans affected Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder computed by reference to the Eurodollar Rate shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder computed by reference to the Base Rate shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days.

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the applicable Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the Base Rate Loan shall be payable as it accrues on each Quarterly Date, and on the Termination Date. (b) The principal amount of each Eurodollar Loan outstanding from day to day shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Applicable MarginMargin plus (ii) the applicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche Interest Period of one (1), two (2) or three (3) months shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Ratethereto. Interest on any portion of the Loans principal of each Eurodollar Loan subject to a Eurodollar Tranche having an Interest Period of six (6) ), nine (9), or twelve (12) months shall be payable on the last day of such the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.53.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 2,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made500,000. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"NOTICE OF CONTINUATION OR CONVERSION") in the form of Exhibit D H attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c3.5(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten (10) Interest Periods be in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b), all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note."

Interest Rates; Payments. (a) The principal amount of the Loans Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the lesser of (x) the sum of (i) the Applicable Margin plus the Adjusted Base Rate, plus Rate in effect from day to day and (iiy) the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans Loan subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal QuarterQuarterly Date. (b) The principal amount of the Loans Loan outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the lesser of (x) the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall Margin plus the rate charged hereunder or under the Notes exceed applicable Adjusted Eurodollar Rate and (y) the Maximum Lawful Rate. Interest on any portion of the Loans principal of any Loan subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such the Interest Period and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest Periodapplicable thereto. (c) So long as no Default or Event of Default shall be continuing, but subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Loan be the subject of an Adjusted Base Rate Tranche or one or more up to four (4) Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “"Interest Option”"); provided provided, that each Eurodollar Tranche shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, shall be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten (10) Interest Periods be in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b), all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note.the

Interest Rates; Payments. (a) The principal amount of the Loans ------------------------ Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Applicable Margin plus the Adjusted Base Rate, plus (ii) the Applicable MarginRate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes -------- ---- exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loan subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each calendar month. (b) The principal amount of the Loan outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of the Applicable Margin plus the applicable Adjusted Eurodollar Rate; provided that in no event -------- ---- shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans Loan subject to a Eurodollar Tranche having an Adjusted Base Rate Tranche Interest Period of one (1), two (2) or three (3) months shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Ratethereto. Interest on any portion of the Loans principal of the Loan subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period Fiscal Quarter during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of ----------- having all or any portion of the principal outstanding under the Loans Loan borrowed by it be the subject of an Adjusted Base Rate Tranche or one (1) or more Eurodollar Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “"Interest Option”"); provided provided, that each Eurodollar --------------- Tranche shall be in a minimum amount of $1,000,000 500,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, shall be deemed both a payment in full of the -------------- portion of the principal of the Loans Loan which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans Loan is not changed thereby) of the portion of the principal of the Loans Loan which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “"Rollover -------- Notice”") in the form of Exhibit D F attached hereto to Administrative Agent of the ------ --------- Interest Option which shall be applicable to such portion of the principal of the Loans Loan upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) ), selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar -------------- Tranches, Borrower shall have the right to convert all or part of the each Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “"Conversion Date”"). The --------------- Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the ----------- principal of any Revolving the Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten four (104) Interest Periods Options be in effect with respect to the Loans Loan at any time. (d) Notwithstanding anything to the contrary set forth in Section ------- 2.5(a) or Section 2.5(b)(b) above, all overdue principal of and, to the extent permitted by Law------ --- law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the lesser of (a) the sum of (i) two percent (2%), plus (ii) the Default RateAdjusted Base Rate in effect from day to day, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “"contract rate”") is limited to the Maximum Lawful Rate, any ------------- subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable on the principal of any portion of the Loan subject to a Eurodollar Tranche shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable on the principal of any portion of the Loan subject to an Adjusted Base Rate Tranche shall be computed based on the number of actual days elapsed and based on the actual number of days in the calendar year for which accrued interest is being computed.

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed at a rate per annum equal to the Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the basis principal of actual days elapsed in a 365 or 366 day yearthe Base Rate Loan shall be payable as it accrues on each Quarterly Date, as applicableand on the Termination Date. (b) The principal amount of each Eurodollar Loan shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted Base RateApplicable Margin, plus (ii) the Applicable Marginapplicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans subject to a Eurodollar Tranche having an Interest Period of six one (61), two (2) or twelve three (123) months shall be payable on the last day of such the Interest Period and applicable thereto. Interest on any portion of the principal of each Eurodollar Loan having an Interest Period of more than three (3) months shall be payable on the last day of the initial three-month period and, as applicable, Interest Period applicable thereto and on each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.53.3, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten (10) Interest Periods be in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b), all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note.amount

Interest Rates; Payments. (a) The principal amount of the Loans ------------------------ Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed at a rate per annum equal to the Base Rate in effect from day to day; provided that in no -------- ---- event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the basis Base Rate Loan shall be payable as it accrues on each Quarterly Date, and on the Termination Date. (b) The principal amount of actual days elapsed in a 365 or 366 each Eurodollar Loan outstanding from day year, as applicable) to day shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the Applicable Marginapplicable Adjusted Eurodollar Rate; provided that in no event shall -------- ---- the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans subject to a Eurodollar Tranche having an Interest Period of six one (61), two (2) or twelve three (123) months shall be payable on the last day of such the Interest Period and applicable thereto. Interest on any portion of the principal of each Eurodollar Loan having an Interest Period of six (6) months shall be payable on the last day of the initial three-month period and, as applicable, Interest Period applicable thereto and on each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.53.3, Borrower shall have the option of having ----------- all or any portion of the principal outstanding under the Loans borrowed by it Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount -------- ---- of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"Notice of Continuation ---------------------- or Conversion") in the form of Exhibit D F attached hereto to Administrative Agent ------------- --------- of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche selection Loan selection, and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c3.3(c) on the minimum amount and number of Eurodollar TranchesLoans, -------------- Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “"Conversion Date”"). --------------- The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 3.3 to the contrary, no portion of the ----------- principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten five (105) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a3.3(a) or Section 2.5(b)-------------- (b) above, all overdue after the occurrence of an Event of Default, interest shall accrue on --- the outstanding principal balance of andthe Loan, and to the extent permitted by Law, overdue on the accrued but unpaid interest on the Loans Loan and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (ia) the Default Rate, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “"contract rate”") is limited to the Maximum Lawful Rate, any subsequent ------------- reductions in the contract rate shall not reduce the rate of interest on the Loans Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days.

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the applicable Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the Base Rate Loan shall be payable as it accrues on each Quarterly Date and on the Termination Date. (b) The principal amount of each Eurodollar Loan outstanding from day to day shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Applicable MarginMargin plus (ii) the applicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche Interest Period of one (1), two (2) or three (3) months shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Ratethereto. Interest on any portion of the Loans principal of each Eurodollar Loan subject to a Eurodollar Tranche having an Interest Period of six (6) ), nine (9), or twelve (12) months shall be payable on the last day of such the Interest Period applicable thereto and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided provided, that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 2,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made500,000. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover NoticeNotice of Continuation or Conversion”) in the form of Exhibit D G attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten seven (107) Interest Periods be Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b), all overdue after the occurrence of an Event of Default, interest shall accrue on the outstanding principal balance of andthe Revolving Loan, and to the extent permitted by Law, overdue on the accrued but unpaid interest on the Loans Revolving Loan and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days (or 366 days in a leap year).

Interest Rates; Payments. (a) The principal amount of the Loans outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum lesser of (ix) the Adjusted Base Rate, plus (ii) the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, LIBO Rate plus (ii) 8.5% (the Applicable Margin; providedsum of clauses (i) and (ii), that in no event shall the rate charged hereunder or under “Required Cash Interest”) plus (iii) 1.0% (such 1.0%, the Notes exceed “PIK Interest”) and (y) the Maximum Highest Lawful Rate, in either case, payable in arrears on each Quarterly Payment Date and on the Maturity Date, of which rate for all such dates other than the Maturity Date all but the PIK Interest shall be paid in cash (with the remaining PIK Interest paid in kind). All PIK Interest on any portion will be capitalized by increasing the outstanding principal amount of the Loans subject to a Eurodollar Tranche having an on the relevant Quarterly Payment Date by the amount of PIK Interest Period of six (6) or twelve (12) months shall be payable on such date (including, with respect to the last day first Quarterly Payment Date after the Effective Date, accrued and unpaid PIK Interest on the Existing Loans outstanding under the Existing Credit Agreement on the Effective Date). The Borrower shall pay to the Administrative Agent for the accounts of each respective Lender all Required Cash Interest due on a Quarterly Payment Date on such date (including, with respect to the first Quarterly Payment Date after the Effective Date, accrued and unpaid interest on the Existing Loans outstanding under the Existing Credit Agreement on the Effective Date). Unless the context otherwise requires, for all purposes hereof, references to the “outstanding principal amount” or the “principal amount outstanding” of the Loans includes any PIK Interest so capitalized and added to the principal amount of the Loans from the date on which such interest has been so added. Notwithstanding the foregoing provisions of this subsection, however, without the consent of the Required Lenders, during the continuance of an Event of Default all interest must be paid in cash. (b) If, on the first anniversary of the Effective Date, the 4 MM Condition is satisfied, then the Required Cash Interest payable at the Quarterly Payment Date for the next full quarterly interest period after such date and at all times thereafter will be reduced by 1.0%. (c) If, at any time on or after the first anniversary of the Effective Date, (i) the Consolidated Leverage Ratio is less than 2.00:1.00 for the Reference Period and on ending as of the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion most recent fiscal year of the principal outstanding under Borrower and (ii) the Loans borrowed by it be 4 MM Condition is satisfied, then the subject of an Adjusted Base Rate Tranche or one or more Eurodollar Tranches, which shall bear Required Cash Interest payable at the Quarterly Payment Date for the next full quarterly interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR Rate, respectively (each period after such option is referred to herein as an “Interest Option”); provided that each Tranche shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1) Business Day, in the case of an Adjusted Base Rate Tranche selection date and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, and Borrower all times thereafter will be deemed to have given Administrative Agent notice reduced by 0.5%. For the avoidance of such election. Subject to doubt, the limitations reduction in Required Cash Interest set forth in Section 2.04(b) and this Section 2.5(c2.04(c) are additive, meaning that if the conditions in both Section 2.04(b) and this Section 2.04(c) are satisfied, the Required Cash Interest payable would be reduced by an aggregate of 1.5% on the minimum amount of Eurodollar Tranches, Borrower shall have Quarterly Payment Date for the right to convert next full quarterly interest period after such date and at all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten (10) Interest Periods be in effect with respect to the Loans at any timetimes thereafter. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b2.04(a), all overdue principal upon the occurrence and during the continuance of andan Event of Default, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due Indebtedness (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, not accelerated) shall bear interestinterest (including post-petition interest in any proceeding under Debtor Relief Laws, whether or not allowed in such a proceeding), at a rate per annum equal to the lesser of (i) the Default Rate, sum of (A) the rate provided for in Section 2.04(a) plus (B) 2.0% per annum and (ii) the Maximum Highest Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable in cash from time to time on demand. Payment or acceptance of the increased rates of interest provided for in this Section is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender. (e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Highest Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Highest Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any NoteLoan, the total amount of interest paid or accrued on such Note Loan is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, the Borrower shall pay to the holder of such Note Loan an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Highest Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such NoteLoan.

Interest Rates; Payments. (a) The principal amount of the Loans Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, Applicable Margin plus (ii) the Applicable Marginapplicable Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes Note exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche Loan shall be payable as it accrues on each Monthly Date, and on the last day of each Fiscal QuarterTermination Date. (b) The principal amount of the Loans each Eurodollar Loan outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, Applicable Margin plus (ii) the Applicable Marginapplicable Adjusted Eurodollar Rate; provided, provided that in no event shall the rate charged hereunder or under the Notes Note exceed the Maximum Lawful Rate. Interest on any portion of the Loans principal of each Eurodollar Loan subject to a Eurodollar Tranche having an Interest Period of six (6) 1, 2 or twelve (12) 3 months shall be payable on the last day of such the Interest Period and applicable thereto. Interest on any portion of the principal of each Eurodollar Loan subject to an Interest Period of 6 or 9 months shall be payable on the last day of the initial three-month period and, as applicable, Interest Period applicable thereto and on each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Revolving Loan be the subject of an Adjusted a Base Rate Tranche Loan or one 1 or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”); provided that each Tranche shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was maderespectively. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover NoticeNotice of Continuation or Conversion”) in the form of Exhibit D C attached hereto to Administrative Agent Lender of the Interest Option Type of Revolving Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent Lender at least one (1) 1 Domestic Business Day, in the case of an Adjusted a Base Rate Tranche Loan selection and at least three (3) 3 Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative AgentLender. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative AgentLender, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be Converted to the subject of an Adjusted Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent Lender notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount and number of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent Lender a Rollover Notice of Continuation or Conversion of such election at least three (3) 3 Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “Conversion Date”). The A Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten (10) Interest Periods be 3 Eurodollar Loans in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b)) above, all overdue after the occurrence of an Event of Default or during the existence of a Borrowing Base Deficiency, interest shall accrue on the outstanding principal balance of andthe Revolving Loan, and to the extent permitted by Law, overdue on the past due but unpaid interest on the Loans Revolving Loan and all other past due Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for from the period from and including the due date thereof occurrence of such Event of Default to but excluding the date the same is paid in full, shall bear interest, remedied at a rate per annum equal to the lesser of (ia) the Default Rate, and (iib) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent Lender shall determine each interest rate applicable to the Loans Revolving Loan in accordance with the terms hereof. Administrative Agent Lender shall promptly notify Borrower and Banks by telecopy or e-mail facsimile of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Eurodollar Rate hereunder (as used in this sub-section, the “contract rateContract Rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate Contract Rate shall not reduce the rate of interest on the Loans Revolving Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which that would have accrued if the contract rate Contract Rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any NoteRevolving Loan, the total amount of interest paid or accrued on such Note Revolving Loan is less than the amount of interest which that would have accrued if the contract rate Contract Rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note Revolving Loan an amount equal to the difference between (i) the lesser of the amount of interest which that would have accrued if the contract rate Contract Rate had at all times been in effect and the amount of interest which that would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such NoteRevolving Loan. (g) Interest payable hereunder on each Eurodollar Loan shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder on the Base Rate Loan shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 days (or 366 days in a leap year).

Interest Rates; Payments. (a) The principal amount of the Loans each Base Rate Loan outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base RateApplicable Margin, plus (ii) the Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the principal of each Base Rate Loan shall be payable as it accrues on each Quarterly Date, and on the Termination Date. (b) The principal amount of each Eurodollar Loan outstanding from day to day shall bear interest for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Applicable Margin, plus (ii) the applicable Adjusted LIBOR Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans each Eurodollar Loan subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans subject to a Eurodollar Tranche having an Interest Period of six one (61) or twelve three (123) months shall be payable on the last day of such the Interest Period and applicable thereto. Interest on any portion of the principal of each Eurodollar Loan having an Interest Period of more than three (3) months shall be payable on the last day of the initial three-month period and, as applicable, Interest Period applicable thereto and on each subsequent, three-month period during such Interest PeriodQuarterly Date. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.52.3, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Loan be the subject of an Adjusted a Base Rate Tranche or Loan and/or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Rate, respectively (respectively; provided, that the principal balance of each such option is referred to herein as an “Interest Option”); provided that each Tranche Base Rate Loan and Eurodollar Loan shall be in a minimum amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"NOTICE OF CONTINUATION OR CONVERSION") in the form of Exhibit D ERROR! REFERENCE SOURCE NOT FOUND. attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche selection Loan selection, and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving the Eurodollar Loan subject to the Interest Period then expiring be the subject of an Adjusted Converted to a Base Rate Tranche Loan upon the expiration of such Interest Period, Period and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c2.3(c) on the minimum amount of Eurodollar TranchesLoans, Borrower shall have the right to convert Convert all or any part of the Adjusted principal of the Base Rate Tranche Loan to a Eurodollar Tranche Loan by giving Administrative Agent a Rollover Notice of Continuation or Conversion of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion Conversion (a “Conversion Date”"CONVERSION DATE"). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 2.3 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche Loan may be converted Converted to a Eurodollar Tranche Loan and no Eurodollar Tranche Loan may be continued Continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche Eurodollar Loan shall be automatically converted Converted to an Adjusted the Base Rate Tranche Loan on the last day of each applicable Interest Period. No Eurodollar Tranche may Borrower shall not be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall permitted to have more than ten five (105) Interest Periods be in effect with respect to the Eurodollar Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a2.3(a) or Section 2.5(b)2.3(b) above, all overdue principal of and, to the extent permitted by Lawlaw, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in fullinterest, shall bear interestinterest from the date due, payable on demand, for each day until paid at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telex, telecopy or e-mail cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”"CONTRACT RATE") is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not not, to the extent permitted by law, reduce the rate of interest on the Loans affected Loan below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Lawlaw, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note. (g) Interest payable hereunder computed by reference to the LIBOR Rate shall be computed based on the number of actual days elapsed assuming that each calendar year consisted of 360 days. Interest payable hereunder computed by reference to the Base Rate shall be computed based on the actual number of days elapsed assuming that each calendar year consisted of 365 or 366 (as applicable) days.

Interest Rates; Payments. (a) The principal amount of the Loans outstanding from day to day which is the subject of an Adjusted Base Rate Tranche Loan shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to (i) prior to the Revolver Conversion Date, the sum of the Applicable Revolver Margin plus the Base Rate in effect from day to day, and (ii) from and after the Revolver Conversion Date, the sum of the Applicable Term Margin plus the Base Rate in effect from day to day; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on the Base Rate Loan shall be payable as it accrues on the last day of each Fiscal Quarter, on the Revolver Conversion Date, and on the Termination Date. (b) The principal amount of each Eurodollar Loan shall bear interest for the Interest Period applicable thereto at a rate per annum equal to (i) prior to the Revolver Conversion Date, the sum of the Applicable Revolver Margin plus the applicable Adjusted Base Eurodollar Rate, plus and (ii) from and after the Revolver Conversion Date, the sum of the Applicable MarginTerm Margin plus the applicable Adjusted Eurodollar Rate; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion Eurodollar Loan with an interest period of the principal of the Loans subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter. three (b) The principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans subject to a Eurodollar Tranche having an Interest Period of six (6) or twelve (123) months or less shall be payable on the last day of such the Interest Period and applicable thereto. Interest on any Eurodollar Loan with an Interest Period greater than three (3) months shall be payable as it accrues at three month intervals commencing with the last day expiration of three months following the initial three-month period and, as applicable, each subsequent, three-month period during commencement of such Interest Period. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.52.3, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it Loan be the subject of an Adjusted a Base Rate Tranche Loan or one (1) or more Eurodollar TranchesLoans, which shall bear interest at rates based upon determined by reference to the Adjusted Base Rate and the Adjusted LIBOR Eurodollar Rate, respectively (each such option is referred to herein as an “Interest Option”)respectively; provided that each Tranche Eurodollar Loan shall be in a minimum amount of $1,000,000 200,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of Eurodollar Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar Tranche into which such change was made50,000. Prior to the termination of each Interest Period with respect to each Eurodollar TrancheLoan, Borrower shall give written notice (a “Rollover Notice”"Notice of Continuation or Conversion") in the form of Exhibit D H attached hereto to Administrative Agent of the Interest Option Type of Loan which shall be applicable to such portion of the principal of the Loans such Eurodollar Loan upon the expiration of such Interest Period. Such Rollover Notice of Continuation or Conversion shall be given to Administrative Agent at least one (1) Domestic Business Day, in the case of an Adjusted a Base Rate Tranche selection Loan selection, and at least three (3) Eurodollar Business Days, in the case of a Eurodollar Tranche Loan selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar TrancheLoan, such Rollover Notice of Continuation or Conversion shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions definition of such term) selected by Borrower. Each Rollover Notice of Continuation or Conversion shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice of Continuation or Conversion shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Revolving Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar Tranche and no Eurodollar Tranche may be continued as such when any Default or Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. No Eurodollar Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall more than ten (10) Interest Periods be in effect with respect to the Loans at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b), all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand. (e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (f) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR Rate hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Note, the total amount of interest paid or accrued on such Note is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay to the holder of such Note an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Note.the