Common use of Interest Rates Clause in Contracts

Interest Rates. All outstanding Term Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable MarginLIBOR Rate and Sections 3.1(a)(i) or (ii), as applicable, but not to exceed the Maximum RateRate described in Section 3.3. Subject to the provisions of Section 3.2, any of the Loans may be converted into, or continued as, Base Rate Loans or LIBOR Rate Loans in the manner provided in Section 3.2. If at any time Term Loans are outstanding with respect to which the Borrower notice has not been delivered to the Agent a notice in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Loans shall be treated as Base Rate Loans and shall bear interest at a rate determined by reference to the Base Rate until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans and other Obligations (other than LIBOR Revolving Rate Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in clauses (i) and (ii) above as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On Interest accrued on all Loans will be payable in arrears on (A) the last Business Day first day of each calendar quarter hereafter month hereafter, (B) on any date of prepayment, with respect to the principal amount of Loans being prepaid, and (C) on the Termination Date. Borrower hereby authorizes Agent, the Borrower shall pay without further order or authorization of Borrower, to charge all interest payable hereunder to the Agent, for Borrower’s Loan Account as Revolving Loans as described in Section 4.4 with interest to accrue thereon at the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date Interest Rate described in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateSection 3.1(a)(ii).

Interest Rates. All outstanding Term Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Rate, Adjusted Term SOFR or, if then applicable, Daily Simple SOFR, in each case, plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Term Benchmark Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR for the Interest Period in effect for such Loan plus the Applicable Margin. To the extent the Adjusted Daily Simple SOFR is then the applicable Benchmark, each RFR Loan shall bear interest at a rate per annum equal to the Adjusted Daily Simple SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime ratePrime Rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the LendersLenders (provided that all interest on applicable Swingline Loans shall be for the benefit of the Swingline Lender and all interest on Agent Advances shall be for the benefit of the Agent), interest accrued from the last first Business Day of the preceding calendar quarter to (but not including) the last first Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, accrued interest on all SOFR Rate RFR Loans and Term Benchmark Loans in arrears on each applicable SOFR Interest Payment Date.

Interest Rates. All outstanding (a) The Loans shall be Term SOFR Loans, except as otherwise provided in this Agreement, including without limitation, in Sections 11.1 and 11.2. (b) The Loans to the Borrower shall bear interest on the unpaid principal amount thereof thereof, for each day such Loan is outstanding during each Interest Period applicable thereto, at a rate per annum equal to the Applicable Rate with respect thereto; provided that from and including the date that is one year after the Closing Date to but excluding the date on which the Reinvestment Period ends, solely for purposes of calculating interest, if the aggregate principal amount of the Term Loans outstanding (includingdisregarding for this purpose any reduction in the aggregate principal amount of Term Loans in order to cure any Market Trigger, Default or Event of Default or to satisfy the Coverage Tests, the Collateral Quality Test, the Lender Advance Rate Test, the Concentration Limitations or any Eligibility Criteria) is less than 75% of the amount of the Total Term Commitment as in effect on the date hereof, Term Loans shall be deemed to have been made in amount equal to 75% of the amount of the Total Term Commitment as in effect on the date hereof and interest shall be applied to such amount, in each case without giving effect to any voluntary reduction or termination of all or any portion of the Total Term Commitment; provided further, that the Applicable Rate with respect to any Term Loans that are deemed to have been drawn pursuant to the previous proviso shall consist solely of the Applicable Margin. (c) Such interest shall be payable for each Interest Period on the Quarterly Payment Date immediately following the end of such Interest Period and on the Stated Maturity and as otherwise set forth herein. (d) In the event that, and for so long as, an Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by lawApplicable Law, on overdue interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginrespect of all Loans, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall automatically bear interest as follows: for each day at the annual rate of the sum of (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and Rate for such Loan for such day plus (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus two percent (the Applicable Margin. Each change in the Base Rate “Post-Default Rate” for such Loan). (or any component thereofe) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base Rate the Loans as hereunder for any Interest Period or portion thereof pursuant to this Section 2.5 and the related definitions; (f) The Administrative Agent shall provide notice to the Borrower, the Collateral Agent, the Collateral Administrator and the Lenders of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made any and all SOFR rate sets on the basis date that any such rate set is determined. (g) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of a year of 365 or 366 daysany Loans, as the case may be, and actual days elapsed. All other computations of fees and interest there shall not be made on the basis of a 360-day year and actual days elapsed more than four (which results 4) different Interest Periods in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateeffect.

Interest Rates. All (a) The outstanding Term Loans to principal balance under the Borrower Loan shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate of interest equal to the Base Contract Rate. Whenever, subsequent to the date hereof, the LIBOR Rate plus is increased or decreased (as determined on the Applicable Margin; and date that is two (ii2) For all SOFR Rate LoansBusiness Days prior to each Payment Date), at a fluctuating per annum rate the Contract Rate, as set forth herein, shall be similarly changed effective as of such subsequent Payment Date, without notice or demand of any kind by an amount equal to Adjusted Term SOFR plus the Applicable Margin. Each amount of such change in the Base LIBOR Rate on the date that is two (or any component thereof2) Business Days prior to each Payment Date. The quarterly interest due on the principal balance of the Loan outstanding shall be reflected computed for the actual number of days elapsed during the Fiscal Quarter in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made question on the basis of a year consisting of 365 three hundred sixty (360) days and shall be calculated by determining the average daily principal balance outstanding for each day of the Fiscal Quarter in question. The daily rate shall be equal to 1/360th times the Contract Rate. If any statement furnished by Agent for the amount of a payment due exceeded the actual amount that should have been paid because the LIBOR Rate decreased and such decrease was not reflected in such statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall receive a credit for the overpayment, which credit shall be applied towards the next subsequent payment due hereunder. If any statement furnished by Agent for the amount of a payment due was less than the actual amount that should have been paid because the LIBOR Rate increased and such increase was not reflected in such statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall be required to pay any resulting underpayment with the next subsequent payment due hereunder. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) Borrower recognizes and acknowledges that any default on any payment, or 366 daysportion thereof, as due hereunder or to be made under any of the case may beother Loan Documents, will result in losses and additional expenses to Agent in servicing the Loan, and actual days elapsedin losses due to Lenders’ loss of the use of funds not timely received. All other computations Borrower further acknowledges and agrees that in the event of fees any such Default, Lenders would be entitled to damages for the detriment proximately caused thereby, but that it would be extremely difficult and impracticable to ascertain the extent of or compute such damages. Therefore, upon the Maturity Date and upon the occurrence and during the existence of an Event of Default (or upon any acceleration), interest shall automatically accrue hereunder, without notice to Borrower, at the Default Rate. The Default Rate shall be made on calculated and due from the basis date that the Default occurred which led to the Event of a 360-day year Default without regard to any grace or cure period as may be applicable and actual days elapsed shall be payable upon demand. (c) Solely for purposes of disclosure pursuant to the Interest Rate Act (Canada), notwithstanding anything contrary in clause (a) above, the annual rates of interest or fees to which results the rates of interest or fees provided in more fees this Agreement and the other Loan Documents for the Obligations (and state herein or interesttherein, as applicable, being paid than if to be computed on the basis of a 365-360 day year or any other period of time less than a calendar year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay ) are equivalent to the Agent, for rates so determined multiplied by the ratable benefit actual number of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date days in the case applicable calendar year and divided by 360 or such other period of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agenttime, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Daterespectively.

Interest Rates. All outstanding Term Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate LIBOR Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the LendersLenders (provided that all interest on applicable Swingline Loans shall be for the benefit of the Swingline Lender and all interest on Agent Advances shall be for the benefit of the Agent), interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day first day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate LIBOR Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each ABR Loan shall bear interest on the unpaid outstanding principal amount thereof, for each day from and including the date such ABR Loan is made or is automatically converted from a Eurodollar Loan into an ABR Loan pursuant to Section 2.2.4, to but excluding the date it is paid or is converted into a Eurodollar Loan pursuant to Section 2.2.4, at a rate per annum equal to the Alternate Base Rate for such day plus the Applicable Base Rate Margin for such day. Changes in the rate of interest on any ABR Loan will take effect simultaneously with each change in the Alternate Base Rate or the Applicable Base Rate Margin. (b) Each Eurodollar Loan (other than a Eurodollar Bid Rate Loan) shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including, to ) the extent permitted by law, on interest thereon not paid when due) from last day of such Interest Period at the date made until paid in full in cash at a rate determined by reference to the Base Adjusted LIBO Rate or Adjusted Term SOFR for such Interest Period plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered Eurodollar Margin in effect two Business Days prior to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base first day of such Interest Period. (c) Each Absolute Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans Loan shall bear interest as follows:on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the Absolute Rate applicable thereto. (id) For all Base Each Eurodollar Bid Rate Loans, Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at a fluctuating per annum rate equal to the Base Adjusted LIBO Rate for such Interest Period plus the Applicable applicable Competitive Bid Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) So long as no Event of Default under this Agreement has occurred and is continuing, each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Base Rate Loan is made until paid in full in cash it becomes due, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Adjusted Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable MarginRate. Each change in the Base Rate (or any component thereof) Interest shall be reflected payable quarterly in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made arrears on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and commencing on the Termination Datefirst such date after such Base Rate Loan is made, and at the Borrower shall pay to the Agent, for the ratable benefit maturity of the LendersLoans (whether by reason of acceleration or otherwise); provided, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date that in the case event the Loans are repaid or prepaid in full and the Revolving Commitments have been terminated, then accrued interest in respect of a payment on the Termination Date) on all Base Rate Loans in arrearsshall be payable together with such repayment or prepayment on the date thereof. The Borrower So long as any Event of Default under this Agreement has occurred and is continuing, each Base Rate Loan shall pay bear interest on the outstanding principal amount thereof, for each day from the date such Base Rate Loan is made until it becomes due, at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate and such default interest shall be payable on demand. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate. (b) So long as no Event of Default under this Agreement has occurred and is continuing, each LIBOR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the AgentAdjusted LIBOR Rate. Interest shall be payable for each Interest Period on the last day thereof, unless the duration of such Interest Period exceeds three (3) months, in which case such interest shall be payable at the end of the first three (3) months of such Interest Period and on the last day of such Interest Period, and at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that in the event all LIBOR Loans made pursuant to a single borrowing are repaid or prepaid in full, then accrued interest in respect of such LIBOR Loans shall be payable together with such repayment or prepayment on the date thereof. So long as any Event of Default under this Agreement has occurred and is continuing, each LIBOR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to two percent (2%) over and above the Adjusted LIBOR Rate and such default interest shall be payable on demand. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each LIBOR Loan shall bear interest, payable on demand, for each day until paid, at a rate per annum equal to two percent (2%) over and above the ratable benefit Adjusted LIBOR Rate. (c) So long as no Event of Default under this Agreement has occurred and is continuing, each Swingline Loan shall bear interest as set forth in 2.01(c). So long as any Event of Default under this Agreement has occurred and is continuing, each Swingline Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Swingline Loan is made until it becomes due, at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate and such default interest shall be payable on demand. From and after the maturity of the LendersLoans, whether by reason of acceleration or otherwise, each Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate. (d) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder and its determination thereof shall be conclusive in the absence of manifest error. (e) So long as any Event of Default under this Agreement has occurred and is continuing, all other overdue Borrower’s Obligations (other than the Borrower’s Obligations specified in subsections (a), (b) and (c) above) shall bear interest at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate and such default interest shall be payable on demand. (f) Nothing contained in this Agreement or in any other Transaction Document shall be deemed to establish or require the payment of interest to any Bank at a rate in excess of the maximum rate permitted by applicable law. If the amount of interest payable for the account of any Bank on any interest payment date would exceed the maximum amount permitted by applicable law to be charged by such Bank, the amount of interest payable for its account on such interest payment date shall be automatically reduced to such maximum permissible amount. In the event of any such reduction affecting any Bank, if from time to time thereafter the amount of interest payable for the account of such Bank on any interest payment date would be less than the maximum amount permitted by applicable law to be charged by such Bank, then the amount of interest payable for its account on such subsequent interest payment date shall be automatically increased to such maximum permissible amount, provided that at no time shall the aggregate amount by which interest paid for the account of any Bank has been increased pursuant to this sentence exceed the aggregate amount by which interest paid for its account has theretofore been reduced pursuant to the previous sentence. (g) The Administrative Agent shall promptly notify Borrower and the Banks upon determining the interest rate for each borrowing of LIBOR Loans after its receipt of the relevant Notice of Borrowing or Notice of Election, and upon each change in the Prime Rate; provided, however, that the failure of the Administrative Agent to provide Borrower or the Banks with any such notice shall neither affect any obligations of Borrower or the Banks hereunder nor result in any liability on the part of the Administrative Agent to Borrower or any Bank. Each such determination (including each determination of the Reserve Requirement) shall, absent manifest error, be conclusive and binding on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateparties hereto.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each ABR Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash it becomes due, at a rate determined by reference per annum equal to the Base Rate or Adjusted Term SOFR sum of the ABR Margin for such day plus the Applicable MarginABR for such day. Such interest shall be payable for each Interest Period on the last day thereof. Any overdue principal of or interest on any ABR Loan shall bear interest, but not to exceed the Maximum Rate. If payable on demand, for each day until paid at any time Term Loans are outstanding with respect to which the Borrower has not delivered a rate per annum equal to the Agent a notice specifying sum of 2% plus the basis rate otherwise applicable to ABR Loans for determining the interest rate applicable thereto in accordance herewith, those such day. (b) Each Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans Benchmark Loan shall bear interest as follows:on the outstanding principal amount thereof, for each day in the Interest Period applicable thereto, at a rate per annum equal to the sum of the Term Benchmark Margin for such day plus the Term Benchmark Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. (c) Any overdue principal of or interest on any Term Benchmark Loan shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the sum of the Term Benchmark Margin for such day plus the Term Benchmark Rate applicable to such Loan (or, if the circumstances described in clause (i) For all Base Rate Loansor (ii) of Section 8.01 shall exist, at a fluctuating rate per annum rate equal to the Base Rate sum of 2% plus the Applicable Margin; andrate applicable to ABR Loans for such day). (iid) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base Rate the Loans as hereunder. The Administrative Agent shall give prompt notice to the relevant Borrower and the participating Banks of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (e) In connection with the use or administration of any Benchmark, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party hereto. The Administrative Agent will promptly notify the Borrower and the Lenders of the effective date effectiveness of such change. All computations any Conforming Changes in connection with the use or administration of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateany Benchmark.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable MarginLIBOR Rate and Sections 3.1(a)(i) or (ii) as applicable, but not to exceed the Maximum RateRate described in Section 3.3. Subject to the provisions of Section 3.2, any of the Loans may be converted into, or continued as, Base Rate Loans or LIBOR Rate Loans in the manner provided in Section 3.2. If at any time Term Loans are outstanding with respect to which the Borrower notice has not been delivered to the Agent a notice in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Loans shall be treated as Base Rate Loans and shall bear interest at a rate determined by reference to the Base Rate until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Revolving Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in (i) above as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, Lenders (x) interest accrued on all SOFR Base Rate Loans in arrears on the first day of each SOFR month after the Closing Date and on the Termination Date and (ii) interest on all LIBOR Revolving Loans in arrears on each LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate LIBOR Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the LendersLenders (provided that all interest on applicable Swingline Loans shall be for the benefit of the Swingline Lender and all interest on Agent Advances shall be for the benefit of the Agent), interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day first day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate LIBOR Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term (a) The Loans to shall be Eurodollar Rate Loans, except as otherwise provided in this Agreement, including without limitation, in clause (i) of the Borrower definition of “Applicable Rate” and Sections 11.1 and 11.2. (b) The Loans shall bear interest on the unpaid principal amount thereof thereof, for each day such Loan is outstanding during each Interest Period applicable thereto, at a rate per annum equal to the Applicable Rate with respect thereto. Such interest shall be payable for each Interest Period on the Quarterly Payment Date immediately following the end of such Interest Period and on the Stated Maturity and as otherwise set forth herein. (includingc) In the event that, and for so long as, an Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by applicable law, on overdue interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginrespect of all Loans, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: for each day at the annual rate of the sum of (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and Rate for such Loan for such day plus (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus two percent (the Applicable Margin. Each change in the Base Rate “Post-Default Rate” for such Loan). (or any component thereofd) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base the Loans hereunder for any Interest Period or portion thereof pursuant to this Section 2.5 and the related definitions; provided that the relevant CP Lender, its Program Manager or its funding agent, as applicable, shall determine and announce to the Administrative Agent the Cost of Funds Rate Loans as for each Loan that is made by a CP Lender and to which the Cost of Funds Rate applies, such determination to be conclusive absent manifest error. The Administrative Agent shall give prompt notice to the Borrower and the participating Lenders of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. The Administrative Agent shall, at the request of the effective date of Borrower, the Collateral Agent or any Lender, deliver to the Borrower, the Collateral Agent or such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 daysLender, as the case may be, a statement showing the quotations and actual days elapseddemonstrating the calculations used by the Administrative Agent or the relevant CP Lender, its Program Manager or its funding agent, as applicable, in determining any interest rate pursuant to this Section 2.5. (e) The Administrative Agent agrees to use its best efforts to obtain quotations of LIBOR as contemplated by Section 2.5(d) and the definition of “London Interbank Offered Rate”. All other computations If the Administrative Agent does not obtain a timely quotation, the provisions of fees Section 11.1 shall apply. (f) The Administrative Agent shall provide notice to the Borrower, the Collateral Agent, the Collateral Administrator and interest the Lenders of any and all LIBOR rate sets on the date that any such rate set is determined. Each CP Lender, its Program Manager or its funding agent, as applicable, shall notify the Administrative Agent of the Cost of Funds Rate for each Loan that is made by such CP Lender and to which the Cost of Funds Rate applies on or prior to the related Calculation Date in connection with the provision of its invoice or otherwise upon written request. The Cost of Funds Rate for each CP Lender shall be made calculated, for each day during the period between the date of such notice and the last day of each Interest Period (the “Estimate Period”), on the basis of a 360-day year such CP Lender’s good faith estimate of its funding costs for such Estimate Period, and the amount of interest payable to such CP Lender in respect of the following Interest Period shall be increased by the amount, if any, by which interest at the actual days elapsed (Cost of Funds Rate for such CP Lender for such Estimate Period exceeds the amount estimated or shall be decreased by the amount, if any, by which results in more fees the amount of interest at the estimated Cost of Funds Rate for such Estimate Period exceeds the amount of interest accrued at the actual Cost of Funds Rate. However, on the Stated Maturity, any such increase or interestdecrease that would be due pursuant to the preceding sentence shall instead be settled and paid on the Stated Maturity. Each CP Lender, its Program Manager or its funding agent, as applicable, being paid than if computed on the basis shall supply a reconciliation of a 365-day year). On the last Business Day of such amounts as provided in this Section 2.5(f) for each calendar quarter hereafter and on the Termination Date, the Borrower shall pay such period to the AgentAdministrative Agent and, for the ratable benefit of the Lendersabsent manifest error, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) reconciliation shall be conclusive and binding on all Base Rate Loans in arrearsparties hereto. The Borrower interest rate payable to a CP Lender shall pay reflect proportionately the different sources of funding used during each Interest Period by such CP Lender to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datefinance its outstanding Loans.

Interest Rates. All outstanding Term Loans to the Borrower (a) So long as no Event of Default under this Agreement has occurred and is continuing, each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Base Rate Loan is made until paid in full in cash it becomes due, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Adjusted Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable MarginRate. Each change in the Base Rate (or any component thereof) Interest shall be reflected payable monthly in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made arrears on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and month commencing on the Termination Datefirst such date after such Base Rate Loan is made, and at the Borrower shall pay to the Agent, for the ratable benefit maturity of the LendersLoans (whether by reason of acceleration or otherwise); provided, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date that in the case event the Loans are repaid or prepaid in full and the Commitments have been terminated, then accrued interest in respect of a payment on the Termination Date) on all Base Rate Loans in arrearsshall be payable together with such repayment or prepayment on the date thereof. The Borrower So long as any Event of Default under this Agreement has occurred and is continuing, each Base Rate Loan shall pay bear interest on the outstanding principal amount thereof, for each day from the date such Base Rate Loan is made until it becomes due, at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate and such default interest shall be payable on demand. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate. (b) So long as no Event of Default under this Agreement has occurred and is continuing, each LIBOR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the AgentAdjusted LIBOR Rate. Interest shall be payable for each Interest Period on the last day thereof, unless the duration of such Interest Period exceeds three (3) months, in which case such interest shall be payable at the end of the first three (3) months of such Interest Period and on the last day of such Interest Period, and at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that in the event all LIBOR Loans made pursuant to a single borrowing are repaid or prepaid in full, then accrued interest in respect of such LIBOR Loans shall be payable together with such repayment or prepayment on the date thereof. So long as any Event of Default under this Agreement has occurred and is continuing, each LIBOR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to two percent (2%) over and above the Adjusted LIBOR Rate and such default interest shall be payable on demand. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each LIBOR Loan shall bear interest, payable on demand, for each day until paid, at a rate per annum equal to two percent (2%) over and above the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateAdjusted LIBOR Rate.

Interest Rates. All outstanding Term Loans (a) Subject to the Borrower provisions of Section 2.06(c), each Overnight Rate Loan shall bear interest on the unpaid outstanding principal amount thereof thereof, for the period commencing with the date such Loan is made up to but not including the date such Loan is repaid in full, at a rate per annum equal to the Overnight Rate as in effect from time to time. Interest on each Overnight Rate Loan shall be payable in arrears on the last day of each calendar month and on the Termination Date. (includingb) Subject to Section 2.06(c) and Section 8.06, each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such LIBOR Loan is made or continued through and including the last day of the Interest Period applicable thereto, at a rate per annum equal to the sum of the LIBOR Margin plus the applicable Adjusted LIBOR Offered Rate. Interest on each LIBOR Loan shall be payable on the last day of the Interest Period in effect with respect thereto and on the Termination Date. (c) Any overdue principal of (whether at stated maturity, by acceleration or otherwise) and (to the extent permitted by applicable law) interest on the Loans and all other overdue amounts payable hereunder shall bear interest, payable on interest thereon not paid when due) demand, for each day from and including the date made payment thereof was due up to but not including the date of actual payment, at a rate per annum equal to two percent (2%) above the Base Rate until such amount shall be paid in full in cash (after as well as before judgment). During the continuance of an Event of Default the principal of the Loans to the Borrower which are not overdue shall, until such Event of Default has been cured or remedied or such Event of Default has been waived by the Banks, bear interest at a rate determined by reference per annum equal to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: greater of (i) For all Base Rate Loans, at a fluctuating per annum two percent (2%) above the rate equal of interest otherwise applicable to the Base Rate plus the Applicable Margin; and such Loans pursuant to this Section 2.06 or (ii) For all SOFR Rate Loans, at a fluctuating per annum the rate equal of interest applicable to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate overdue principal. (or any component thereofd) The Agent shall be reflected in determine the interest rate applicable to Base Rate the Loans as of pursuant to the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” terms hereunder and its determination thereof shall be made on the basis of a year of 365 or 366 days, as the case may be, conclusive and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, binding for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date all purposes in the case absence of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datemanifest error.

Interest Rates. All outstanding Term Revolving Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Revolving Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Revolving Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans (unless the Default Rate has been effected by the Agent and the Required Lenders pursuant to Section 2.1(b)) until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term outstanding Revolving Loans shall bear interest as follows: (i) For all Base Rate Loans, Loans at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations interest charges for LIBOR Rate Loans shall be computed on the basis of a year of 360 days and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year). All interest charges for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and for actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All (a) The outstanding Term Loans to principal balance under the Borrower Loan shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate of interest equal to the Base Contract Rate. Whenever, subsequent to the date hereof, the LIBOR Rate plus is increased or decreased (as determined on the Applicable Margin; and date that is two (ii2) For all SOFR Rate LoansBusiness Days prior to each Payment Date), at a fluctuating per annum rate the Contract Rate, as set forth herein, shall be similarly changed effective as of such subsequent Payment Date, without notice or demand of any kind by an amount equal to Adjusted Term SOFR plus the Applicable Margin. Each amount of such change in the Base LIBOR Rate on the date that is two (or any component thereof2) Business Days prior to each Payment Date. The quarterly interest due on the principal balance of the Loan outstanding shall be reflected computed for the actual number of days elapsed during the Fiscal Quarter in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made question on the basis of a year consisting of 365 or 366 days, as the case may be, three hundred sixty (360) days and actual days elapsed. All other computations of fees and interest shall be made on calculated by determining the basis average daily principal balance outstanding for each day of a 360-day year and actual days elapsed (which results the Fiscal Quarter in more fees or interest, as applicable, being paid than if computed on question. The daily rate shall be equal to 1/360th times the basis of a 365-day year)Contract Rate. On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, If any statement furnished by Agent for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case amount of a payment due exceeded the actual amount that should have been paid because the LIBOR Rate decreased and such decrease was not reflected in such statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall receive a credit for the overpayment, which credit shall be applied towards the next subsequent payment due hereunder. If any statement furnished by Agent for the amount of a payment due was less than the actual amount that should have been paid because the LIBOR Rate increased and such increase was not reflected in such statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall be required to pay any resulting underpayment with the next subsequent payment due hereunder. (b) Borrower recognizes and acknowledges that any default on any payment, or portion thereof, due hereunder or to be made under any of the Termination Date) on all Base Rate Loans other Loan Documents, will result in arrearslosses and additional expenses to Agent in servicing the Loan, and in losses due to Lenders’ loss of the use of funds not timely received. Borrower further acknowledges and agrees that in the event of any such Default, Lenders would be entitled to damages for the detriment proximately caused thereby, but that it would be extremely difficult and impracticable to ascertain the extent of or compute such damages. Therefore, upon the Maturity Date and upon the occurrence and during the existence of an Event of Default (or upon any acceleration), interest shall automatically accrue hereunder, without notice to Borrower, at the Default Rate. The Borrower Default Rate shall pay be calculated and due from the date that the Default occurred which led to the Agent, for the ratable benefit Event of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateDefault without regard to any grace or cure period as may be applicable and shall be payable upon demand.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Alternate Base Rate or Adjusted Term SOFR the Eurodollar Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Alternate Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Alternate Base Rate Revolving Loans and other Obligations (other than Eurodollar Revolving Loans, ) at a fluctuating per annum rate equal to the Alternate Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, Eurodollar Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the Eurodollar Rate plus the Applicable Margin. Each change in the Alternate Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Alternate Base Rate Revolving Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from on all Alternate Base Rate Revolving Loans in arrears on the last Business Day first day of each month hereafter, on the preceding calendar quarter to the last Business Day date of any repayment of any portion of such calendar quarter (or accrued to the Termination Date in the case of a payment Loans and on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Eurodollar Revolving Loans in arrears on each SOFR Eurodollar Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made to but excluding the date it becomes due, at a rate per annum equal to the sum of the Base Rate for such day plus the applicable Base Rate Margin. Such interest shall be payable to but excluding the date of actual payment in arrears on each Quarterly Date and on the Termination Date (or if the Loans have been converted to Term Loans pursuant to Section 2.19, on the Term Loan Maturity Date) and, with respect to the principal amount of any Base Rate Loan converted to a Term SOFR Loan, on each date a Base Rate Loan is so converted. (b) Each Daily Simple SOFR Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made to but excluding the date it becomes due, at a rate per annum equal to the sum of Daily Simple SOFR for such day plus the applicable Daily Simple SOFR Margin. Such interest shall be payable to but excluding the date of actual payment in arrears on each Quarterly Date and on the Termination Date (or if the Loans have been converted to Term Loans pursuant to Section 2.19, on the Term Loan Maturity Date) and, with respect to the principal amount of any Daily Simple SOFR Loan converted to a Term SOFR Loan, on each date a Daily Simple SOFR Loan is so converted. (c) Each Term SOFR Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of (i) the Term SOFR Margin for such day plus (ii) Term SOFR applicable to such Interest Period. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof, and on the Termination Date (or if the Loans have been converted to Term Loans pursuant to Section 2.19, on the Term Loan Maturity Date). (d) Each Alternative Currency Term Rate Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of (i) the Alternative Currency Term Rate Margin for such day plus (ii) the Alternative Currency Term Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof, and on the Termination Date (or if the Loans have been converted to Term Loans pursuant to Section 2.19, on the Term Loan Maturity Date). (e) Each Alternative Currency Daily Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made to but excluding the date it becomes due, at a rate per annum equal to the sum of Alternative Currency Daily Rate for such day plus the applicable Alternative Currency Daily Rate Margin. Such interest shall be payable to but excluding the date of actual payment in arrears on each Quarterly Date and on the Termination Date (or if the Loans have been converted to Term Loans pursuant to Section 2.19, on the Term Loan Maturity Date). (f) Subject to Section 8.01 and Section 8.02, the unpaid principal amount thereof (includingof each Competitive Bid Term SOFR Rate Loan or Competitive Bid Alternative Currency Term Rate Loan, to as applicable, shall bear interest on the extent permitted by lawoutstanding principal amount thereof, on interest thereon not paid when due) from for the date made until paid in full in cash Interest Period applicable thereto, at a rate determined by reference per annum equal to the Base sum of Term SOFR or Alternative Currency Term Rate, as applicable, for such Interest Period plus (or minus) the applicable Competitive Bid Term SOFR Rate or Adjusted Competitive Bid Alternative Currency Term SOFR plus Rate quoted by the Applicable Margin, but not to exceed the Maximum RateLender making such Loan. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base The unpaid principal amount of each Competitive Bid Absolute Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans Loan shall bear interest as follows: (i) For all Base Rate Loanson the outstanding principal amount thereof, for the Interest Period applicable thereto, at a fluctuating rate per annum rate equal to the Base Competitive Bid Absolute Rate quoted by the Lender making such Loan. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof, and on the Termination Date (or if the Loans have been converted to Term Loans pursuant to Section 2.19, on the Term Loan Maturity Date). (g) Any overdue principal of or overdue interest on any Loan shall bear interest at a rate per annum equal to the sum of 1% plus the Applicable Margin; and (ii) For all SOFR Rate Loans, rate applicable to such Loan. Any other overdue amount shall bear interest at a fluctuating rate per annum rate equal to Adjusted Term SOFR the sum of 1% plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans. Amounts accruing under this Section 2.07(g) shall be payable upon demand. (h) The Administrative Agent shall determine each interest rate applicable to the Loans as hereunder. The Administrative Agent shall give prompt notice to the applicable Borrower and the participating Lenders of the effective date of such change. All computations each rate of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” so determined, and its determination thereof shall be made on conclusive in the basis absence of a year of 365 manifest error. (i) With respect to SOFR, Term SOFR, Daily Simple SOFR, any Alternative Currency Daily Rate or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Dateany Alternative Currency Term Rate, the Borrower shall pay Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the Agentcontrary herein or in any other Loan Document, for 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 Document; provided that, with respect to any such amendment effected, the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter Administrative Agent shall post each such amendment implementing such Conforming Changes to the last Business Day of Company and the Lenders reasonably promptly after such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateamendment becomes effective.

Interest Rates. All outstanding Term (a) Pursuant to each properly delivered Funding Notice and Interest Period Notice, (i) the Eurodollar Loans to the Borrower shall bear accrue interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference per annum during each Interest Period applicable thereto equal to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin and (ii) each Base Rate Loan shall accrue interest at a rate per annum during each Monthly Period equal to the sum of the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR Monthly Period plus the Applicable Margin. Any Revolving Loan made within thirty (30) days of the Maturity Date shall be a Base Rate Loan. (b) On or before 12:00 noon, New York City time, at least four (4) Business Days prior to the end of each Interest Period for each Eurodollar Loan, the Borrowers shall, and at least four (4) Business Days prior to the end of any Monthly Period for any Base Rate Loans, the Borrowers may, deliver to the Administrative Agent an Interest Period Notice setting forth the Borrowers’ election (i) to continue any such Eurodollar Loan as (or convert any such Base Rate Loan to) a Eurodollar Loan or (ii) to convert any such Eurodollar Loan to a Base Rate Loan at the end of the then-current Interest Period; provided, that if an Event of Default has occurred and is continuing, all Eurodollar Loans shall automatically convert into Base Rate Loans at the end of the then-current Interest Periods. Each change such election with respect to the Tranche A-1 Term Loans shall also apply to the Tranche A-2 Term Loans. Upon the waiver or cure of such Event of Default, the Borrowers shall have the option to continue such Loans as Base Rate Loans and/or to convert such Loans to Eurodollar Loans (by delivery of an Interest Period Notice), subject to the notice periods set forth above. Notwithstanding anything to the contrary, any portion of the Loans maturing in less than one month may not be continued as, or converted to, Eurodollar Loans and will automatically convert to Base Rate Loans at the end of the then-current Interest Period. (c) If the Borrowers fail to deliver an Interest Period Notice in accordance with Section 3.03(b) with respect to any Eurodollar Loan, such Eurodollar Loan shall automatically continue as a Eurodollar Loan. (d) All Eurodollar Loans shall bear interest from and including the first day of the applicable Interest Period to (and excluding) the last day of such Interest Period at the interest rate determined as applicable to such Eurodollar Loan. (e) Notwithstanding anything to the contrary, the Borrowers shall have, in the Base Rate aggregate, no more than eight (or 8) separate Eurodollar Loans outstanding at any component thereofone time. For purposes of the foregoing, all Eurodollar Loans commencing on the same day of a month (notwithstanding that such Eurodollar Loans commence in different months) shall be reflected in considered a single Eurodollar Loan. (f) All Base Rate Loans shall bear interest from and including the interest rate applicable first day of each Monthly Period (or the day on which Eurodollar Loans are converted to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 required under Section 3.03(b) or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed under Article IV (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof thereof, for each day from the date such Loan is made until the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.7, at a rate per annum equal to sum of the Base Rate plus the Applicable Margin for Base Rate Loans for such day. (includingb) Each Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin for Euro-Dollar Loans for such day plus the Adjusted Interbank Offered Rate applicable to such Interest Period. (c) Subject to Section 8.1, each Money Market IBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Interbank Offered Rate for such Interest Period (determined in accordance with Section 2.8(b) as if the related Money Market IBOR Borrowing were a Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the Bank making such Loan in accordance with Section 2.4. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.4. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the Base Rate until such failure shall become an Event of Default and thereafter at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (d) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by applicable law, on overdue interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginrespect of all Loans, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum the annual rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in sum of the Base Rate and two percent (or any component thereof2%) (the “Default Rate”). (e) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base Rate the Loans as hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of the effective date of such change. All computations each rate of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” so determined, and its determination thereof shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date conclusive in the case absence of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datedemonstrable error.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made or converted to until paid in full in cash it is repaid, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR for such day plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and Such interest shall be made payable quarterly in arrears on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter March, June, September and December, on the Maturity Date and, if the Maturity Date shall have been extended pursuant to Section 2.16, as to the interest accrued on the principal amount repaid or prepaid after the Commitment Termination Date, upon the Borrower repayment or prepayment of such Loan. (b) Each Term SOFR Loan shall pay to bear interest on the Agentoutstanding principal amount thereof, for the ratable benefit Interest Period applicable thereto, at a rate per annum equal to the Adjusted Term SOFR for such Interest Period plus the Applicable Margin. Such interest shall be payable for each Interest Period on the last day thereof (and, if such Interest Period is longer than three months, at intervals of three months after the Lendersfirst day thereof) and upon the repayment or prepayment of such Loan. (c) Each Daily Simple SOFR Loan shall bear interest on the outstanding principal amount thereof, interest accrued for each day from the last Business Day of the preceding calendar quarter date such Loan is made or converted to until it is repaid, at a rate per annum equal to the last Business Day of Adjusted Daily Simple SOFR for such calendar quarter (or accrued to day plus the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsApplicable Margin. The Borrower Such interest shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans be payable monthly in arrears on each SOFR Interest Payment Datedate that is on the numerically corresponding day in each calendar month that is one month after the date such Loan is made or converted to (or, if there is no such numerically corresponding day in such month, then the last day of such month), on the Maturity Date and, as to the interest accrued on the principal amount repaid or prepaid, upon the repayment or prepayment of such Loan. (d) [Reserved.] (e) In the event of Default in payment of any principal of or interest on any Loan or any fee payable by the Borrower hereunder, such overdue amount to the fullest extent permitted by applicable law, after as well as before judgment, shall automatically and without notice bear interest at the Default Rate, which interest will be payable on demand.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof, for each day from the date such Loan is made until the date it is repaid or converted into a Yen LIBOR Loan pursuant to Section 2.5, at a rate per annum equal to the sum of the Base Rate plus the Applicable Margin for Base Rate Loans for such day. (b) Each Yen LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin for Yen LIBOR Loans plus Yen LIBOR for such Interest Period. (c) (i) At any time and so long as an Event of Default pursuant to Section 6.3(a) exists with respect to a Borrower, all Obligations owing by such Borrower that are not paid when due shall bear interest at a fluctuating interest rate per annum at all times equal, to the fullest extent permitted by applicable Laws, to the otherwise applicable rate hereunder plus 2.000%, (ii) upon the written request of the Majority Lenders at any time and so long as any other Borrower Event of Default exists with respect to a Borrower, such Borrower shall pay interest on the principal amount of all Obligations owing by such Borrower, at a fluctuating interest rate per annum at all times equal, to the fullest extent permitted by applicable Laws, to the otherwise applicable rate hereunder plus 2.000%, and (iii) upon the written request of the Majority Lenders at any time and so long as any Guarantor Event of Default exists, all Obligations owing hereunder by any Loan Party shall bear interest at a fluctuating interest rate per annum at all times equal, to the fullest extent permitted by applicable Laws, to the otherwise applicable rate hereunder plus 2.000%. (d) Administrative Agent shall determine each interest rate applicable to the Loans hereunder. Administrative Agent shall give prompt notice to the applicable Borrower and the Lenders of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of demonstrable error. (includinge) Interest on all Loans bearing interest at the Base Rate shall be payable in arrears on the first Business Day of each calendar month. Interest on all Yen LIBOR Loans shall be payable on the last Business Day of each applicable Interest Period, but no less frequently than every three months determined on the basis of the first day of the Interest Period applicable to the Loan in question. (f) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid (including any fees paid to Administrative Agent or any Lender that are deemed to be interest under any applicable Law) under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If Administrative Agent or any Lender shall receive interest (including any fees paid to Administrative Agent or a Lender that are deemed to be interest under any applicable Law) in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Loan Parties. In determining whether the interest (including any fees paid to Administrative Agent or a Lender that are deemed to be interest under any applicable Law) contracted for, charged or received by Administrative Agent or a Lender exceeds the Maximum Rate, Administrative Agent or such Lender may, to the extent permitted by lawapplicable Laws, on (a) characterize any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest thereon not paid when due) from throughout the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as contemplated term of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateObligations hereunder.

Interest Rates. All outstanding Term Loans to the Borrower (a) So long as no Event of Default under this Agreement has occurred and is continuing, each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Base Rate Loan is made until paid in full in cash it becomes due, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Adjusted Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable MarginRate. Each change in the Base Rate (or any component thereof) Interest shall be reflected payable quarterly in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made arrears on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and commencing on the Termination Datefirst such date after such Base Rate Loan is made, and at the Borrower shall pay to the Agent, for the ratable benefit maturity of the LendersLoans (whether by reason of acceleration or otherwise); provided, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date that in the case event the Loans are repaid or prepaid in full and the Revolving Credit Commitments have been terminated, then accrued interest in respect of a payment on the Termination Date) on all Base Rate Loans in arrearsshall be payable together with such repayment or prepayment on the date thereof. The Borrower So long as any Event of Default under this Agreement has occurred and is continuing, each Base Rate Loan shall pay bear interest on the outstanding principal amount thereof, for each day from the date such Base Rate Loan is made until it becomes due, at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate and such default interest shall be payable on demand. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate. (b) So long as no Event of Default under this Agreement has occurred and is continuing, each LIBOR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the AgentAdjusted LIBOR Rate. Interest shall be payable for each Interest Period on the last day thereof, unless the duration of such Interest Period exceeds three (3) months, in which case such interest shall be payable at the end of the first three (3) months of such Interest Period and on the last day of such Interest Period, and at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that in the event all LIBOR Loans made pursuant to a single borrowing are repaid or prepaid in full, then accrued interest in respect of such LIBOR Loans shall be payable together with such repayment or prepayment on the date thereof. So long as any Event of Default under this Agreement has occurred and is continuing, each LIBOR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to two percent (2%) over and above the Adjusted LIBOR Rate and such default interest shall be payable on demand. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each LIBOR Loan shall bear interest, payable on demand, for each day until paid, at a rate per annum equal to two percent (2%) over and above the ratable benefit Adjusted LIBOR Rate. (c) So long as no Event of Default under this Agreement has occurred and is continuing, each Swingline Loan shall bear interest as set forth in 2.01(c). So long as any Event of Default under this Agreement has occurred and is continuing, each Swingline Loan shall bear interest on the Lendersoutstanding principal amount thereof, for each day from the date such Swingline Loan is made until it becomes due, at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate and such default interest shall be payable on demand. Notwithstanding the provisions of Section 2.05(a), interest on Swingline Loans shall be payable at the earlier of (i) the maturity of the Swingline Loan, (ii) the Swingline Maturity Date, (iii) on the first Business Day of each calendar quarter commencing on the first such date after such Swingline Loan is made, and (iv) at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that in the event the Loans are repaid or prepaid in full and the Swingline Commitment has been terminated, then accrued interest in respect of all SOFR Swingline Loans shall be payable together with such repayment or prepayment on the date thereof. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each Swingline Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate. (d) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder and its determination thereof shall be conclusive in the absence of manifest error. (e) So long as any Event of Default under this Agreement has occurred and is continuing, all other overdue Borrower’s Obligations (other than the Borrower’s Obligations specified in subsections (a), (b) and (c) above) shall bear interest at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate and such default interest shall be payable on demand. (f) Nothing contained in this Agreement or in any other Transaction Document shall be deemed to establish or require the payment of interest to any Bank at a rate in excess of the maximum rate permitted by applicable law. If the amount of interest payable for the account of any Bank on any interest payment date would exceed the maximum amount permitted by applicable law to be charged by such Bank, the amount of interest payable for its account on such interest payment date shall be automatically reduced to such maximum permissible amount. In the event of any such reduction affecting any Bank, if from time to time thereafter the amount of interest payable for the account of such Bank on any interest payment date would be less than the maximum amount permitted by applicable law to be charged by such Bank, then the amount of interest payable for its account on such subsequent interest payment date shall be automatically increased to such maximum permissible amount, provided that at no time shall the aggregate amount by which interest paid for the account of any Bank has been increased pursuant to this sentence exceed the aggregate amount by which interest paid for its account has theretofore been reduced pursuant to the previous sentence. (g) The Administrative Agent shall promptly notify Borrower and the Banks upon determining the interest rate for each borrowing of LIBOR Loans after its receipt of the relevant Notice of Borrowing or Notice of Election, and upon each change in arrears the Prime Rate; provided, however, that the failure of the Administrative Agent to provide Borrower or the Banks with any such notice shall neither affect any obligations of Borrower or the Banks hereunder nor result in any liability on the part of the Administrative Agent to Borrower or any Bank. Each such determination (including each SOFR Interest Payment Datedetermination of the Reserve Requirement) shall, absent manifest error, be conclusive and binding on all parties hereto.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash it becomes due, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate for such day. Such interest shall be payable quarterly in arrears on each Quarterly Payment Date and at maturity. Any overdue principal of or overdue interest on any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 1% plus the Base Rate for such day. (b) Each SOFR Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin; Margin for such day plus the Adjusted Term SOFR applicable to such Interest Period. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. (c) Any overdue principal of or overdue interest on any SOFR Loan shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 1% plus the higher of (i) the sum of the Applicable Margin for such day plus the Adjusted Term SOFR applicable to such Loan at the date such payment was due and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as for such day. (d) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the participating Lenders by facsimile of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error unless the Borrower raises an objection thereto within five Domestic Business Days after receipt of such notice. (e) 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 Document, 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 Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effective date effectiveness of such change. All computations any Conforming Changes in connection with the use or administration of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateTerm SOFR.

Interest Rates. All outstanding Term (a) The Loans to shall be Eurodollar Rate Loans, except as otherwise provided in this Agreement, including without limitation, in clause (i) of the Borrower definition of “Applicable Rate” and Sections 11.1 and 11.2. (b) The Loans shall bear interest on the unpaid principal amount thereof thereof, for each day such Loan is outstanding during each Interest Period applicable thereto, at a rate per annum equal to the Applicable Rate with respect thereto. Such interest shall be payable for each Interest Period on the Quarterly Payment Date immediately following the end of such Interest Period and on the Stated Maturity and as otherwise set forth herein. (includingc) In the event that, and for so long as, an Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by lawApplicable Law, on overdue interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginrespect of all Loans, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: for each day at the annual rate of the sum of (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and Rate for such Loan for such day plus (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus two percent (the Applicable Margin. Each change in the Base Rate “Post-Default Rate” for such Loan). (or any component thereofd) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base the Loans hereunder for any Interest Period or portion thereof pursuant to this Section 2.5 and the related definitions; provided that the relevant CP Lender, its Program Manager or its funding agent, as applicable, shall determine and announce to the Administrative Agent the Cost of Funds Rate Loans as for each Loan that is made by a CP Lender and to which the Cost of Funds Rate applies, such determination to be conclusive absent manifest error. The Administrative Agent shall give prompt notice to the Borrower and the participating Lenders of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. The Administrative Agent shall, at the request of the effective date of Borrower, the Collateral Agent or any Lender, deliver to the Borrower, the Collateral Agent or such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 daysLender, as the case may be, a statement showing the quotations and actual days elapseddemonstrating the calculations used by the Administrative Agent or the relevant CP Lender, its Program Manager or its funding agent, as applicable, in determining any interest rate pursuant to this Section 2.5. (e) The Administrative Agent agrees to use its best efforts to obtain quotations of LIBOR as contemplated by Section 2.5(d) and the definition of “London Interbank Offered Rate”. All other computations If the Administrative Agent does not obtain a timely quotation, the provisions of fees Section 11.1 shall apply. (f) The Administrative Agent shall provide notice to the Borrower, the Collateral Agent, the Collateral Administrator and interest the Lenders of any and all LIBOR rate sets on the date that any such rate set is determined. Each CP Lender, its Program Manager or its funding agent, as applicable, shall notify the Administrative Agent of the Cost of Funds Rate for each Loan that is made by such CP Lender and to which the Cost of Funds Rate applies on or prior to the related Calculation Date in connection with the provision of its invoice or otherwise upon written request. The Cost of Funds Rate for each CP Lender shall be made calculated, for each day during the period between the date of such notice and the last day of each Interest Period (the “Estimate Period”), on the basis of a 360-day year such CP Lender’s good faith estimate of its funding costs for such Estimate Period, and the amount of interest payable to such CP Lender in respect of the following Interest Period shall be increased by the amount, if any, by which interest at the actual days elapsed (Cost of Funds Rate for such CP Lender for such Estimate Period exceeds the amount estimated or shall be decreased by the amount, if any, by which results in more fees the amount of interest at the estimated Cost of Funds Rate for such Estimate Period exceeds the amount of interest accrued at the actual Cost of Funds Rate. However, on the Stated Maturity, any such increase or interestdecrease that would be due pursuant to the preceding sentence shall instead be settled and paid on the Stated Maturity. Each CP Lender, its Program Manager or its funding agent, as applicable, being paid than if computed on the basis shall supply a reconciliation of a 365-day year). On the last Business Day of such amounts as provided in this Section 2.5(f) for each calendar quarter hereafter and on the Termination Date, the Borrower shall pay such period to the AgentAdministrative Agent and, for the ratable benefit of the Lendersabsent manifest error, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) reconciliation shall be conclusive and binding on all Base Rate Loans in arrearsparties hereto. The Borrower interest rate payable to a CP Lender shall pay reflect proportionately the different sources of funding used during each Interest Period by such CP Lender to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datefinance its outstanding Loans.

Interest Rates. All The outstanding Term Loans to the Borrower shall bear interest on the unpaid principal amount thereof of the Term Loan and all other monetary Obligations that are outstanding from time to time (including, to the extent permitted by law, on interest thereon not paid when due) shall bear interest from the Closing Date (in the case of the Term Loan) or the date made such Obligation is due and payable (in the case of all other Obligations), until paid in full in cash at a per annum rate determined by reference to the LIBOR Rate or, at the election of the Borrowers, the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate) as set forth below. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying Accrued interest shall be computed on the basis for determining the of a year of 360 days and actual days elapsed. The Borrowers shall pay to each Lender interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as accrued on its Pro Rata Share of all Base Rate Loans until notice in arrears on the first Business Day of each calendar month commencing August 1, 2001 (each an "Interest Payment Date"). The Borrowers shall pay to the contrary has been given to the Agent each Lender interest accrued on its Pro Rata Share of all LIBOR Rate Loans in accordance with this Agreement and such notice has become effectivearrears on each LIBOR Interest Payment Date. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all While any portion of the Term Loan is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the Applicable Margin; (ii) While any portion of the Term Loan is a Base Rate LoansLoan, and with respect to all other Obligations, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations The foregoing notwithstanding, at no time shall any portion of the Obligations bear interest at a per annum rate less than 13.0%. To the extent that interest accrued hereunder at the rate set forth herein would be less than the foregoing minimum rate, the interest rate chargeable hereunder for Base Rate Loans when the Base Rate is determined by the “prime rate” applicable period automatically shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay deemed increased to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateminimum rate.

Interest Rates. All (a) Each Base Rate Loan shall bear interest on the outstanding Term Loans principal amount thereof, for each day from the date such Loan is made until it becomes due and payable, at a rate per annum equal to the Borrower lesser of (i) the Base Rate as in effect for each such day and (ii) the Maximum Rate. Accrued, unpaid interest on the outstanding principal of the Base Rate Loans shall be due and payable on each Quarterly Date. Any principal of and, to the extent permitted by Law, accrued and unpaid interest on any Base Rate Loan which has become due and payable (b) Each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the lesser of (i) the sum of the Applicable Margin plus the applicable Adjusted London Interbank Offered Rate and (ii) the Maximum Rate. Accrued, unpaid interest on the outstanding principal of each LIBOR Loan shall be due and payable for each Interest Period on the last day thereof. Any principal of and, to the extent permitted by Law, interest on any LIBOR Loan which has become due and payable shall bear interest on the unpaid principal amount thereof (includingportion thereof, payable on demand, for each day from such due date and until paid, at the Default Rate. Not less than 5 LIBOR Business Days prior to the extent permitted by lawlast day of each Interest Period, Agent shall submit to Borrower a statement for accrued interest on interest thereon not paid when due) from LIBOR Loans due as of the date made until paid in full in cash at a rate determined by reference to end of the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows:Interest Period. (ic) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) The Agent shall be reflected in the determine each interest rate applicable to the Loans hereunder and each fee hereunder. Interest for all Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” and all fees shall be made computed on the basis of a year of 365 or 366 days (as applicable), in each case for the actual number of days elapsed (including the first day but excluding the last day). Interest shall be computed for all LIBOR Loans on the basis of a year of 360 days, as in each case for the case may beactual number of days elapsed (including the first day but excluding the last day), and actual days elapsed. All other computations except that, if use of fees and interest shall a 360-day year would result in a rate in excess of the Maximum Rate, such computation will be made on the basis of a 360-day year consisting of 365 or 366 days, as appropriate. Each determination by the Agent of an interest rate or fee hereunder shall be conclusive and actual days elapsed binding in the absence of manifest error. (d) Notwithstanding the foregoing, if at any time the applicable contractual rate of interest provided for herein (without reference to the Maximum Rate limitation) exceeds the Maximum Rate, then the rate of interest on any Loan or other Obligation shall be limited to the Maximum Rate during such time, and at all times thereafter (including periods during which results any or all of such applicable contractual rates of interest have fallen below the Maximum Rate), the interest rate on any Loan or other Obligation shall be the Maximum Rate, or if there is no Maximum Rate in more fees effect, the Agreed Maximum Rate, until the total amount of interest accrued on such Loan or interestother Obligation equals the amount of interest which would have accrued thereon if the applicable contractual rate of interest (without reference to the Maximum Rate limitation) had at all times been in effect; but in no event shall the aggregate interest payable or paid during the period beginning on the date the initial Loan is made until the Obligations are paid in full exceed an amount equal to interest at the Maximum Rate, so long as the Maximum Rate shall be applicable to this Agreement and the transactions contemplated hereby. If at maturity or final payment of any Note or other Obligations, as applicable, being the total amount of interest paid or accrued on such Note or other Obligations under the foregoing provisions is less than the total amount of interest which would have been paid or accrued if computed the applicable (e) The payment of interest (or any amount deemed to be interest) on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter any Note and on the Termination Dateany other Obligation shall, the Borrower shall pay in all respects regarding each Loan Document, be subject to the Agent, for the ratable benefit provisions of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateSection 10.8.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash immediately available funds at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the a Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans and other Obligations (other than LIBOR Rate Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and; (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash the date it is repaid or converted into a Eurodollar Loan pursuant to Section 2.5, at a rate determined by reference per annum equal to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to sum of the Base Rate plus the Applicable Margin; andMargin for Base Rate Loans for such day. (iib) For all SOFR Rate LoansEach Eurodollar Loan shall bear interest on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a fluctuating rate per annum equal to the sum of the Applicable Margin for Eurodollar Loans for such day plus the Eurodollar Rate applicable to such Interest Period. (c) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, any overdue principal amount of the Loans and, to the extent permitted under applicable law, overdue interest and fees in respect of all Loans, shall bear interest at the annual rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in sum of the Base Rate and the Applicable Margin for Base Rate Loans and two percent (2%), or, if any Loan shall have been continued as, or any component thereofconverted into, a Eurodollar Loan, then, as to such Loan only, the sum of the Eurodollar Rate applicable to such Loan and the Applicable Margin for Eurodollar Loans, and two percent (2%) (collectively, the “Default Rate”). (d) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base Rate the Loans as hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of the effective date of such change. All computations each rate of interest for Base Rate so determined, and its determination thereof shall be conclusive in the absence of demonstrable error. (e) Interest on all Loans when bearing interest at the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans payable in arrears on each SOFR Interest Payment Date. Interest on all Loans bearing interest based on the Eurodollar Rate shall be payable in arrears on the last day of the applicable Interest Period as to any such Loan having an Interest Period of three months or less and, as to any such Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period.

Interest Rates. All outstanding Term Loans to the Borrower (A) Each Floating Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash it becomes due, at a rate determined by reference per annum equal to the Base Floating Rate for such day. Such interest shall be payable for each Interest Period on the last day thereof. Any overdue principal of or Adjusted Term SOFR overdue interest on any Floating Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis Floating Rate for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans day. (B) Each Eurocurrency Loan shall bear interest as follows:on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a rate per annum equal to the Eurocurrency Rate. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. (C) Any overdue principal of or interest on any Eurocurrency Loan shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the higher of (i) For all Base the Eurocurrency Rate applicable to such Loan prior to its maturity and (ii) the Eurocurrency Rate which would be applicable to a Eurocurrency Loan to the relevant Borrower hereunder made on such date for a period of one day (or, if such amount due remains unpaid more than three Eurocurrency Business Days, then for such other period of time not longer than six months as the Agent may elect, or, if the circumstances described in Section 8.01 shall exist, at a rate per annum equal to the sum of 2% plus the Floating Rate for such day). (D) Each Swingline Loan shall bear interest (a) for Dollar denominated Swingline Loans, at a fluctuating per annum such rate equal as shall be quoted by the Swingline Lender to the Base Rate plus relevant Borrower, but which interest rate shall not exceed the Applicable Margin; Floating Rate, and (b) for Swingline Loans denominated in an Agreed Currency other than Dollars, at the applicable local rate of interest as determined by the Swingline Lender and quoted by the Swingline Lender to the relevant Borrower as adjusted for associated cost rates or other applicable reserve rate, as applicable, and, in each case, as agreed between the relevant Borrower and the Swingline Lender at the time such Swingline Loan is made. (iiE) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) The Agent shall be reflected in the determine each interest rate applicable to Base Rate the Loans as of (other than Swingline Loans) hereunder. The Swingline Lender shall determine each interest rate applicable to the effective date of such changeSwingline Loans hereunder. All computations of interest for Base Rate Loans when The Agent shall give prompt notice to the Base Rate is determined by relevant Borrowers and the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may beparticipating Banks, and actual days elapsed. All other computations of fees the Swingline Lender shall give prompt notice to the relevant Borrowers and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for in each case, by telex, cable or facsimile of each rate of interest so determined, and its determination thereof shall be conclusive in the ratable benefit absence of manifest error (provided that the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day determination of such calendar quarter (amount or accrued to the Termination Date in the case of amounts is made on a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datereasonable basis).

Interest Rates. All outstanding Term Loans to the Borrower (a) Each CP Rate Loan shall bear interest on the unpaid outstanding principal amount thereof from and including the first day of the CP Tranche Period applicable thereto selected in accordance with Article II of this Agreement to (but not including) the last day of such CP Tranche Period at the applicable CP Rate. On the 5th Business Day immediately preceding each Settlement Date, to each Pool Funded Conduit shall calculate the extent permitted by lawaggregate amount of CP Costs for the applicable Accrual Period and shall notify the Borrower of its aggregate amount of such CP Costs which shall be payable on such Settlement Date. At any time while Gotham is not acting as Pool Funded Conduit, on the 5th Business Day immediately preceding each Settlement Date, the Gotham Agent shall calculate Gotham’s CP Rate and each shall notify Borrower of the aggregate amount of CP Costs which shall be payable on such Settlement Date. (b) Each Eurodollar Loan shall bear interest thereon on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto selected in accordance with Article II of this Agreement to (but not paid when dueincluding) from the date made until paid in full in cash last day of such Interest Period at a rate determined by reference per annum equal to the sum of (i) the applicable Eurodollar Rate (Reserve Adjusted) for such Interest Period plus (ii) the Applicable Percentage per annum. (c) Each Alternate Base Rate or Adjusted Term SOFR plus Loan shall bear interest on the Applicable Marginoutstanding principal amount thereof, for each day from and including the date such Loan is made to but not to exceed excluding the Maximum Rate. If date it is paid at any time Term Loans are outstanding with respect to which the Borrower has not delivered a rate per annum equal to the Agent a notice specifying Alternate Base Rate for such day. Changes in the basis for determining the rate of interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as on Alternate Base Rate Loans until notice will take effect simultaneously with each change in the Alternate Base Rate. (d) Notwithstanding anything to the contrary has been given to contained in Sections 1.3(a), (b) or (c), upon the Agent in accordance with this Agreement occurrence of an Event of Default, and such notice has become effective. Except as otherwise provided hereinduring the continuance thereof, the Term Loans all Obligations shall bear interest as follows:interest, payable upon demand, at the Default Rate. (ie) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) Interest shall be reflected in payable for the day a Loan is made but not for the day of any payment on the amount paid if payment is received prior to 1:00 p.m. (local time) at the place of payment. If any payment of principal of or interest rate applicable to Base Rate Loans as of the effective date of on a Loan shall become due on a day which is not a Business Day, such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” payment shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last next succeeding Business Day of each calendar quarter hereafter and on the Termination Dateand, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans principal payment, such extension of time shall be included in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, computing interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateconnection with such payment.

Interest Rates. All outstanding Term Loans to the Borrower shall (i) Each Loan will bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash to but excluding maturity (whether at stated maturity, by acceleration, because of mandatory prepayment or otherwise) at the following rates: (A) each Construction/Acquisition Loan will bear interest during each Interest Period applicable thereto at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate LIBOR as determined for such Interest Period plus the Applicable Margin; and one hundred (ii100) For all SOFR Rate Loansbasis points, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or computed on each date on which interest is due on any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made Construction/Acquisition Loan on the basis of a year of 365 or 366 days, as 360 days for the case may be, and actual number of days elapsed. All other computations of fees ; and (B) subject to adjustment pursuant to Section 2.3(a)(iv), each Term Loan will bear interest at a fixed rate per annum equal to nine and interest shall be made thirty-five one-hundredths percent (9.35%), payable on the basis of a 360-day year and of 360 days for the actual number of days elapsed elapsed. (which results in more fees or interest, as applicable, being paid than if computed ii) LIBOR during a particular Interest Period will be determined by the Construction/Acquisition Agent on the Interest Rate Determination Date with respect to such Loan on the basis of a 365-day year). On the last Business Day Interest Period and the amount of each calendar quarter hereafter the Loan. (iii) Each determination by an Agent of the Interest Rate applicable to any Loan pursuant to this Section 2.3(a) will be conclusive and binding on the Termination parties absent manifest error, in which case the Interest Rate will be corrected and all payments of Borrower affected by the incorrect Interest Rate determination will be appropriately adjusted. (iv) The Interest Rate applicable to each Term Loan will be increased as necessary as of October 30, 1998, to reflect any increased cost to the Term Agent and the Term Lenders resulting from any variation between the actual Funding Dates of the Term Loans and the projected Funding Dates of the Term Loans contained in the Closing Pro Forma as of the Closing Date. The Interest Rate will be increased in an amount sufficient to reimburse the Term Agent and the Term Lenders for any increased cost to any of them arising from the contracts or other arrangements entered into by the Term Agent and the Term Lenders with Credit Lyonnais New York Branch or any other Person to provide a fixed rate of interest on the Term Loans. Should Borrower and the Term Lenders be unable to agree on the increase in the Interest Rate, then Borrower and the Term Lenders shall appoint a firm of independent certified public accountants (which shall be a "Big 6" firm and which shall not at the time have an accounting relationship with any of Borrower, the Borrower shall pay Term Agent and the Term Lenders) to determine the Agentappropriate increase in the Interest Rate, for and the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day fees of such calendar quarter (or accrued to accounting firm shall be paid one-half by Borrower and one-half by the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Term Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding (a) Each Term Loans to the Borrower SOFR Loan shall bear accrue interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash during each Interest Period applicable thereto at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change Margin for such Term Loans. (b) On or before 12:00 noon, New York City time, at least three Business Days prior to the end of each Interest Period for each Term SOFR Loan, the Borrower shall deliver to the Term Loan Facility Agent an Interest Period Notice setting forth the Borrower’s election with respect to the duration of the next Interest Period applicable to such Term SOFR Loan, which Interest Period shall be one or three months in the length; provided, that, (i) if any Loan Facility Declared Default has occurred and is Continuing, all Term SOFR Loans shall convert into Base Rate Loans and (ii) if any Unmatured Loan Facility Event of Default has occurred and is Continuing, all Term SOFR Loans shall convert into Term SOFR Loans with an Interest Period of one month, in each case, at the end of the then-current Interest Periods (in which case the Term Loan Facility Agent shall so notify the Borrower and the Term Lenders). After such Loan Facility Declared Default or Unmatured Loan Facility Event of Default has ceased, the Borrower may convert each such Base Rate Loan or Term SOFR Loan with an Interest Period of one month into a Term SOFR Loan in accordance with this Agreement by delivering an Interest Period Notice in accordance with Section 3.04 (Conversion Options). (c) If the Borrower fails to deliver an Interest Period Notice in accordance with Section 3.03(b) (Interest Rates) above with respect to any component thereof) Term SOFR Loan, such Term SOFR Loan shall be reflected in made as, or converted into, a Term SOFR Loan with an Interest Period of one month. (d) Each Term SOFR Loan shall bear interest from (and including) the first day of the applicable Interest Period to (but excluding) the last day of such Interest Period at the interest rate determined as applicable to such Term SOFR Loan. (e) Notwithstanding anything to the contrary, the Borrower shall have, in the aggregate, no more than twelve (12) separate Term SOFR Loans outstanding at any one time. (f) Each Base Rate Loan shall accrue interest at a rate per annum equal to the sum of the Alternate Base Rate plus the Applicable Margin for such Term Loans. (g) All Base Rate Loans shall bear interest from and including the date such Term Loan is made (or the day on which Term SOFR Loans are converted to Base Rate Loans as of required under Section 3.03(c) (Interest Rates) or 3.04 (Conversion Options) or under Article IV (SOFR and Tax Provisions)) to (but excluding) the effective date of such change. All computations of Term Loan or portion thereof is paid at the interest for rate determined as applicable to such Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter Loan (or accrued the date such Term Loan is converted to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all Term SOFR Rate Loans in arrears on each SOFR Interest Payment DateLoan).

Interest Rates. All outstanding Term Loans to Obligations (other than Obligations in respect of Bank Products, which shall bear interest in accordance with the Borrower terms of the respective documentation governing Bank Products) shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made or incurred until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the applicable Borrower has not delivered to the Administrative Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Administrative Agent by such Borrower in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate LoansRevolving Loans and other Obligations (other than (x) LIBOR Rate Revolving Loans and (y) Obligations in respect of Bank Products, which Obligations in respect of Bank Products shall bear interest in accordance with the terms of the respective documentation governing Bank Products), at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Revolving Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Revolving Credit Loan shall bear interest on at the Prime Rate plus the Applicable Margin for Base Rate Loans unless timely notice is given (as provided in Section 2-5(a)) that the subject Revolving Credit Loan (or a portion thereof) is, or is to be converted to, a Eurodollar Loan. (b) Each Revolving Credit Loan which consists of a Eurodollar Loan shall bear interest at the Adjusted Eurodollar Rate plus the Applicable Margin for Eurodollar Loans. (c) Subject to the provisions hereof, the Borrower, by notice to the Lender, may cause all or a part of the unpaid principal amount thereof balance of the Loan Account to bear interest at the Prime Rate or the Adjusted Eurodollar Rate as specified from time to time by the Borrower. (includingd) The Borrower shall not select, renew, or convert any interest rate for a Revolving Credit Loan such that, in addition to interest at the Prime Rate, there are more than six (6) Interest Periods for Eurodollar Loans applicable to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If Revolving Credit Loans at any time Term Loans are outstanding with respect to which the one time. (e) The Borrower has not delivered to the Agent a notice specifying the basis for determining the shall pay accrued and unpaid interest rate applicable thereto on each Revolving Credit Loan in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest arrears as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to On the Base Rate plus the Applicable Margin; andapplicable Interest Payment Date for that Revolving Credit Loan. (ii) For On the Termination Date and on the End Date. (iii) Following the occurrence, and during the continuance, of any Event of Default, with such frequency as may be determined by the Lender. (f) Following the occurrence, and during the continuance, of any Default Interest Event (and whether or not the Lender exercises the Lender’s rights on account thereof), all SOFR Rate LoansRevolving Credit Loans shall bear interest, at the option of the Lender, at a fluctuating per annum rate equal to Adjusted Term SOFR plus which is the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in aggregate of the interest rate applicable to Base Rate Loans as of the effective date of such change. then in effect plus two percent (2%) per annum. (g) All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash the date it is repaid or converted into a Eurodollar Loan pursuant to Section 2.6, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to sum of the Base Rate plus the Applicable Margin; andMargin for Base Rate Loans of the applicable Facility for such day. (iib) For all SOFR Rate LoansEach Eurodollar Loan shall bear interest on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a fluctuating rate per annum equal to the sum of the Applicable Margin for Eurodollar Loans of the applicable Facility for such day plus the Eurodollar Rate applicable to such Interest Period. (c) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, any overdue principal amount of the Loans and, to the extent permitted under applicable law, overdue interest and fees in respect of all Loans, shall bear interest at the annual rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in sum of the Base Rate and the Applicable Margin for Base Rate Loans of the applicable Facility and two percent (2%), or, if any Loan shall have been continued as, or any component thereofconverted into, a Eurodollar Loan, then, as to such Loan only, the sum of the Eurodollar Rate applicable to such Loan and the Applicable Margin for Eurodollar Loans of the applicable Facility, and two percent (2%) (collectively, the “Default Rate”). (d) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base Rate the Loans as hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of the effective date of such change. All computations each rate of interest for Base Rate so determined, and its determination thereof shall be conclusive in the absence of demonstrable error. (e) Interest on all Loans when bearing interest at the Base Rate is determined by the “prime rate” shall be made payable in arrears on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and month. Interest on all Loans bearing interest based on the Termination Date, the Borrower Eurodollar Rate shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from be payable in arrears on the last Eurodollar Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR applicable Interest Payment DatePeriod.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargin as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Rate Loans, Bank Products or Letters of Credit) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. To the extent that at any time of determination the Aggregate Revolver Outstandings exceeds the amount of the Eligible Accounts Component at such time (as determined by the Agent), then such excess shall bear interest at a fluctuating rate per annum equal to the otherwise applicable rate of interest set forth in clauses (i) and (ii) of the preceding sentence, plus 0.50%. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash the date it is repaid or converted into a Eurodollar Loan pursuant to Section 2.6, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to sum of the Base Rate plus the Applicable Margin; andMargin for Base Rate Loans for such day. (iib) For all SOFR Rate LoansEach Eurodollar Loan shall bear interest on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a fluctuating rate per annum equal to the sum of the Applicable Margin for Eurodollar Loans for such day plus the Eurodollar Rate applicable to such Interest Period. (c) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, any overdue principal amount of the Loans and, to the extent permitted under applicable law, overdue interest and fees in respect of all Loans, shall bear interest at the annual rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in sum of the Base Rate and the Applicable Margin for Base Rate Loans and two percent (2%), or, if any Loan shall have been continued as, or any component thereofconverted into, a Eurodollar Loan, then, as to such Loan only, the sum of the Eurodollar Rate applicable to such Loan and the Applicable Margin for Eurodollar Loans, and two percent (2%) (collectively, the “Default Rate”). (d) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base Rate the Loans as hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of the effective date of such change. All computations each rate of interest for Base Rate so determined, and its determination thereof shall be conclusive in the absence of demonstrable error. (e) Interest on all Loans when bearing interest at the Base Rate is determined by the “prime rate” shall be made payable in arrears on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and month. Interest on all Loans bearing interest based on the Termination Date, the Borrower Eurodollar Rate shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from be payable in arrears on the last Eurodollar Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR applicable Interest Payment DatePeriod.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable MarginLIBOR Rate and Sections 3.1(a)(i) or (ii), as applicable, but not to exceed the Maximum RateRate described in Section 3.3. Subject to the provisions of Section 3.2, any of the Loans may be converted into, or continued as, Base Rate Loans or LIBOR Rate Loans in the manner provided in Section 3.2. If at any time Term Loans are outstanding with respect to which the Borrower notice has not been delivered to the Agent a notice in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Loans shall be treated as Base Rate Revolving Loans and shall bear interest at a rate determined by reference to the Base Rate until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans and other Obligations (other than Libor Revolving Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, Libor Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the Libor Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in (i) above as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On Interest accrued on all Loans will be payable in arrears on the last Business Day first day of each calendar quarter month hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit last day of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DatePeriod.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on accrued interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable MarginLIBOR Rate, as applicable, and this Section 3.1, but not to exceed the Maximum Rate. Any of the Revolving Loans (other than any Base Rate Revolving Loans made pursuant to Section 2.3(e)(iii)) may be converted into, or continued as, Base Rate Revolving Loans or LIBOR Rate Revolving Loans, subject to, and in the manner provided in, Section 3.2. If at any time Term Revolving Loans are outstanding with respect to which the Borrower notice has not been delivered to the Administrative Agent a notice in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Revolving Loans shall be treated as Base Rate Revolving Loans and shall bear interest at a rate determined by reference to the Base Rate until notice to the contrary has been given to the Administrative Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For for all Base Rate Revolving Loans and other Obligations (other than LIBOR Rate Revolving Loans, ) at a fluctuating per annum rate equal to the lesser of (A) the Base Rate plus the Applicable MarginMargin or (B) the Maximum Rate; and (ii) For for all SOFR LIBOR Rate Loans, Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the lesser of (A) the LIBOR Rate plus the Applicable MarginMargin or (B) the Maximum Rate. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in clause (i) preceding as of the effective date of such change. All computations of Subject to Section 3.3, all interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On , except that interest computed at the last Business Day of each calendar quarter hereafter and Base Rate (when the Base Rate is determined by reference to the Prime Rate) shall be computed on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case basis of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agentyear of 365 or 366 days, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateas applicable.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.6 or at the Maturity Date, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest Margin for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsedfor such day. All other computations of fees and Such interest shall be made payable on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Domestic Business Day of each calendar quarter hereafter and month. (b) Subject to Section 8.1, each Euro-Dollar Loan shall bear interest on the Termination Dateoutstanding principal amount thereof, for each day during the Borrower shall pay Interest Period applicable thereto, at a rate per annum equal to the Agentsum of the Applicable Margin for Euro-Dollar Loans for such day plus the Euro-Dollar Rate applicable to such Interest Period. Such interest shall be payable on the last day of each Interest Period or on the first Domestic Business Day of each month, if sooner, as well as on the date of any prepayment of any such Euro-Dollar Loan. (c) Subject to Section 8.1, each Money Market LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the ratable benefit Interest Period applicable thereto, at a rate per annum equal to the sum of the LendersEuro-Dollar Rate for such Interest Period (determined in accordance with Section 2.7(b) as if the related Money Market LIBOR Borrowing were a Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the Bank making such Loan in accordance with Section 2.3. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.3. Such interest accrued from shall be payable for each Interest Period on the last Business Day day thereof and, if such Interest Period is longer than one month, at intervals of one month after the preceding calendar quarter first day thereof. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the last Business Day of such calendar quarter Base Rate until (or accrued to the Termination Date in the case of a payment on failure to pay interest) such failure shall become an Event of Default and thereafter (or immediately in the Termination Datecase of the failure to pay principal) on all at a rate per annum equal to the sum of 4% plus the Base Rate for such day. (d) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by applicable law, overdue interest in respect of all Loans, shall bear interest at the annual rate equal to the sum of the Base Rate and four percent (4%) (the “Default Rate”). (e) The Administrative Agent shall determine each interest rate applicable to the Loans in arrearshereunder. The Borrower Administrative Agent shall pay give prompt notice to the AgentBorrower and the Banks of each rate of interest so determined, for and its determination thereof shall be conclusive in the ratable benefit absence of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datedemonstrable error.

Interest Rates. All (a) The outstanding Term Loans to principal balance under the Borrower Loan shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate of interest equal to the Base Contract Rate. Whenever, subsequent to the date hereof, the LIBOR Rate plus is increased or decreased (as determined on the Applicable Margin; and date that is two (ii2) For all SOFR Rate LoansBusiness Days prior to each Payment Date), at a fluctuating per annum rate the Contract Rate, as set forth herein, shall be similarly changed effective as of such subsequent Payment Date, without notice or demand of any kind by an amount equal to Adjusted Term SOFR plus the Applicable Margin. Each amount of such change in the Base LIBOR Rate on the date that is two (or any component thereof2) Business Days prior to each Payment Date. The quarterly interest due on the principal balance of the Loan outstanding shall be reflected computed for the actual number of days elapsed during the Fiscal Quarter in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made question on the basis of a year consisting of 365 or 366 days, as the case may be, three hundred sixty (360) days and actual days elapsed. All other computations of fees and interest shall be made on calculated by determining the basis average daily principal balance outstanding for each day of a 360-day year and actual days elapsed (which results the Fiscal Quarter in more fees or interest, as applicable, being paid than if computed on question. The daily rate shall be equal to 1/360th times the basis of a 365-day year)Contract Rate. On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, If any statement furnished by Agent for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case amount of a payment on due exceeded the Termination Date) on all Base actual amount that should have been paid because the LIBOR Rate Loans decreased and such decrease was not reflected in arrears. The such statement, Borrower shall pay to make the Agent, payment specified in such statement from Agent and Borrower shall receive a credit for the ratable benefit overpayment, which credit shall be applied towards the next subsequent payment due hereunder. If any statement furnished by Agent for the amount of a payment due was less than the actual amount that should have been paid because the LIBOR Rate increased and such increase was not reflected in such statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall be required to pay any resulting underpayment with the next subsequent payment due hereunder. (b) Borrower recognizes and acknowledges that any default on any payment, or portion thereof, due hereunder or to be made under any of the other Loan Documents, will result in losses and additional expenses to Agent in servicing the Loan, and in losses due to Lenders’ loss of the use of funds not timely received. Borrower further acknowledges and agrees that in the event of any such Default, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateLenders would be entitled to damages for the detriment proximately caused thereby, but that it would be extremely difficult and impracticable to ascertain the extent of or compute such damages.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof thereof, for each day from the date such Loan is made until the date it is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.5, at a rate per annum equal to the sum of the Base Rate plus the Applicable Margin for Base Rate Loans for such day. (includingb) Each Canadian Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until the date it is repaid or converted into a Euro-Dollar Loan or Base Rate Loan pursuant to Section 2.5, at a rate per annum equal to the sum of the Canadian Base Rate plus the Applicable Margin for such Canadian Base Rate Loans for such day. (c) Each Euro-Dollar Loan (other than Canadian Base Rate Loans) shall bear interest on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin for Euro-Dollar Loans for such day plus the Adjusted Interbank Offered Rate applicable to such Interest Period. (d) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by applicable law, overdue interest in respect of all Loans, shall bear interest at the annual rate equal to the sum of the Base Rate and two percent (2%) (the “Default Rate”). (e) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the affected Borrowers and the Banks of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of demonstrable error. (f) Interest on all Loans bearing interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans Canadian Base Rate shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent payable, in accordance with this Agreement and such notice has become effective. Except as otherwise provided hereinarrears, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and month. Interest on all Loans bearing interest based on the Termination Date, the Borrower Interbank Offered Rate shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from be payable on the last Euro-Dollar Business Day of the preceding calendar quarter applicable Interest Period, but no less frequently than every three months determined on the basis of the first (1st) day of the Interest Period applicable to the last Business Day of such calendar quarter (or accrued to the Termination Date Loan in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datequestion.

Interest Rates. All outstanding Term Loans to the Borrower U.S. Borrowers shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin, but not to exceed the Maximum Rate. All outstanding Canadian Revolving Loans and Specified Loans shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Canadian Prime Rate or the BA Rate plus, in each case, the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the applicable Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans in the case of U.S. Revolving Loans, and as Canadian Prime Rate Loans in the case of Canadian Revolving Loans, until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and; (ii) For all SOFR Canadian Prime Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the Canadian Prime Rate, plus the Applicable Margin; (iii) For all LIBOR Loans, at a per annum rate equal to the LIBOR Rate plus the Applicable Margin; (iv) For all BA Equivalent Loans, at a per annum rate equal to the BA Rate plus the Applicable Margin; and (v) For all Obligations other than Loans, at the rate set forth therefor (if any) in the applicable agreements (if any) pursuant to which such Obligations were incurred. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change, and each change in the Canadian Prime Rate shall be reflected in the interest rate applicable to Canadian Prime Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). For the purposes of the Interest Act (Canada), the yearly rate of interest to which any rate calculated on the basis of a period of time different from the actual number of days in the year (360 days, for example) is equivalent is the stated rate multiplied by the actual number of days in the year (365 or 366, as applicable) and divided by the number of days in the shorter period (360 days, in the example). On the last first Business Day of each calendar quarter hereafter and on the Termination Date, the applicable Borrower shall pay to the Agent, for the ratable benefit of the Lendersapplicable Lenders (provided that all interest on applicable Swingline Loans shall be for the benefit of the applicable Bank and all interest on Agent Advances shall be for the benefit of the Agent), interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day first day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans and Canadian Prime Rate Loans, in arrears. The Borrower applicable Borrowers shall pay to the Agent, for the ratable benefit of the applicable Lenders, interest on all SOFR Rate (i) LIBOR Loans in arrears on each SOFR LIBOR Interest Payment Date and (ii) BA Equivalent Loans in arrears on each BA Equivalent Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR LIBOR plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Loans), at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate LIBOR Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR LIBOR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate LIBOR Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans (a) It is the intention of the parties hereto that the Loan made hereunder shall conform strictly to applicable usury laws. Accordingly, none of the terms and provisions contained in this Agreement or any of the other Loan Documents shall ever be construed to create a contract to pay interest to the Borrower Lender for the use, forbearance or detention of money at a rate in excess of the highest lawful rate applicable (the "Maximum Lawful Rate"); for purposes of this Section 9.16, "interest" shall bear include the aggregate of all charges or other consideration which constitute interest on under applicable laws (whether or not denominated as interest) and are contracted for, taken, reserved, charged or received under this Agreement or the unpaid other Loan Documents or otherwise in connection with the transactions contemplated by this Agreement and the other Loan Documents. If as a result of prepayment, acceleration of maturity or otherwise, the effective rate of interest which would otherwise be payable to the Lender under this Agreement or any other Loan Document would exceed the Maximum Lawful Rate for the period during which the principal amount thereof of the Loan was outstanding, or if the Lender shall receive moneys or other consideration that are deemed to constitute interest that would increase the effective rate of interest payable by the Borrower to the Lender under this Agreement or any other Loan Document to a rate in excess of the Maximum Lawful Rate for the period during which the principal amount of the Loan was outstanding, then (includingi) the amount of interest that would otherwise be payable by the Borrower to the Lender under this Agreement and the other Loan Documents shall be reduced to the Maximum Lawful Rate, and (ii) any interest paid by the Borrower to the Lender in excess of the Maximum Lawful Rate shall be credited by the Lender as an optional prepayment of the Loan and, thereafter, shall be returned to the Borrower. All calculations of the rate or amount of interest contracted for, taken, reserved, charged or received by the Lender under this Agreement and the other Loan Documents that are made for the purpose of determining whether such rate or amount exceeds the Maximum Lawful Rate shall be made, to the extent permitted by applicable law, on interest thereon not paid when due) from by amortizing, prorating, allocating and spreading during the date made until paid in full in cash at a rate determined by reference stated term of the Loan owed to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateLender.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans plus the Applicable Margin until notice to the contrary has been given to the Agent in accordance with this Agreement Section 2.2 and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans and other Obligations (other than LIBOR Revolving Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Revolving Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from on all Base Rate Revolving Loans in arrears on the last Business Day first day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment each month hereafter and on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued on all SOFR Rate LIBOR Revolving Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans Subject to the Borrower provisions of Sections 6.4.2 and 14.9: (a) each Eurocurrency Rate Committed Loan shall bear interest on the unpaid outstanding principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash for each Interest Period at a rate determined by reference per annum equal to the Base applicable Eurocurrency Rate or Adjusted Term SOFR for such Interest Period plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as ; (b) each Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans Committed Loan shall bear interest as follows: (i) For all Base Rate Loans, on the outstanding principal amount thereof from the applicable borrowing date at a fluctuating rate per annum rate equal to the Base Rate plus the Applicable Margin; (c) each Daily Simple SOFR Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Daily Simple SOFR Rate plus the Applicable Margin; (d) each Daily Floating XXXXX Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Daily Floating XXXXX Rate plus the Applicable Margin; (e) each Term SOFR Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Term SOFR Rate for such Interest Period plus the Applicable Margin; (f) each TIIE Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the TIIE Rate for such Interest Period plus the Applicable Margin; (g) each TONAR Rate Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the TONAR Rate plus the Applicable Margin; (h) each Euro Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Money Market Rate plus the Applicable Margin; (i) each Substitute Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Substitute Rate; (j) each Supplemental Committed Loan shall bear interest as set forth in the applicable Supplemental Addendum; and (iik) For all SOFR Rate Loans, each Bid Loan shall bear interest on the outstanding principal amount thereof for the Interest Period therefor at a fluctuating rate per annum rate equal to Adjusted the Eurocurrency Rate for such Interest Period plus (or minus) the Eurocurrency Bid Margin, Term SOFR plus Bid Margin or at the Applicable Margin. Each change in the Base Absolute Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of for such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 daysInterest Period, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash the date it is repaid or converted into a Eurodollar Loan pursuant to Section 2.6, at a rate determined by reference per annum equal to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to sum of the Base Rate plus the Applicable Margin; andMargin for Base Rate Loans for such day. (iib) For all SOFR Rate LoansEach Eurodollar Loan shall bear interest on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a fluctuating rate per annum equal to the sum of the Applicable Margin for Eurodollar Loans for such day plus the Eurodollar Rate applicable to such Interest Period. (c) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, any overdue principal amount of the Loans and, to the extent permitted under applicable law, overdue interest and fees in respect of all Loans, shall bear interest at the annual rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in sum of the Base Rate and the Applicable Margin for Base Rate Loans and two percent (2%), or, if any Loan shall have been continued as, or any component thereofconverted into, a Eurodollar Loan, then, as to such Loan only, the sum of the Eurodollar Rate applicable to such Loan and the Applicable Margin for Eurodollar Loans, and two percent (2%) (collectively, the “Default Rate”). (d) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base Rate the Loans as hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of the effective date of such change. All computations each rate of interest for Base Rate so determined, and its determination thereof shall be conclusive in the absence of demonstrable error. (e) Interest on all Loans when bearing interest at the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans payable in arrears on each SOFR Interest Payment Date. Interest on all Loans bearing interest based on the Eurodollar Rate shall be payable in arrears on the last day of the applicable Interest Period as to any such Loan having an Interest Period of three months or less and, as to any such Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period.

Interest Rates. All outstanding Term Loans to the Borrower (A) Each Floating Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash it becomes due, at a rate determined by reference per annum equal to the Base Floating Rate for such day. Such interest shall be payable for each Interest Period on the last day thereof. Any overdue principal of or Adjusted Term SOFR overdue interest on any Floating Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis Floating Rate for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans day. (B) Each Eurocurrency Loan shall bear interest as follows:on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a rate per annum equal to the Eurocurrency Rate. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. (C) Any overdue principal of or interest on any Eurocurrency Loan shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the higher of (i) For all Base the Eurocurrency Rate applicable to such Loan prior to its maturity and (ii) the Eurocurrency Rate which would be applicable to a Eurocurrency Loan to the relevant Borrower hereunder made on such date for a period of one day (or, if such amount due remains unpaid more than three (3) Eurocurrency Business Days, then for such other period of time not longer than six months as the Agent may elect, or, if the circumstances described in Section 8.01 shall exist, at a rate per annum equal to the sum of 2% plus the Floating Rate for such day). (D) Each Swingline Loan shall bear interest (a) for Dollar denominated Swingline Loans, at a fluctuating per annum such rate equal as shall be quoted by the Swingline Lender to the Base Rate plus relevant Borrower, but which interest rate shall not exceed the Applicable Margin; Floating Rate, and (b) for Swingline Loans denominated in an Agreed Swingline Currency other than Dollars, at the applicable local rate of interest as determined by the Swingline Lender and quoted by the Swingline Lender to the relevant Borrower as adjusted for associated cost rates or other applicable reserve rate, as applicable, and, in each case, as agreed between the relevant Borrower and the Swingline Lender at the time such Swingline Loan is made. (iiE) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) The Agent shall be reflected in the determine each interest rate applicable to Base Rate the Loans as of (other than Swingline Loans) hereunder. The Swingline Lender shall determine each interest rate applicable to the effective date of such changeSwingline Loans hereunder. All computations of interest for Base Rate Loans when The Agent shall give prompt notice to the Base Rate is determined by relevant Borrowers and the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may beparticipating Banks, and actual days elapsed. All other computations of fees the Swingline Lender shall give prompt notice to the relevant Borrowers and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for in each case, by telex, cable or facsimile of each rate of interest so determined, and its determination thereof shall be conclusive in the ratable benefit absence of manifest error (provided that the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day determination of such calendar quarter (amount or accrued to the Termination Date in the case of amounts is made on a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datereasonable basis).

Interest Rates. All outstanding Term Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the (x) Base Rate or Adjusted Rate, (y) prior to the occurrence of a Benchmark Replacement Date, Term SOFR or (z) if a Benchmark Transition Event has occurred with respect to Term SOFR or the then-current Benchmark, the applicable Benchmark Replacement, in each case, plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all Term SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the LendersLenders (provided that all interest on applicable Swingline Loans shall be for the benefit of the Swingline Lender and all interest on Agent Advances shall be for the benefit of the Agent), interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day first day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all (x) Term SOFR Rate Loans in arrears on each Term SOFR Interest Payment Date and (y) Daily Simple SOFR Loans in arrears on each Daily Simple SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower The Company shall bear pay interest on the unpaid principal amount thereof (including, to of each Credit Loan made by the extent permitted by law, on interest thereon not paid when due) Bank from the date made of such Credit Loan until such principal amount shall be paid in full in cash as follows: (i) During such periods as any LIBOR Rate Loan is outstanding, at a rate determined by reference per annum equal to the Base sum of the LIBOR Rate and the LIBOR Rate Margin (as described in subpart (b) below) in effect from time to time from and after each Margin Adjustment Date occurring on or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered prior to the Agent a notice specifying date of the basis for determining making, the interest rate applicable thereto in accordance herewithconversion or the continuation of such Loan, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent case may be, in accordance with this Agreement Agreement, (ii) during such periods as any Federal Funds Effective Rate Loan is outstanding, at a rate per annum equal at all times to the sum of the Federal Funds Effective Rate plus two hundred (200) basis points, and (iii) during such notice has become effective. periods as any Prime Rate Loan is outstanding, at a rate per annum equal at all times to the sum of the Prime Rate plus twenty five (25) basis points. (i) Except as otherwise provided herein, the Term LIBOR Rate Margin in effect shall be adjusted as of the first day of each calendar quarter, beginning with January 1, 2000 (each a "Margin Adjustment Date"), in accordance with Section 2.5(b)(ii) below. The LIBOR Rate Margin in effect shall be applicable to new advances for Credit Loans shall bear interest as follows: (i) For all Base of the date of such advances, and to a converted or continued Loan as of the date of conversion or continuation, occurring within the calendar quarter in which such LIBOR Rate Loans, at Margin is in effect. With respect to any LIBOR Rate Loan for which the last day of the Interest Period is a fluctuating per annum rate equal date subsequent to the Base Margin Adjustment Date, such LIBOR Rate plus Margin shall not be applicable until the Applicable Margin; andcontinuation date of such LIBOR Rate Loan, if applicable, subsequent to the Margin Adjustment Date. (ii) For all SOFR As of any Margin Adjustment Date, the LIBOR Rate LoansMargin shall be adjusted to be the percentage indicated in the following table corresponding to the ratio of the Company's Indebtedness to its Tangible Net Worth, at a fluctuating which shall be calculated from the quarterly balance sheet most recently provided by the Company to the Bank under Section 8.l(a) hereof: Ratio LIBOR Rate Margin ----- ----------------- <1. 00 to 1.00 100 Basis Points >=1.00 to 1.00 but <2.00 to 1.00 125 Basis Points >=2.00 to 1.00 but <3.00 to 1.00 150 Basis Points >=3.00 to 1.00 200 Basis Points (iii) Any such adjustment to the LIBOR Rate Margin shall only remain effective until the earlier of the next Margin Adjustment Date or the date on which an Event of Default shall occur. The LIBOR Rate Margin to be effective from such earlier date and from time to time thereafter shall be the LIBOR Rate Margin as adjusted pursuant to this Agreement, PROVIDED, HOWEVER, that: (i) if the Company shall not deliver its financial statements in accordance with Section 8.1 of this Agreement, the LIBOR Rate Margin shall be two hundred (200) basis points per annum and (ii) if an Event of Default shall occur which has not been waived in writing by the Bank, the interest rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable pursuant to Base subsection (c) below. (c) Upon the occurrence of any Event of Default and so long as such Event of Default is continuing (excepting therefrom an Event of Default created by the Company's failure to deliver its financial statements in accordance with Section 8.1 of this Agreement) (i) the unpaid principal amount of each Federal Funds Effective Rate Loans as Loan or Prime Rate Loan, and accrued interest thereon, or any fees or any and other sum payable hereunder, shall thereafter until paid in full bear interest at a rate per annum equal to six hundred (600) basis points in excess of the effective date of such change. All computations of interest for Base Federal Funds Effective Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may bein effect from time to time, and actual days elapsed. All other computations (ii) the unpaid principal amount of fees each Prime Rate Loan, and accrued interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more thereon, or any fees or interestany and other sum payable hereunder, as applicable, being shall thereafter until paid than if computed on the in full bear interest at a rate per annum equal to six hundred (600) basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit points in excess of the Lenders, interest accrued Prime Rate in effect from the last Business Day of the preceding calendar quarter time to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datetime.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Swing Line Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, for each day from and including the date such Swing Line Loan is made, to the extent permitted by law, on interest thereon not paid when due) from but excluding the date made until it is paid in full in cash at a rate determined by reference per annum equal to the Base Adjusted Daily Simple SOFR Rate or Adjusted Term SOFR plus the Applicable Margin, but . (b) Each Loan denominated in Dollars that is not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans Swing Line Loan shall bear interest as followsinterest, at a Borrower’s option, at: (i) For all Base Rate Loans, at a fluctuating rate per annum rate equal to the Alternate Base Rate plus the Applicable Margin; and. Alternate Base Rate Loans shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Loan is made or is converted from a SOFR Rate Loan into an Alternate Base Rate Loan pursuant to Section 2.09 hereof, to but excluding the date it is paid or is converted into a SOFR Rate Loan pursuant to Section 2.09 hereof. Changes in the rate of interest on that portion of any Loan maintained as an Alternate Base Rate Loan will take effect simultaneously with each change in the Alternate Base Rate; (ii) For all a rate per annum equal to the Adjusted Daily Simple SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all Daily Simple SOFR Rate Loans shall bear interest on the outstanding principal amount thereof, for each day from and including the first day of the one week Interest Period applicable thereto to (but not including) the last day of such Interest Period; (iii) a rate per annum equal to the Adjusted Term SOFR Rate for the applicable period plus the Applicable Margin. Term SOFR Rate Loans shall bear interest on the outstanding principal amount thereof, for each day from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period. (c) Each Loan denominated in arrears Euros shall bear interest a rate per annum equal to the Adjusted Eurocurrency Rate for Loans denominated in Euros for the applicable period plus the Applicable Margin and such Loans shall bear interest on the outstanding principal amount thereof, for each SOFR day from and including the first day of the applicable Interest Payment DatePeriod to (but not including) the last day of such Interest Period. (d) Each Loan denominated in Sterling shall bear interest at a rate per annum equal to the Daily Simple Foreign RFR Rate for Loans denominated in Sterling plus the Applicable Margin and such Loans shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Loan is made, to but excluding the date it is paid. (e) [Reserved]. (f) Each Loan denominated in Yen shall bear interest a rate per annum equal to the Adjusted Eurocurrency Rate for Yen denominated Loans for the applicable period plus the Applicable Margin. Eurocurrency Rate Loans denominated in Yen shall bear interest on the outstanding principal amount thereof, for each day from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period.

Interest Rates. All outstanding Term Loans (a) “Applicable Margin” shall mean (1) at any time prior to a Covenant Enhancement Event, 1.625%; and (2) at all other times a percentage determined quarterly based upon the ratio of Consolidated Total Debt (calculated as of the last day of each Fiscal Quarter) to Consolidated Comprehensive EBITDA (calculated as of the last day of each Fiscal Quarter for the Fiscal Quarter then ended and the immediately preceding three Fiscal Quarters), as follows: Greater than or equal to 3.00 2.00 Greater than or equal to 2.5 but less than 3.00 1.75 % Greater than or equal to 2.0 but less than 2.5 1.50 % Greater than or equal to 1.5 but less than 2.0 1.25 % Less than 1.5 1.00 % The Applicable Margin, if determined based on the foregoing ratio, shall be effective as of the date (herein, the “Rate Determination Date”) which is the first day of the first calendar month after the day the Agent receives the quarterly financial statements for the Fiscal Quarter which the foregoing ratio is being determined and shall remain effective from such Rate Determination Date until the date which is the first day of the first calendar month after the day the Agent receives the quarterly financial statements for the Fiscal Quarter in which such Rate Determination Date falls (which latter date shall be a new Rate Determination Date); provided that (i) in the case of any Applicable Margin determined for the fourth and final Fiscal Quarter of a Fiscal Year based on the foregoing ratio, such Applicable Margin shall be redetermined based upon the annual audited financial statements for the Fiscal Year ending on the last day of such final Fiscal Quarter, and if such Applicable Margin as so redetermined shall be different from the Applicable Margin for such date determined on the Rate Determination Date for such fourth Fiscal Quarter, such redetermined Applicable Xxxxxx shall be effective retroactive to the Rate Determination Date, and the Borrower, the Agent and the Banks, as applicable, shall within 10 days of such redetermination, make a payment (in the case of amounts owing by the Borrower to the Banks) or provide a credit applicable to future amounts payable by the Borrower hereunder (in the case of amounts owing by the Banks to the Borrower) equal to the difference between the interest and letter of credit fees actually paid under this Agreement and the interest and fees that would have been paid under this Agreement had the Applicable Margin as originally determined been equal to the Applicable Margin as redetermined, and (ii) if on any Rate Determination Date the Borrower shall bear interest on the unpaid principal amount thereof (including, have failed to deliver to the extent permitted by law, on interest thereon not paid when dueBank the financial statements required to be delivered pursuant to Section 5.01(a) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding Section 5.01(b) with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (Fiscal Year or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 daysFiscal Quarter, as the case may be, most recently ended prior to such Rate Determination Date, then for the period beginning on such Rate Determination Date and actual days elapsed. All other computations of fees and interest shall be made ending on the basis earlier of a 360-day year and actual days elapsed (A) the date on which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay deliver to the AgentBank the financial statements to be delivered pursuant to Section 5.01(b) with respect to such Fiscal Quarter or any subsequent Fiscal Quarter, for or (B) the ratable benefit of date on which the Lenders, interest accrued from the last Business Day of the preceding calendar quarter Borrower shall deliver to the last Business Day Bank annual financial statements required to be delivered pursuant to Section 5.01(a) with respect to the Fiscal Year which includes such Fiscal Quarter or any subsequent Fiscal Year, the Loan shall bear interest at a rate per annum equal to the Default Rate at all times during such period. Any change in the Applicable Margin on any Rate Determination Date shall result in a corresponding change, effective on and as of such calendar quarter (or accrued Rate Determination Date, in the interest rate applicable to the Termination Date Loan and in the case fees applicable to each Letter of Credit outstanding on such Rate Determination Date; provided; that no Applicable Margin shall be decreased pursuant to this Section 2.06 if a payment Default is in existence on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Determination Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the LIBOR Rate PLUS the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent Lender a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Agent Lender in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans, Base Rate Term Loans, and other Obligations (other than LIBOR Rate Loans) at a fluctuating per annum rate equal to the Base Rate plus PLUS the Applicable Margin; and; (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted the LIBOR Rate PLUS the Applicable Margin. (iii) For all LIBOR Term SOFR plus Loans at a per annum rate equal to the LIBOR Rate PLUS the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On The Borrower shall pay to the last Business Day Lender interest accrued on all Base Rate Loans and on all LIBOR Rate Loans in arrears on the first day of each calendar quarter month hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each ABR Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from and including the date such ABR Loan is made until paid in full in cash at or is converted from a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent Loan or a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all Daily Simple SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interestLoan, as applicable, being into an ABR Loan pursuant to Section 2.2.4, to but excluding the date it is paid or is converted into a Term SOFR Loan or Daily Simple SOFR Loan pursuant to Section 2.2.4, at a rate per annum equal to the Alternate Base Rate for such day plus the Applicable Base Rate Margin for such day. Changes in the rate of interest on any ABR Loan will take effect simultaneously with each change in the Alternate Base Rate or the Applicable Base Rate Margin. (b) Each Term SOFR Loan (other than if computed a Term SOFR Bid Rate Loan) shall bear interest on the basis outstanding principal amount thereof from and including the first day of a 365-day year). On the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the Adjusted Term SOFR Rate for such Interest Period plus the Applicable SOFR Margin in effect two Business Day Days prior to the first day of each calendar quarter hereafter and such Interest Period. (c) Each Daily Simple SOFR Loan shall bear interest on the Termination Dateoutstanding principal amount thereof, for each day from and including the Borrower shall pay date such Daily Simple SOFR Loan is made to but excluding the date it is paid or is converted into a Term SOFR Loan or an ABR Loan pursuant to Section 2.2.4, at a rate per annum equal to the Agent, Adjusted Daily Simple SOFR for such day plus the ratable benefit Applicable SOFR Margin for such day. Changes in the rate of interest on any Daily Simple SOFR Loan will take effect simultaneously with each change in Adjusted Daily Simple SOFR or the Applicable SOFR Margin. (d) Each Absolute Rate Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the Lenders, interest accrued from Interest Period applicable thereto to (but not including) the last Business Day day of such Interest Period at the Absolute Rate applicable thereto. (e) Each Term SOFR Bid Rate Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the preceding calendar quarter Interest Period applicable thereto to (but not including) the last Business Day day of such calendar quarter (or accrued to Interest Period at the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all Adjusted Term SOFR Rate Loans in arrears on each SOFR for such Interest Payment DatePeriod plus the applicable Competitive Bid Margin.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower Administrative Borrower, on behalf of the Borrowers, has not delivered to the Agent and the Co-Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Rate Loans), at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual three hundred sixty (360) days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a three hundred and sixty-five (365-) day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower Representative has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans, Loans at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from on all Loans in arrears on the last Business Day first day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment each month hereafter and on the Termination Date) on all Base Rate Loans in arrears. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash it becomes due, at a rate determined by reference per annum equal to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to sum of the Base Rate plus the Applicable Margin; Base Rate Margin for such day. Such interest shall be payable at maturity, quarterly in arrears on each Quarterly Date prior to maturity and (ii) For all SOFR , with respect to the principal amount of any Base Rate LoansLoan converted to a Euro-DollarTerm Benchmark Loan, on the date of such conversion. Any overdue principal of or interest on any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a fluctuating rate per annum rate equal to Adjusted Term SOFR the sum of 2% plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate otherwise applicable to Base Rate Loans as for such day. (b) Each Euro-DollarTerm Benchmark Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the effective date of Applicable Euro-DollarTerm Benchmark Margin for such changeday plus the Adjusted LIBOTerm SOFR Rate applicable to such Interest Period. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and Such interest shall be made payable for each Interest Period on the basis last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof, and at maturity. (c) To the extent applicable pursuant to Section 8.02, each RFR Loan shall bear interest on the outstanding principal amount thereof at a 360-rate per annum equal to the sum of the Applicable RFR Margin for such day year and actual days elapsed plus the Adjusted Daily Simple SOFR Rate applicable to such Interest Period. Such interest shall be payable on each date that is on the numerically corresponding day in each calendar month after the Borrowing of such Loan (which results or, if there is no such numerically corresponding day in more fees such month, then the last day of such month). (d) Any overdue principal of or interest on any Term Benchmark Loan or RFR Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to 2% plus the Applicable Term Benchmark Margin or Applicable RFR Margin, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, such Loans for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateday.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable MarginLIBOR Rate and Sections 3.1(a)(i) or (ii), as applicable, but not to exceed the Maximum RateRate described in Section 3.3. Subject to the provisions of Section 3.2, any of the Loans may be converted into, or continued as, Base Rate Loans or LIBOR Rate Loans in the manner provided in Section 3.2. If at any time Term Loans are outstanding with respect to which the Borrower notice has not been delivered to the Agent a notice in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Loans shall be treated as Base Rate Loans and shall bear interest at a rate determined by reference to the Base Rate until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Revolving Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in (i) above as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter The Borrowers, jointly and on the Termination Dateseverally, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, Lenders (x) interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to arrears on the Agent, for first day of each month after the ratable benefit of Closing Date and on the Lenders, Termination Date and (ii) interest on all SOFR Rate LIBOR Revolving Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding (a) Subject to Section 2.06(d), each Term Loans to the Borrower Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to for the extent permitted by law, on interest thereon not paid when due) from period commencing with the date such Term Loan is made until paid up to but not including the date such Term Loan is repaid in full in cash full, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginper annum equal to, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding (i) with respect to which the Borrower has not delivered Tranche A Term Loans, 2.72%, and (ii) with respect to the Agent a notice specifying the basis for determining the Tranche B Term Loans, 2.96%. Accrued and unpaid interest rate applicable thereto in accordance herewith, those on each Term Loans Loan shall be treated as payable in arrears on the first day of each calendar quarter and on the Termination Date. (b) Subject to Section 2.06(d), each Revolving Loan consisting of a Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans Loan shall bear interest as follows: (i) For all Base Rate Loanson the outstanding principal amount thereof, for the period commencing with the date such Loan is made up to but not including the date such Loan is repaid in full, at a fluctuating rate per annum rate equal to the Base Rate plus as in effect from time to time. Accrued and unpaid interest on each Base Rate Loan shall be payable in arrears (i) with respect to interest accrued during a calendar month, on the Applicable Margin; and fifteenth day of the immediately succeeding calendar month, and (ii) For with respect to all SOFR Rate Loansaccrued and unpaid interest, on the Revolving Termination Date. (c) Subject to Section 2.06(d) and ARTICLE VIII, each Revolving Loan consisting of a LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such LIBOR Loan is made or continued through but excluding the last day of the Interest Period applicable thereto, at a fluctuating rate per annum rate equal to Adjusted Term SOFR the sum of the Applicable Margin plus the Applicable Marginapplicable Adjusted LIBOR Offered Rate. Each change Interest on each LIBOR Loan shall be payable (i) on the last day of the Interest Period in effect with respect thereto, (ii) in the event such Interest Period shall exceed three months, on the last day of each three month interval during such Interest Period, and (iii) on the Revolving Termination Date. (d) All overdue amounts payable under the Loan Documents (including, without limitation, any overdue principal of the Loans (whether at stated maturity, by acceleration or otherwise), any overdue interest on the Loans and any overdue fees) shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but not including the date of actual payment, at a rate per annum equal to the sum of two percent (2%) above the Base Rate (or any component thereof) until such amount shall be reflected paid in full (after as well as before judgment). Notwithstanding anything to the contrary in this Section 2.06, upon either (A) notice by the Agent to the Borrower during the continuance of an Event of Default, or (B) the occurrence of an Event of Default under Section 6.01(g) or (h), the outstanding principal balance of the Loans shall bear interest at a rate per annum equal to the greater of (i) two percent (2%) above the rate of interest otherwise applicable to such Loans pursuant to this Section 2.06 or (ii) two percent (2%) above the Base Rate. (e) The Agent shall determine the interest rate applicable to Base Rate the Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” hereunder and its determination thereof shall be made on the basis of a year of 365 or 366 days, as the case may be, conclusive and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, binding for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date all purposes in the case absence of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datemanifest error.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Alternate Base Rate or Adjusted Term SOFR the Eurodollar Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Alternate Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Alternate Base Rate Revolving Loans and other Obligations (other than Eurodollar Revolving Loans, ) at a fluctuating per annum rate equal to the Alternate Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, Eurodollar Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the Eurodollar Rate plus the Applicable Margin. Each change in the Alternate Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Alternate Base Rate Revolving Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from on all Alternate Base Rate Revolving Loans in arrears on the last Business Day first day of each month hereafter, on the preceding calendar quarter to the last Business Day date of any repayment of any portion of such calendar quarter (or accrued to the Termination Date in the case of a payment Loans and on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Eurodollar Revolving Loans in arrears on each SOFR Eurodollar Interest Payment Date, on the date of any repayment of any portion of such Loans and on the Termination Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) The Trust shall bear pay interest on the unpaid principal amount thereof (including, of each Advance owed to the extent permitted by law, on interest thereon not paid when due) each Lender from the date made of such Advance until such principal amount shall be paid in full in cash accordance with the terms of this Agreement: (i) during such periods as such Advance is an Alternate Base Rate Advance, at a rate determined by reference equal at all times to the Alternate Base Rate in effect from time to time, payable quarterly on the last day of each calendar quarter during such periods and on any date on which such Alternate Base Rate Advance shall be converted into a LIBOR Advance or Adjusted Term SOFR paid in full, and (ii) during such periods as such Advance is a LIBOR Advance, at a rate per annum equal at all times during each Interest Period for such Advance to the sum of LIBOR for such Interest Period for such Advance plus the Applicable MarginMargin per annum, but not to exceed payable on the Maximum Rate. If at any time Term Loans are outstanding with respect to last day of such Interest Period [and, if such Interest Period has a duration of more than three months, on the day which occurs during such Interest Period three months from the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and first day of such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows:Interest Period.] (b) Interest (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made computed on the basis of LIBOR will be calculated on the basis of actual days elapsed and a 360‑day year and will accrue from day to day from, and including, the first day of 365 or 366 dayseach Interest Period to, but excluding, the last day of each Interest Period, and (ii) computed on the basis of the Alternate Base Rate will be calculated on the basis of actual days elapsed and a 365‑or 366‑day year, as the case may be, and actual days elapsed. All other computations will accrue from day to day from, and including, the first day occurring in the period for which such interest is payable to, but excluding, the last day of fees and interest shall be made such period. (c) If LIBOR is determined on the basis of rates at which deposits in Dollars are offered by the Reference Banks in accordance with paragraph (b) of the definition of LIBOR set forth in Section 1.1, the Agent will request the principal London office of each of the Reference Banks to provide a 360-day year and actual days elapsed (which results quotation of its rate. If at least two such quotations are provided, the rate for a given Interest Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided, LIBOR for a given Interest Period for the applicable Rate Fixing Day will be the arithmetic mean of LIBOR quoted at approximately 11:00 A.M., New York City time, on such Rate Fixing Day by three major banks in more fees or interestNew York City selected by the Agent for LIBOR for such Interest Period, as applicable, being paid than if computed commencing on the basis of a 365-day year). On the last second Business Day of each calendar quarter hereafter and immediately following such Rate Fixing Day, provided, however, that if the banks selected as aforesaid by the Agent are not quoting as mentioned in this sentence, LIBOR for such Interest Period will be LIBOR for such Interest Period in effect on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateFixing Day.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargin as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans (unless the Default Rate has been effected by the Agent and the Required Lenders pursuant to SECTION 2.1(B)) until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Rate Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans (a) Subject to the Borrower Section 2.06(cd) hereof, each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to for the extent permitted by law, on interest thereon not paid when due) from period commencing with the date such Loan is made until paid up to but not including the date such Loan is repaid in full in cash full, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate as in effect from time to time. Accrued and unpaid interest on each Base Rate USA.605252047.1/MPD 31 (b) Subject to Section 2.06(cd) hereof and ARTICLE VIII hereof, each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such LIBOR Loan is made or continued through but excluding the last day of the Interest Period applicable thereto, at a rate per annum equal to the sum of the LIBOR Margin plus the Applicable Margin; and applicable Adjusted LIBOR Offered Rate. Interest on each LIBOR Loan shall be payable (i) except as otherwise expressly provided in clause (ii) For all SOFR Rate Loansbelow, at a fluctuating per annum rate equal to Adjusted Term SOFR plus (x) on the Applicable Margin. Each change last day of the Interest Period in effect with respect thereto, in the Base Rate event such Interest Period shall exceed three months, on the last day of each three month interval during such Interest Period, and (y) with respect to all accrued and unpaid interest, on the Termination Date, or any component thereof(ii) shall be reflected in the case of LIBOR Loans having a seven day Interest Period, (x) with respect to interest rate applicable to Base Rate Loans as accrued during a calendar month, on the fifteenth day of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each immediately succeeding calendar quarter hereafter month and on the Termination Date, the Borrower shall pay and (y) with respect to the Agent, for the ratable benefit of the Lenders, all accrued and unpaid interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date. (c) Subject to Section 2.06(d) hereof and ARTICLE VIII hereof, each SOFR Loan shall bear interest on all Base Rate Loans in arrears. The Borrower shall pay to the Agentoutstanding principal amount thereof, for the ratable benefit period commencing with the date such SOFR Loan is made or continued through but excluding the last day of the LendersInterest Period applicable thereto, interest on all SOFR Rate Loans in arrears at a rate per annum equal to the sum of the Applicable Margin plus Adjusted Term SOFR. Interest on each SOFR Loan shall be payable (x) on the last day of the Interest Payment Period in effect with respect thereto, and (y) with respect to all accrued and unpaid interest, on the Termination Date. (d) All overdue amounts payable under the Loan Documents (including, without limitation, any overdue principal of the Loans (whether at stated maturity, by acceleration or otherwise), any overdue interest on the Loans and any overdue fees) shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but not including the date of actual payment, at a rate per annum equal to the sum of two percent (2%) above the Base Rate until such amount shall be paid in full (after as well as before judgment). Notwithstanding anything to the contrary in this Section 2.06, upon either (A) the occurrence of an Event of Default under Section 6.01(g) or (h) hereof, or (B) notice by the Agent to the Borrower of the occurrence of any other Event of Default, and in each case solely during the continuance of such Event of Default, the outstanding principal balance of the Loans shall bear interest at a rate per annum equal to the greater of (i) two percent (2%) above the rate of interest otherwise applicable to such Loans pursuant to this Section 2.06 or (ii) two percent (2%) above the Base Rate. (de) The Agent shall determine the interest rate applicable to the Loans hereunder and its determination thereof shall be conclusive and binding for all purposes in the absence of manifest error. USA.605252047.1/MPD 32

Interest Rates. All outstanding Term Loans to (a) During the Borrower Revolving Period, each Advance shall bear interest on the unpaid outstanding principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date when made until paid in full in cash at a rate determined by reference per annum equal to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Prime Rate. . (b) If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to selected the Agent a notice specifying Term Loan Option, then, commencing on the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided hereinLoan Option Date, the Term Loans outstanding principal amount of the Advances shall bear interest as follows: interest, at Borrower's option, (i) For all Base Rate Loans, at a fluctuating rate per annum rate equal to the Base Prime Rate plus the Applicable Margin; and ("TERM LOAN OPTION ONE") or (ii) For all SOFR Rate Loans, at a fluctuating fixed rate on the outstanding principal amount thereof from the Term Loan Option Date until paid in full at a rate per annum rate equal to Adjusted the 36-month Treasury Rate in effect on the Term SOFR Loan Option Date plus four percent (4.00%) ("TERM LOAN OPTION TWO"). (c) Interest on the Applicable Margin. Each change in the Base Rate (or any component thereof) Credit Extensions and all fees payable hereunder shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made computed on the basis of a 360-day year and the actual number of days elapsed (in the period during which results in more fees or interestsuch interest accrues. In computing interest on any Credit Extension, as applicablethe date of the making of such Credit Extension shall be included and the date of payment shall be excluded; provided, being paid than however, that if computed any Credit Extension is repaid on the basis same day on which it is made, such day shall be included in computing interest on such Credit Extension. Each change in the interest rate of the Credit Extensions based on changes in the Prime Rate shall be effective on the effective date of such change and to the extent of such change. (d) If Borrower fails to achieve a 365quarterly revenue equal to or greater than the amounts set forth in column B in the table set forth in SECTION 6.7(b) opposite each time period set forth in such table, the interest rates in SECTIONS 2.4(a) and 2.4(b) shall be increased one-half percent (.50%) per annum during the period beginning on the first day yearof the fiscal quarter immediately following the quarter Borrower failed to achieve the required quarterly revenue and continuing until the first day of the fiscal quarter following the fiscal quarter for which Borrower does achieve the targeted quarterly revenue amount set forth in the table (the "RATE INCREASE PERIOD"); provided, however, in no event shall such interest rate increase occur more than once during any Rate Increase Period pursuant to the terms of this SECTION 2.4(d). On After an Event of Default occurs and so long as such Event of Default continues, including after an acceleration of the last Business Day Obligations pursuant to SECTION 9.1(a) (whether before or after entry of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay judgment to the Agentextent permitted by law), for Obligations shall accrue interest at two percent (2.00%) above the ratable benefit rate effective immediately before the Event of Default. Payment or acceptance of the Lenders, increased interest accrued from the last Business Day provided in this SECTION 2.4(d) is not a permitted alternative to timely payment and shall not constitute a waiver of the preceding calendar quarter to the last Business Day any Event of such calendar quarter (Default or accrued to the Termination Date in the case otherwise prejudice or limit any rights or remedies of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateBank.

Interest Rates. All outstanding Term Loans to the Borrower (a) The Authority Notes shall bear interest from and including the date of first authentication and delivery thereof until payment of the principal or redemption price thereof shall have been made or provided for in accordance with the provisions hereof, whether at maturity, upon redemption or otherwise. Interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding Authority Notes with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans immediately preceding Interest Period shall be treated paid as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and provided below, provided that if any Interest Payment Date is not a Business Day, such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in mailed or wired pursuant to this Section 2.03 on the interest rate applicable to Base Rate Loans next succeeding Business Day, with the same effect as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be if made on the basis day such payment was due. Interest shall be computed, in the case of a year of 365 or 366 daysTerm Interest Rate period, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (consisting of twelve 30-day months, in the case of an Index Interest Rate period in which results in more fees the Authority Notes bear interest at the LIBOR Index Rate, the Taxable Rate or interestthe Default Rate, as applicable, being paid than if computed on the basis of a 365360-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, year for the ratable benefit actual number of the Lendersdays elapsed, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date and in the case of a payment any other Interest Rate Period, on the Termination Date) on all Base Rate Loans in arrearsbasis of a 365 or 366-day year, as appropriate, and the actual number of days elapsed. The Borrower Authority Notes shall pay initially bear interest at a LIBOR Index Rate from the Closing Date until the date on which the Interest Rate Determination Method is changed as described herein. Subject to the Agentlast paragraph of Section 2.03(b), payment of the interest on the Authority Notes shall be made to the Person appearing on the note registration books of the Note Registrar as the Noteholder thereof on the Record Date, such interest to be paid by the Paying Agent to such Noteholder (i) by check mailed by first class mail on the Interest Payment Date, to such Noteholder’s address as it appears on the registration books or at such other address as has been furnished to the Note Registrar as provided below, in writing by such Noteholder not later than the Record Date, or (ii) upon written request at least three Business Days prior to the applicable Record Date of the Noteholder of Authority Notes aggregating not less than $1,000,000 in principal amount of such Authority Notes, by wire transfer in immediately available funds at an account maintained in the United States at such wire address as such Noteholder shall specify in its written notice (any such written request shall remain in effect until rescinded in writing by such Noteholder); except, in each case, that, if and to the extent that there shall be a default in the payment of the interest due on such Interest Payment Date, such defaulted interest rate shall be the rate on the Authority Notes on the day before such default occurred, and such defaulted interest shall be paid to the Noteholder in whose name any such Authority Notes are registered at the close of business on the fifth Business Day next preceding the date of payment of such defaulted interest. Both the principal of and premium, if any, on the Authority Notes shall be payable upon surrender thereof in lawful money of the United States of America at the Corporate Trust Office of the Trustee. (b) In the manner hereinafter provided, the term of the Authority Notes will be divided into consecutive Interest Rate Periods, during each of which the Authority Notes shall bear interest at a Weekly Interest Rate, an Index Interest Rate or a Term Interest Rate. The first Interest Rate Period for the ratable benefit of Authority Notes shall be an Index Interest Rate Period. The first Interest Payment Date for the LendersAuthority Notes shall be October 2, 2017. Except if Authority Notes during an Index Interest Rate Period bear interest at the Default Rate or the Taxable Rate, and under the circumstances set forth in the following paragraph, interest on the Authority Notes shall not exceed the Maximum Rate. All Authority Notes shall bear the same interest rate and benefit equally from all SOFR provisions of this Indenture. Notwithstanding any other provision of this Indenture, if the Authority Notes have been purchased by a Credit Bank following a mandatory tender under Section 4.06(a)(iii), the Authority Notes shall bear interest at the rate for Bank Notes as provided under the Credit Agreement then in effect until such time as the Credit Bank directs the remarketing of the Authority Notes, at which time the Authority Notes shall once again bear interest at the Weekly Interest Rate Loans or a Term Interest Rate. Notwithstanding anything herein to the contrary, for so long as the Authority Notes bears interest at an Index Interest Rate, the Authority and the Trustee agree that all amounts payable to the Holders with respect to the Authority Notes shall (until directed otherwise in arrears writing by the Bank to the Trustee with a copy to the Borrower) be made by the Borrower directly to the Bank (without any presentment thereof, except upon the payment of the final installment of principal, and without any notation of such payment being made thereon), in such manner or at such address in the United States as may be designated by the Bank in writing to the Borrower (the “Bank Direct Payment Period”). During any Bank Direct Payment Period, (i) any payment made shall be accompanied by sufficient information to identify the source and proper application of such payment, (ii) the Bank shall notify the Trustee in writing of any failure of the Borrower to make any payment of the principal of or interest on each SOFR Interest the Authority Notes when due, and the Trustee shall not be deemed to have any notice of such failure unless it has received such notice in writing, (iii) if any Authority Notes are sold or transferred, the Bank shall notify the Trustee and the Borrower in writing of the name and address of the transferee, the effective date of the transfer, the principal amount of the Authority Notes transferred and the payment information notated on the Authority Notes as hereinafter described, and it will, prior to delivery of such Authority Notes, make a notation on such Authority Notes of the date to which interest has been paid thereon and of the amount of any prepayments made on account of the principal thereof, and (iv) the Bank will notify the Trustee of any redemption of the principal of any Notes. Furthermore, to the extent that the Borrower has made the required payments to the Bank during any Bank Direct Payment DatePeriod, the Trustee shall have no obligations to make payments of the principal of or interest on the Authority Notes, to act as registrar or to take any other action in respect thereof, except at the express written direction of the Bank.

Interest Rates. All (a) The principal amount of the Loan outstanding Term Loans from day to day which is the Borrower subject of an Adjusted Base Rate Tranche shall bear interest at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted 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 Loan subject to an Adjusted Base Rate Tranche shall be payable as it accrues on each Quarterly Date. (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 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 any Loan subject to a Eurodollar Tranche having an Interest Period of six (6) months shall be payable on the last day of the Interest Period applicable thereto and on each Quarterly Date during such Interest Period to the extent not previously paid pursuant to the provisions of this Agreement. (c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrowers shall have the option of having all or any portion of the principal outstanding under the Loan 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 Eurodollar Rate, respectively (each such option is referred to herein as an "Interest Option"); provided, that each Eurodollar Tranche shall be in a minimum amount of $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 be deemed both a payment in full of the portion of the principal of the 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 Loan is not changed thereby) of the portion of the principal of the 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, Borrowers shall give written notice (a "Rollover Notice") in the form of Exhibit F attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the 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 on or prior to 11:00 a.m. (Dallas, Texas time) and two (2) Eurodollar Business Days, in the case of a Eurodollar Tranche selection, prior to the termination of the Interest Period then expiring. If Borrowers shall specify a Eurodollar Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the definition of such term) selected by Borrowers. 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, Borrowers shall be deemed to have elected that the principal of 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 and Borrowers 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, Borrowers shall have the right to convert each Adjusted Base Rate Tranche to a Eurodollar Tranche by giving Administrative Agent a Rollover Notice of such election on or prior to 11:00 a.m. (Dallas, Texas time) at least two (2) Eurodollar Business Days prior to the date on which Borrowers elect to make such conversion (an "Interest Conversion Date"). The Interest Conversion Date selected by Borrowers shall be a Eurodollar Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of 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. Borrowers shall not be permitted to have more than five (5) Interest Options in effect at any time. (d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or (b) above, any portion of the Obligation not paid when due (including, to the extent permitted by lawApplicable Law, on past due interest) shall bear interest thereon not paid when due) from and after the date made due, payable on demand, for each day until paid in full in cash at a rate determined per annum equal to the lesser of (a) the sum of (i) three percent (3%), plus (ii) the Adjusted Base Rate in effect from day to day, and (b) the Maximum Lawful Rate. (e) Notwithstanding the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the Adjusted Eurodollar Rate hereunder (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 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, 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. (f) Interest payable hereunder computed by reference to the Base Adjusted Eurodollar Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made computed based on the basis number of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if assuming that each calendar year consisted of 360 days. Interest payable hereunder computed by reference to the Adjusted Base Rate shall be computed based on the basis actual number of a 365-day year). On the last Business Day of days elapsed assuming that each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit year consisted of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date365 days.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Agent Lender a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Agent Lender in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans and other Obligations (other than LIBOR Revolving Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Revolving Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On The Borrowers shall pay to the last Business Day Lender interest accrued on all Base Rate Revolving Loans in arrears on the first day of each calendar quarter month hereafter and on the Termination Date, the Borrower . The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, Lender interest on all SOFR Rate LIBOR Revolving Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans Prior to the Borrower shall bear Bridge Loan Maturity Date, the Bridge Loans will accrue interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined per annum equal to Adjusted LIBOR (as defined below), plus 425 basis points (the “Initial Margin”). Three months after the Closing Date, such spread over Adjusted LIBOR will increase by reference 50 basis points and the Initial Margin shall increase by an additional 50 basis points at the end of each three month period after the Closing Date (the Initial Margin plus each 50 basis point increase therein described above, the “Applicable Margin”). Notwithstanding the foregoing, the interest rate in effect on the Bridge Loans shall not exceed the Total Cap (as defined in the Fee Letter), other than interest accruing at the “Default Rate” described below (in which case the applicable interest rate underlying the “Default Rate” shall not exceed the Total Cap). Following the Bridge Loan Maturity Date, all outstanding Extended Term Loans will accrue interest at the rate provided for in Annex I hereto, subject to the Base Rate or Adjusted Term SOFR plus Total Cap, other than interest accruing at the Applicable Margin“Default Rate” described below. Upon the occurrence of a Demand Failure Event (as defined in the Amended & Restated Engagement Letter, but not to exceed dated the Maximum Rate. If at any time Term Loans are outstanding date hereof and delivered herewith with respect to which the Borrower has not delivered Notes (the “Engagement Letter”)), the outstanding Bridge Loans will accrue interest at the Total Cap and be subject to the Agent a notice specifying optional redemption terms (other than from proceeds of the basis for determining issuance of Securities (as defined in the interest rate Engagement Letter)) applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided hereinExchange Notes, the Term Loans shall bear interest Extension Fee (as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change defined in the Base Rate (or any component thereofFee Letter) shall be reflected in due and payable and all restrictions on the interest rate applicable to Base Rate Loans as assignability of the effective date of such changeBridge Loans shall cease to apply. All computations Calculation of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of actual days elapsed in a year of 365 or 366 360 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding The Term Loans to the Borrower Loan shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin, but not to exceed the Maximum Rate. Any of the Loans may be converted into, or continued as LIBOR Loans, subject to and in the manner provided in Section 2.2. If at any time Term Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate LIBOR Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate LIBOR Loans in arrears on each SOFR LIBOR Interest Payment Date. For the purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement or any other Loan Document is calculated using a rate based on a year of 360 days, the rate determined pursuant to each calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends, and (z) divided by 360, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement or any other Loan Document, and (iii) the rates of interest stipulated in this Agreement or any other Loan Document are intended to be nominal rates and not effective rates or yields.

Interest Rates. All outstanding Term Loans to the Borrower (A) The Bonds shall bear interest from and including their Date of Delivery until payment of the principal or redemption price thereof shall have been made or provided for in accordance with the provisions hereof, whether at maturity, upon redemption or otherwise. Interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding Bonds with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans immediately preceding Interest Period shall be treated paid as Base Rate Loans until notice provided below, provided that if any Interest Payment Date is not a Business Day, such interest shall be mailed or wired pursuant to this Section 2.03 on the contrary has been given to next succeeding Business Day, with the Agent in accordance with this Agreement and same effect as if made on the day such notice has become effectivepayment was due. Except as otherwise provided hereinduring a Term Interest Rate Period of one year or more, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) on each series of Bonds shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on computed upon the basis of a year of 365 365-day or 366 days366-day, as applicable, year for the case may be, and actual number of days actually elapsed. All other computations During any Term Interest Rate Period of fees and one year or more, interest on the Bonds shall be made on computed upon the basis of a 360-day year and actual days elapsed (which results in more fees or interestyear, as applicableconsisting of twelve 30-day months. The first Interest Payment Date for the Bonds shall be April 15, being paid than if computed 2021. Payment of the interest on any Bond shall be made to the Person appearing on the basis bond registration books of a 365-day year). On the last Business Day Bond Registrar as the Bondholder thereof as of each calendar quarter hereafter and the close of business on the Termination Record Date, such interest to be paid by the Borrower shall pay Paying Agent to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter Bondholder (or accrued to the Termination Date in the case of a payment i) by check mailed by first class mail on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date, to such Bondholder’s address as it appears on the registration books or at such other address as has been furnished to the Bond Registrar as provided below, in writing by such Bondholder not later than the Record Date, or (ii) upon written request at least three Business Days prior to the applicable Record Date of the Bondholder of Bonds aggregating not less than $1,000,000 in principal amount of such Bonds, by wire transfer in immediately available funds at an account maintained in the United States at such wire address as such Bondholder shall specify in its written notice (any such written request shall remain in effect until rescinded in writing by such Bondholder); except, in each case, that if and to the extent that there shall be a default in the payment of the interest due on such Interest Payment Date, such defaulted interest rate shall be the rate on the Bonds on the day before such default occurred and such defaulted interest shall be paid to the Bondholder in whose name any such Bonds are registered at the close of business on the fifth Business Day next preceding the date of payment of such defaulted interest. Both the principal of and premium, if any, on the Bonds shall be payable upon surrender thereof in lawful money of the United States of America at the Corporate Trust Office of the Trustee. In the manner hereinafter provided, the term of the Bonds will be divided into consecutive Interest Rate Periods, during each of which the Bonds shall bear interest at an Index Interest Rate, a SIFMA Interest Rate, a Daily Interest Rate, a Weekly Interest Rate or a Term Interest Rate. The initial Interest Rate Period for the Bonds shall be the Term Interest Rate Period. The initial Term Interest Rate Period for the Bonds shall end on July 31, 2030. The interest rate for the initial Term Interest Rate Period shall be 4.75% per annum. The Principal Payment Date for the Bonds is October 15, 2040. (B) (I) Determination of Index Interest Rate. During each Index Interest Rate Period, the Bonds shall bear interest at the Index Interest Rate. The Applicable Spread for each Index Interest Rate Period shall be determined by the Remarketing Agent on or prior to the Conversion Date in accordance with the definition thereof. The Remarketing Agent shall furnish such Applicable Spread so determined to the other Financing Participants by Electronic Means not later than the Conversion Date. The Index Interest Rate shall be determined by the Calculation Agent at or before 12:00 noon (New York City time) on each Reset Date. The Calculation Agent shall furnish each Index Interest Rate so determined to the other Financing Participants by Electronic Means not later than such Reset Date. Upon the written request of any Bondholder, the Paying Agent shall confirm the Index Interest Rate then in effect (to the extent available to it). All percentages resulting from any step in the calculation of interest on the Bonds while in an Index Interest Rate Period will be rounded, if necessary, to the nearest ten-thousandth of a percentage point (i.e., to four decimal places) with five hundred thousandths of a percentage point rounded upward, and all dollar amounts used in or resulting from such calculation of interest on the Bonds while in an Index Interest Rate Period will be rounded to the nearest cent (with one-half cent being rounded upward).

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash it becomes due, at a rate determined by reference equal to the Base Rate or Adjusted Term SOFR for such day plus the Applicable MarginPercentage. Such interest shall be payable quarterly in arrears on the last day of each Quarterly Period and on each date a Base Rate Loan is converted to a Eurodollar Loan. Any overdue principal of or interest on any Base Rate Loan shall bear interest, but not to exceed the Maximum Rate. If payable on demand, for each day until paid at any time Term Loans are outstanding with respect to which the Borrower has not delivered a rate per annum equal to the Agent a notice specifying sum of 2.000% plus the basis for determining the interest rate otherwise applicable thereto in accordance herewith, those Term Loans shall be treated as to Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and for such notice has become effective. Except as otherwise provided herein, the Term Loans day. (b) Each Eurodollar Loan shall bear interest as follows: on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate equal to the Adjusted Eurodollar Rate for such Interest Period plus the Applicable Percentage. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof. Any overdue principal of or interest on any Eurodollar Loan shall bear interest, payable on demand for each day until paid at a rate per annum equal to the sum of 2.000% plus (i) For all for each day during any Interest Period applicable to such Eurodollar Loan, the rate applicable to such Eurodollar Loan for such day, and (ii) for each day after the end of such Interest Period, the sum of 2.000% plus the rate applicable to Base Rate LoansLoans for such day. (c) Each Swingline Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a fluctuating per annum rate equal to the Base Rate plus Applicable Percentage, or the Applicable Margin; and (ii) For all SOFR Quoted Rate, as applicable. Such interest shall be payable quarterly on the last day of each Quarterly Period in the case of Base Rate Loans, and on the last day of each Interest Period, or if the Interest Period is longer than three (3) months, at intervals of three (3) months after the first day thereof, in the case of Quoted Rate Swingline Loans. Any overdue principal of or interest on any Swingline Loans shall bear interest, payable on demand, for each day until paid at a fluctuating rate per annum rate equal to Adjusted Term SOFR the sum of 2.000% plus the Applicable Margin. Each change in rate otherwise applicable to such Swingline Loans for such day (or if no rate is otherwise applicable for such day, the Base Rate Rate). (or any component thereofd) The Agent shall be reflected in the determine each interest rate applicable to Base Rate the Loans as hereunder. The Agent shall give prompt notice to the Borrower and the Banks by facsimile, telex or cable of the effective date of such change. All computations each rate of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” so determined, and its determination thereof shall be made on conclusive in the basis absence of manifest error. (e) The Eurodollar Reference Bank agrees to use its best efforts to furnish quotations to the Agent as contemplated by this Section 2.05. If the Eurodollar Reference Bank does not provide a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Datetimely quotation, the Borrower provisions of Section 8.01 shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateapply.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Syndicated Loan shall bear interest on the unpaid principal amount thereof thereof, for each day such Loan is outstanding during each Interest Period applicable thereto, at a rate per annum equal to the Applicable Rate with respect thereto. The Syndicated Loans shall be Eurodollar Rate Loans, except as otherwise provided in this Agreement, including without limitation, in clause (includinga)(i) of the definition of "Applicable Rate" and Sections 11.1 and 11.2. Such interest shall be payable for each Interest Period on the Quarterly Payment Date immediately following the end of such Interest Period. (b) In the event that, and for so long as, an Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by applicable law, overdue interest in respect of all Loans, shall bear interest for each day at the annual rate of the sum of (i) the Applicable Rate for such Loan for such day and (ii) two percent (the "Post-Default Rate" for such Loan). (c) Each Swingline Loan shall bear interest on interest thereon not paid when due) from the date made until paid in full in cash unpaid principal amount thereof, for each day such Swingline Loan is outstanding, at a rate determined by reference per annum equal to the Base Applicable Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term thereto. The Swingline Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and. Accrued interest on each Swingline Loan shall be payable in arrears on each Quarterly Payment Date. (iid) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base the Loans hereunder for any Interest Period or portion thereof pursuant to this Section 2.5 and the related definitions; provided that the relevant CP Conduit, Program Manager or Funding Agent, as applicable, shall determine and announce to the Administrative Agent the Cost of Funds Rate Loans as for each Commercial Paper Funding, Liquidity Funding and Credit Funding, such determination to be conclusive absent manifest error. The Administrative Agent shall give prompt notice to the Borrower and the participating Lenders of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. The Administrative Agent shall, at the request of the effective date of Borrower, the Collateral Agent or any Lender, deliver to the Borrower, the Collateral Agent or such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 daysLender, as the case may be, a statement showing the quotations and actual days elapseddemonstrating the calculations used by the Administrative Agent in determining any interest rate pursuant to this Section 2.5. (e) The Administrative Agent agrees to use its best efforts to obtain quotations of LIBOR as contemplated by Section 2.5(d) and the definition of "London Interbank Offered Rate". All other computations of fees and interest shall be made on If the basis of Administrative Agent does not obtain a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Datetimely quotation, the Borrower provisions of Section 11.1 shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Dateapply.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the Base Rate for such date plus the Applicable Margin. Such interest shall be payable for each Interest Period on the last day thereof. (b) Each Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin plus the applicable Adjusted London Interbank Offered Rate for such Interest Period. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof. (includingc) Each Money Market Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Money Market Loan is made until it becomes due, at a rate per annum equal to the applicable Money Market Rate set forth in the relevant Money Market Quote. Such interest shall be payable on the Stated Maturity Date thereof, and, if the Stated Maturity Date occurs more than 3 months after the date of the relevant Money Market Loan, at intervals of 3 months after the first day thereof. (d) Each Finnish Markka Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin plus the applicable Adjusted IBOR Rate for such Interest Period. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof. (e) Each Foreign Currency Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin plus the applicable Adjusted IBOR Rate for such Interest Period. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof. Any overdue principal of and, to the extent permitted by law, overdue interest on interest thereon not paid when due) from the date made any Foreign Currency Loan shall bear interest, payable on demand, for each day until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; andDefault Rate. (iif) For After the occurrence and during the continuance of a Default, the principal amount of the Loans (and, to the extent permitted by applicable law, all SOFR Rate Loansaccrued interest thereon) may, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as election of the effective date of such change. All computations of Required Banks, bear interest for Base Rate Loans when at the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateDefault Rate.

Interest Rates. All Revolving Loans under the Overadvance -------------- Facility shall bear interest at a fixed rate of 18% per annum. Except for the Overadvance Facility, all outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable MarginLIBOR Rate and Sections 3.1(a)(i) or (ii), as applicable, but not to ------------------ ---- exceed the Maximum RateRate described in Section 3.3. During the ----------- term of the Overadvance Facility, for the purpose of calculating interest, the Overadvance Facility shall be considered the first dollars of Revolving Loans advanced and the last dollars of Revolving Loans repaid. Subject to the provisions of Section ------- 3.2, any of the Loans (other than Loans made under the Overadvance Facility) may be converted into, or continued as, Base Rate Loans or LIBOR Rate Loans in the manner provided in Section 3.2. If at any time Term Loans (other than Loans made under ----------- the Overadvance Facility) are outstanding with respect to which the Borrower notice has not been delivered to the Agent a notice in accordance with the terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Loans shall be treated as Base Rate Loans and shall bear interest at a rate determined by reference to the Base Rate until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans, Revolving Loans and other Obligations (other than LIBOR Rate Loans and Loans under the Overadvance Facility) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and; (iiiii) For all SOFR Rate Loans, Loans under the Overadvance Facility at a fluctuating fixed rate of eighteen percent (18%) per annum rate equal to Adjusted Term SOFR plus the Applicable Marginannum. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in clause (i) above as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest Interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans will be payable in arrears on the first day of each SOFR Interest Payment Datemonth hereafter.

Interest Rates. All outstanding Term (a) The Loans to shall be SOFR Loans, except as otherwise provided in this Agreement, including without limitation, in the Borrower definition of “Applicable Rate” and Sections 11.1 and 11.2. (b) The Class A Loans shall bear interest on the unpaid principal amount thereof thereof, for each day such Loan is outstanding during each Interest Period applicable thereto, at a rate per annum equal to the Applicable Rate with respect thereto. Such interest shall be payable for each Interest Period on the Quarterly Payment Date immediately following the end of such Interest Period and on the Stated Maturity. (includingc) The Swingline Loans shall bear interest on the unpaid principal amount thereof, for each day such Swingline Loan is outstanding, at a per annum rate equal to the Applicable Rate with respect thereto. Accrued interest on each Swingline Loan shall be payable in arrears on each Quarterly Payment Date. (d) In the event that, and for so long as, an Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by applicable law, on overdue interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginrespect of all Loans, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: for each day at the annual rate of the sum of (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and Rate for such Loan for such day plus (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus two percent (the Applicable Margin. Each change in the Base Rate “Post-Default Rate” for such Loan). (or any component thereofe) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base each Class of Loans hereunder for any Interest Period or portion thereof pursuant to this Section 2.5 and the related definitions; provided that the relevant CP Lender, its Program Manager or its funding agent, as applicable, shall determine and announce to the Administrative Agent the Cost of Funds Rate Loans as for each Loan that is made by a CP Lender and to which the Cost of Funds Rate applies, such determination to be conclusive absent manifest error. The Administrative Agent shall give prompt notice to the Borrower, the Collateral Agent, the Collateral Administrator and the participating Lenders of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. The Administrative Agent shall, at the request of the effective date of Borrower, the Collateral Agent or any Lender, deliver to the Borrower, the Collateral Agent or such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 daysLender, as the case may be, a statement showing the quotations and actual days elapseddemonstrating the calculations used by the Administrative Agent or the relevant CP Lender, its Program Manager or its funding agent, as applicable, in determining any interest rate pursuant to this Section 2.5. (f) [Reserved] (g) The Administrative Agent shall provide notice to the Borrower, the Collateral Agent and the Lenders of any and all Term SOFR rate sets on the date that any such rate set is determined. All other computations Each CP Lender, its Program Manager or its funding agent, as applicable, shall notify the Administrative Agent of fees the Cost of Funds Rate for each Loan that is made by such CP Lender and interest to which the Cost of Funds Rate applies on or prior to the related Calculation Date in connection with the provision of its invoice or otherwise upon written request. The Cost of Funds Rate for each CP Lender shall be made calculated, for each day during the period between the date of such notice and the last day of each Interest Period (the “Estimate Period”), on the basis of a 360-day year such CP Xxxxxx’s good faith estimate of its funding costs for such Estimate Period, and the amount of interest payable to such CP Lender in respect of the following Interest Period shall be increased by the amount, if any, by which interest at the actual days elapsed (Cost of Funds Rate for such CP Lender for such Estimate Period exceeds the amount estimated or shall be decreased by the amount, if any, by which results in more fees the amount of interest at the estimated Cost of Funds Rate for such Estimate Period exceeds the amount of interest accrued at the actual Cost of Funds Rate. However, on the Stated Maturity, any such increase or interestdecrease that would be due pursuant to the preceding sentence shall instead be settled and paid on the Stated Maturity. Each CP Lender, its Program Manager or its funding agent, as applicable, being paid than if computed on the basis shall supply a reconciliation of a 365-day year). On the last Business Day of such amounts as provided in this Section 2.5(g) for each calendar quarter hereafter and on the Termination Date, the Borrower shall pay such period to the AgentAdministrative Agent and, for the ratable benefit of the Lendersabsent manifest error, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) reconciliation shall be conclusive and binding on all Base Rate Loans in arrearsparties hereto. The Borrower interest rate payable to a CP Lender shall pay reflect proportionately the different sources of funding used during each Interest Period by such CP Lender to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datefinance its outstanding Loans.

Interest Rates. All outstanding Term Loans Obligations of the U.S. Borrowers (other than Obligations with respect to Bank Products, which shall be governed by the Borrower documents relating thereto) shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made or incurred (in the case of Obligations constituting expense reimbursements (including payment of attorneys' fee), from the date 30 days after the Agent has delivered an invoice to the Parent or any U.S. Borrower therefor) until paid in full in cash at a rate determined by reference to the U.S. Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth in Annex A to this Agreement, but not to exceed the Maximum Rate. If at any time Term U.S. Revolving Loans are outstanding with respect to which the applicable U.S. Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term U.S. Revolving Loans shall be treated as bear interest at a rate determined by reference to the U.S. Base Rate until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. All outstanding Obligations of the Canadian Borrower (other than Obligations with respect to Bank Products, which shall be governed by the documents relating thereto) shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made or incurred (in the case of Obligations constituting expense reimbursements (including payment of attorneys' fees), from the date 30 days after the Agent has delivered an invoice to the Parent or the Canadian Borrower therefor) until paid in full in cash at a rate determined by reference to the Canadian Prime Rate, the BA Rate, the Canadian Base Rate or the LIBOR Rate plus the Applicable Margins as set forth in Annex A to this Agreement, but not to exceed the Maximum Rate. If at any time Canadian Revolving Loans are outstanding with respect to which the Canadian Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Canadian Revolving Loans shall bear interest at a rate determined by reference to the Canadian Prime Rate if such Canadian Revolving Loans are denominated in Canadian Dollars and by reference to the Canadian Base Rate if such Canadian Revolving Loans are denominated in Dollars, in each instance, until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations (other than Obligations with respect to Bank Products, which shall be governed by the documents relating thereto) shall bear interest as follows: (i) For all U.S. Base Rate Revolving Loans and other Obligations of the U.S. Borrowers (other than LIBOR Revolving Loans, ) at a fluctuating per annum rate equal to the U.S. Base Rate plus the Applicable Margin; (ii) For all LIBOR Revolving Loans at a per annum rate equal to the LIBOR Rate plus the Applicable Margin; (iii) For all Canadian Prime Rate Revolving Loans and other Obligations of the Canadian Borrower (other than LIBOR Revolving Loans and Canadian Base Rate Revolving Loans) at a fluctuating per annum rate equal to the Canadian Prime Rate plus the Applicable Margin; (iv) For all BA Equivalent Revolving Loans at a per annum rate equal to the BA Rate plus the Applicable Margin; and (iiv) For all SOFR Canadian Base Rate Loans, Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the Canadian Base Rate plus the Applicable Margin. Each change in the U.S. Base Rate (or any component thereof) shall be reflected in the interest rate applicable to U.S. Base Rate Revolving Loans and other Obligations bearing interest based on the U.S. Base Rate as of the effective date of such change, each change in the Canadian Prime Rate shall be reflected in the interest rate applicable to Canadian Prime Rate Revolving Loans and other Obligations bearing interest based on the Canadian Prime Rate as of the effective date of such change and each change in the Canadian Base Rate shall be reflected in the interest rate applicable to Canadian Base Rate Revolving Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Each U.S. Borrower shall pay to the Agent, for the ratable benefit of the U.S. Lenders, interest accrued from on all U.S. Base Rate Revolving Loans made to such U.S. Borrower in arrears on the last Business Day first day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment each month hereafter and on the Termination Date) on all Base Rate Loans in arrears. The Each Borrower shall pay to the Agent, for the ratable benefit of the U.S. Lenders or the Canadian Lenders, as applicable, interest on all SOFR LIBOR Revolving Loans made to such Borrower in arrears on each LIBOR Interest Payment Date (which interest paid by the Canadian Borrower shall be payable by the Agent acting through its Canada Branch to the Canadian Lenders on the next Business Day after payment by the Canadian Borrower). The Canadian Borrower shall pay to the Agent, for the ratable benefit of the Canadian Lenders, (i) interest accrued on all Canadian Prime Rate Revolving Loans and all Canadian Base Rate Revolving Loans in arrears on the first day of each month hereafter and on the Termination Date (which shall be payable by the Agent acting through its Canada Branch to the Canadian Lenders on the next Business Day after payment by the Canadian Borrower) and (ii) interest on all BA Equivalent Revolving Loans in arrears on each SOFR BA Equivalent Interest Payment DateDate (which shall be payable by the Agent acting through its Canada Branch to the Canadian Lenders on the next Business Day after payment by the Canadian Borrower).

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Alternate Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Alternate Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Rate Loans, ) at a fluctuating per annum rate equal to the Alternate Base Rate plus the Applicable MarginMargin for Base Rate Loans; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargin for LIBOR Rate Loans. Each change in the Alternate Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations calculations of interest for at the Alternate Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made computed on the basis of a year of 365 or 366 days, as the case may be, 365/366 days and actual days elapsed. All other computations calculations of interest and fees and interest shall be made computed on the basis of a 360-day year of 360 days and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans quarterly in arrearsarrears on the first Business Day of each March, June, September and December hereafter and on the Termination Date. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations (other than Bank Product Obligations) shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable MarginLIBOR Rate and subparagraphs 2.5(a)(i) or (ii), as applicable, but not to exceed the Maximum RateRate described in Paragraph 2.7. Subject to the provisions of Paragraph 2.6, any of the Loans may be converted into, or continued as, Base Rate Revolving Loans or LIBOR Revolving Loans in the manner provided in Paragraph 2.6. If at any time Term Loans are outstanding with respect to which the Borrower notice has not been delivered to Agent in accordance with the Agent a notice terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Loans shall be treated as Base Rate Revolving Loans and shall bear interest at a rate determined by reference to the Base Rate until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall outstanding Obligations (other than Bank Product Obligations)shall bear interest as follows: (i) For all Base Rate Revolving Loans and such other Obligations which are not LIBOR Revolving Loans, then at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Revolving Loans and such other Obligations which are LIBOR Revolving Loans, then at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in clause (i) above as of the effective date date(s) thereof, as provided in the definition of such change“Base Rate” in Paragraph 1.1 above. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On Interest accrued on all Loans will be payable in arrears on the last Business Day day of each calendar quarter hereafter month for such month and on the Termination Date, Maturity Date and each Borrower expressly authorizes Agent to charge the Borrower shall pay to the Agent, Loan Account for the ratable benefit purpose of the Lenders, paying such interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date as provided in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateParagraph 2.10(d).

Interest Rates. All outstanding Term Loans to the Borrower (a) The Trust shall bear pay interest on the unpaid principal amount thereof (including, of each Advance owed to the extent permitted by law, on interest thereon not paid when due) each Lender from the date made of such Advance until such principal amount shall be paid in full in cash accordance with the terms of this Agreement: (i) during such periods as such Advance is an Alternate Base Rate Advance, at a rate determined by reference equal at all times to the Alternate Base Rate in effect from time to time, payable quarterly on the last day of each calendar quarter during such periods and on any date on which such Alternate Base Rate Advance shall be converted into a LIBOR Advance or Adjusted Term SOFR paid in full, and (ii) during such periods as such Advance is a LIBOR Advance, at a rate per annum equal at all times during each Interest Period for such Advance to the sum of LIBOR for such Interest Period for such Advance plus the Applicable MarginMargin per annum, but not to exceed payable on the Maximum Rate. If at any time Term Loans are outstanding with respect to last day of such Interest Period and, if such Interest Period has a duration of more than three months, on the day which occurs during such Interest Period three months from the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and first day of such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows:Interest Period. (b) Interest (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made computed on the basis of LIBOR will be calculated on the basis of actual days elapsed and a 360‑day year and will accrue from day to day from, and including, the first day of 365 or 366 dayseach Interest Period to, but excluding, the last day of each Interest Period, and (ii) computed on the basis of the Alternate Base Rate will be calculated on the basis of actual days elapsed and a 365‑or 366‑day year, as the case may be, and actual days elapsed. All other computations will accrue from day to day from, and including, the first day occurring in the period for which such interest is payable to, but excluding, the last day of fees and interest shall be made such period. (c) If LIBOR is determined on the basis of rates at which deposits in Dollars are offered by the Reference Banks in accordance with paragraph (b) of the definition of LIBOR set forth in Section 1.1, the Agent will request the principal London office of each of the Reference Banks to provide a 360-day year and actual days elapsed (which results quotation of its rate. If at least two such quotations are provided, the rate for a given Interest Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided, LIBOR for a given Interest Period for the applicable Rate Fixing Day will be the arithmetic mean of LIBOR quoted at approximately 11:00 A.M., New York City time, on such Rate Fixing Day by three major banks in more fees or interestNew York City selected by the Agent for LIBOR for such Interest Period, as applicable, being paid than if computed commencing on the basis of a 365-day year). On the last second Business Day of each calendar quarter hereafter and immediately following such Rate Fixing Day, provided, however, that if the banks selected as aforesaid by the Agent are not quoting as mentioned in this sentence, LIBOR for such Interest Period will be LIBOR for such Interest Period in effect on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateFixing Day.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Agent Lender a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Agent Lender in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans and other Obligations (other than LIBOR Rate Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and; (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On The Borrowers shall pay to the last Business Day Lender interest accrued on all Base Rate Loans in arrears on the first day of each calendar quarter month hereafter and on the Termination Date, the Borrower . The Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, Lender interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Advance made as a Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof, for each day from the date such Advance is made until it becomes due, at a rate per annum equal to the Base Rate for such day plus the Applicable Margin. Such interest shall be payable as provided in the Loan Access Agreement, or if the Loan Access Agreement shall have terminated as provided therein, monthly on the first Domestic Business Day of each month. Any overdue principal of and, to the extent permitted by applicable law, overdue interest on any Advance so made as a Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the rate otherwise applicable to such Advance, so made as a Base Rate Loan, for such day. (b) Each Advance made as a Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin plus the applicable Adjusted London Interbank Offered Rate for such Interest Period; provided that if any Advance made as a Euro-Dollar Loan shall, as a result of clause (1)(c) of the definition of Interest Period, have an Interest Period of less than one month, such Advance so made as a Euro-Dollar Loan shall bear interest during such Interest Period at the rate applicable to Advances made as Base Rate Loans during such period. Such interest shall be payable for each Interest Period on the last day thereof (includingand, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. Any overdue principal of and, to the extent permitted by law, overdue interest on interest thereon not paid when due) from the date made any Euro-Dollar Loan shall bear interest, payable on demand, for each day until paid in full in cash at a rate determined by reference per annum equal to the Base Rate or Adjusted Term SOFR sum of 2% plus the higher of (x) the sum of the Applicable Margin, but not Margin plus the Adjusted London Interbank Offered Rate applicable to exceed such Euro-Dollar Loan or (y) the Maximum Rate. If at any time Term Loans are outstanding with respect rate which would be applicable for such day to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated such Advance if it had been made as Base Rate Loans until notice Loan. (c) The Applicable Margin for any Euro-Dollar Loan for any day shall be the rate per annum set forth below as determined to be applicable based on the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as followsapplicable Consolidated Debt-to-Capital Ratio: (i) For all Base Rate Loans, at a fluctuating per annum rate if the Consolidated Debt-to-Capital Ratio is greater than or equal to the Base Rate plus sixty percent (60%), the Applicable MarginMargin for Euro-Dollar Loans shall be two and three-quarters percent (2.75%); (ii) if the Consolidated Debt-to-Capital Ratio is greater than or equal to fifty-five percent (55%) but less than sixty percent (60%), the Applicable Margin for Euro-Dollar Loans shall be two and one-half percent (2.50%); (iii) if the Consolidated Debt-to-Capital Ratio is greater than or equal to fifty percent (50%) but less than fifty-five percent (55%), the Applicable Margin for Euro-Dollar Loans shall be two and one-quarter percent (2.25%); and (iiiv) For all SOFR Rate Loansif the Consolidated Debt-to-Capital Ratio is less than fifty percent (50%), at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable MarginMargin for Euro-Dollar Loans shall be two percent (2.00%). The Applicable Margin for Euro-Dollar Loans shall be determined and adjusted quarterly on the date (each a "Rate Determination Date") five (5) Domestic Business Days after the date by which the annual and quarterly compliance certificates and related financial statements and information are required in accordance with the provisions of Sections 6.01(a), (b) and (c), as appropriate; provided that (A) the initial Applicable Margin for Euro-Dollar Loans shall be two and one-quarter percent (2.25%) and shall remain in effect until the first Rate Determination Date to occur after the Closing Date, and (B) in the event an annual or quarterly compliance certificate and related financial statements and information are not delivered timely to the Bank by the date required by Sections 6.01(a), (b) and (c), as appropriate, the Applicable Margin shall be two and three quarters percent (2.75%) until such time as such an appropriate compliance certificate and related financial statements and information are delivered, whereupon the Applicable Margin shall be adjusted based on the information contained in such compliance certificate and related financial statements and information. Each change in the Base Rate (or any component thereof) Applicable Margin shall be reflected in effective from a Rate Determination Date until the interest rate applicable to Base next such Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” Determination Date, and shall be effective as to existing Advances as well as new Advances made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datethereafter.

Interest Rates. All outstanding Term Loans (a) With respect to each Loan, the Borrower shall bear hereby -------------- promises to pay interest on the unpaid principal amount thereof (including, to for the extent permitted by law, period commencing on interest thereon not paid when due) from the date made of such Loan until such Loan is paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginfull, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all While such Loan is a Base Rate Loan, at a rate per annum equal to the Base Rate from time to time in effect; and (ii) While such Loan is a LIBO Rate Loan, for each Interest Period, at a rate per annum equal to the LIBO Rate applicable to such Interest Period, plus 1.5% per annum. (b) Interest on each Loan shall be paid in arrears on each Interest Payment Date. Interest shall also be paid on the date of any prepayment of Loans under Section 2.5 or 2.6 for the portion of the Loans so prepaid and upon ----------- --- payment (including prepayment) in full thereof and, during the existence of any Event of Default, interest shall be paid on demand of the Banks. (c) Notwithstanding subsection (a) of this Section, while any Event of Default exists or after acceleration, the Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of all outstanding Loans, at a fluctuating rate per annum which is determined by adding 2% per annum to the rate otherwise in effect hereunder for such Loans; provided, however, that, on and after the expiration of any Interest -------- ------- Period applicable to any LIBO Rate Loan outstanding on the date of occurrence of such Event of Default or acceleration, the principal amount of such Loan shall, during the continuation of such Event of Default or after acceleration, bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin; and2%. (iid) For all SOFR Rate LoansAnything herein to the contrary notwithstanding, at a fluctuating per annum rate equal the obligations of the Borrower to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) Bank hereunder shall be reflected in subject to the limitation that payments of interest rate shall not be required for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by such Bank would be contrary to the provisions of any law applicable to Base Rate Loans as of such Bank limiting the effective date of such change. All computations highest rate of interest for Base Rate Loans when the Base Rate is determined that may be lawfully contracted for, charged or received by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may besuch Bank, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, such event the Borrower shall pay to such Bank interest at the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datehighest rate permitted by applicable law.

Interest Rates. All outstanding Term amounts charged as Revolving Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, Interest Rate as described in Sections 3.1(a)(i) and (ii) but not to exceed the Maximum Ratemaximum rate permitted by applicable law. Subject to the provisions of Section 3.2, any of the Revolving Loans may be converted into, or continued as, Reference Rate Loans or Eurodollar Rate Loans in the manner provided in Section 3.2. If at any time Term Revolving Loans are outstanding with respect to which the Borrower notice has not been delivered to Lender in accordance with the Agent a notice terms of this Agreement specifying the basis for determining the interest rate applicable thereto in accordance herewiththereto, then those Term Revolving Loans shall be treated as Base Reference Rate Loans and shall bear interest at a rate determined by reference to the Reference Rate until notice to the contrary has been given to the Agent in accordance with this Agreement Lender and such notice has become effective. Except as otherwise provided herein, the Term amounts charged as Revolving Loans shall bear interest as follows:at the following rates (the "Applicable Interest Rate"): (i) For all Base amounts charged as Revolving Loans other than Eurodollar Rate Loans, including all Revolving Loans which are Reference Rate Loans, then at a fluctuating per annum rate equal to one-half percent (.50%) per annum (the Base "Reference Rate Margin") plus the Applicable MarginReference Rate; and (ii) For all SOFR If the Revolving Loans are Eurodollar Rate Loans, then at a fluctuating per annum rate equal to Adjusted Term SOFR two and seven-eighths percent (2.875%) per annum (the "Eurodollar Margin") plus the Applicable MarginEurodollar Rate determined for the applicable Interest Period. Each change in the Base Reference Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in (i) above as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, three hundred sixty (360) days and actual days elapsed. All other computations of fees and Except as otherwise provided herein, (1) interest accrued on each Eurodollar Rate Loan shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans payable in arrears on each SOFR Eurodollar Interest Payment DateDate applicable to such Eurodollar Rate Loan, and (2) interest accrued on the Reference Rate Loans will be payable in arrears on the first day of each month hereafter.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Loan is made until paid in full in cash it becomes due, at a rate determined by reference per annum equal to the sum of the Applicable Margin for such day plus the Base Rate for such day. Such interest shall be payable quarterly in arrears on each Quarterly Payment Date, at maturity and on the date of termination of the Commitments in their entirety. Any overdue principal of, or overdue interest on, any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 1% plus the Applicable Margin for such day plus the Base Rate for such day. (b) Each SOFR Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin for such day plus the Adjusted Term SOFR plus for such day (provided that Adjusted Term SOFR shall not be available until three U.S. Government Securities Business Days after the Applicable Margin, but not to exceed Effective Date unless the Maximum Rate. If at any time Term Loans are outstanding with respect to which the applicable Borrower has not delivered to the Administrative Agent a notice specifying letter in form and substance reasonably satisfactory to the basis for determining Administrative Agent indemnifying the Lenders in the manner set forth in Section 2.13). Such interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. (c) Any overdue principal of or overdue interest on any SOFR Loan shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the contrary has been given to sum of 1% plus the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: higher of (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate sum of the Applicable Margin for such day plus the Applicable Margin; and Adjusted Term SOFR applicable to such Loan at the date such payment was due and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as for such day. (d) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the participating Lenders by facsimile of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error unless the Borrower raises an objection thereto within five Domestic Business Days after receipt of such notice. (e) 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 Document, 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 Document. The Administrative Agent will promptly notify the Borrowers and the Lenders of the effective date effectiveness of such change. All computations any Conforming Changes in connection with the use or administration of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateTerm SOFR.

Interest Rates. All outstanding Term (a) It is the intention of the parties hereto that the Loans made hereunder shall conform strictly to applicable usury laws. Accordingly, none of the terms and provisions contained in this Agreement or any of the other Loan Documents shall be construed to create a contract to pay interest to the Borrower Lender for the use, forbearance or detention of money at a rate in excess of the highest lawful rate applicable (the "MAXIMUM LAWFUL RATE"), and, for purposes of this Section 8.10, "interest" shall bear include the aggregate of all charges or other consideration which constitute interest on under applicable laws (whether or not denominated as interest) and are contracted for, taken, reserved, charged or received under any of this Agreement or the unpaid other Loan Documents or otherwise in connection with the transactions contemplated by this Agreement and the other Loan Documents. If as a result of prepayment, acceleration of maturity or otherwise, the effective rate of interest which would otherwise be payable to the Lender under this Agreement or any other Loan Document would exceed the Maximum Lawful Rate for the period during which the principal amount thereof of any Loan was outstanding, or if the Lender shall receive moneys or other consideration that is deemed to constitute interest that would increase the effective rate of interest payable by the Borrowers to the Lender under this Agreement or any other Loan Document to a rate in excess of the Maximum Lawful Rate for the period during which the principal amount of any Loan was outstanding, then (includingi) the amount of interest that would otherwise be payable by the Borrowers to the Lender under this Agreement and the other Loan Documents shall be reduced to the Maximum Lawful Rate, and (ii) any interest paid by the Borrowers to the Lender in excess of the Maximum Lawful Rate shall be credited by the Lender as an optional prepayment of the Loans and, thereafter, shall be returned to the Borrowers. All calculations of the rate or amount of interest contracted for, taken, reserved, charged or received by the Lender under any of this Agreement and the other Loan Documents that are made for the purpose of determining whether such rate or amount exceeds the Maximum Lawful Rate shall be made, to the extent permitted by applicable law, on by amortizing, prorating, allocating and spreading interest thereon not paid when due) from payable hereunder during the date made until paid in full in cash at a rate determined by reference stated term of all of the Loans owed to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateLender.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the Eurodollar Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent Lender a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Agent Lender in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than Eurodollar Rate Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Eurodollar Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the Eurodollar Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, Lender interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Maturity Date. The Borrower shall pay to the Agent, for the ratable benefit of the LendersLender, interest on all SOFR Eurodollar Rate Loans in arrears on each SOFR Eurodollar Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on accrued interest thereon not paid when due) from the date made or incurred until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate, as applicable, plus the Applicable MarginMargin as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the a Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term such Loans shall be treated as Base Rate Loans and bear interest at a rate determined by reference to the Base Rate until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans, Base Rate Term Loans and other Obligations (other than LIBOR Rate Revolving Loans and LIBOR Rate Term Loans), at a fluctuating per annum rate equal to the lesser of (A) the Base Rate plus the Applicable MarginMargin or (B) the Maximum Rate; and (ii) For all SOFR LIBOR Rate Revolving Loans and all LIBOR Rate Term Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR the lesser of (A) the LIBOR Rate plus the Applicable MarginMargin or (B) the Maximum Rate. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans described in clause (i) preceding as of the effective date of such change. All computations of Subject to Section 2.3, all interest for Base Rate Loans when charges on the Base Rate is determined by the “prime rate” Obligations shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-365 or 366, as applicable, day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on -------------- the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargin as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans (unless the Default Rate has been effected by the Agent or the Required Lenders pursuant to Section 2.1(b)) until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans and other Obligations (other than LIBOR Rate Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR LIBOR Rate Loans, Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Loans, Term Loans at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and; (ii) For all SOFR Base Rate Revolving Loans and other Obligations (other than Base Rate Term Loans and LIBOR Rate Loans, ) at a fluctuating per annum rate equal to Adjusted the Base Rate plus the Applicable Margin; (iii) For all LIBOR Term SOFR Loans at a per annum rate equal to the LIBOR Rate plus the Applicable Margin; and (iv) For all LIBOR Revolving Loans at a per annum rate equal to the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of on the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans (a) So long as no Event of Default under this Agreement has occurred and is continuing with respect to the such Borrower, each Base Rate Loan made to such Borrower shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Base Rate Loan is made until paid in full in cash it becomes due, at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Adjusted Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable MarginRate. Each change in the Base Rate (or any component thereof) Interest shall be reflected payable quarterly in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made arrears on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last first Business Day of each calendar quarter hereafter and commencing on the Termination Datefirst such date after such Base Rate Loan is made, and at the Borrower shall pay to the Agent, for the ratable benefit maturity of the LendersLoans (whether by reason of acceleration or otherwise); provided, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date that in the case event the Loans are repaid or prepaid in full and the Revolving Credit Commitments have been terminated, then accrued interest in respect of a payment on the Termination Date) on all Base Rate Loans in arrearsshall be payable together with such repayment or prepayment on the date thereof. The So long as any Event of Default under this Agreement has occurred and is continuing with respect to such Borrower, each Base Rate Loan made to such Borrower shall pay bear interest on the outstanding principal amount thereof, for each day from the date such Base Rate Loan is made until it becomes due, at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate and such default interest shall be payable on demand. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate. (b) So long as no Event of Default under this Agreement has occurred and is continuing with respect to such Borrower, each LIBOR Loan made to such Borrower shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the AgentAdjusted LIBOR Rate. Interest shall be payable for each Interest Period on the last day thereof, unless the duration of such Interest Period exceeds three (3) months, in which case 38 such interest shall be payable at the end of the first three (3) months of such Interest Period and on the last day of such Interest Period, and at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that in the event all LIBOR Loans made pursuant to a single borrowing are repaid or prepaid in full, then accrued interest in respect of such LIBOR Loans shall be payable together with such repayment or prepayment on the date thereof. So long as any Event of Default under this Agreement has occurred and is continuing with respect to such Borrower, each LIBOR Loan made to such Borrower shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to two percent (2%) over and above the Adjusted LIBOR Rate and such default interest shall be payable on demand. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each LIBOR Loan shall bear interest, payable on demand, for each day until paid, at a rate per annum equal to two percent (2%) over and above the ratable benefit Adjusted LIBOR Rate. (c) So long as no Event of Default under this Agreement has occurred and is continuing with respect to such Borrower, each Swingline Loan made to such Borrower shall bear interest as set forth in Section 2.01(c). So long as any Event of Default under this Agreement with respect to such Borrower has occurred and is continuing, each Swingline Loan made to such Borrower shall bear interest on the Lendersoutstanding principal amount thereof, for each day from the date such Swingline Loan is made until it becomes due, at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate and such default interest shall be payable on demand. Notwithstanding the provisions of Section 2.05(a), interest on Swingline Loans shall be payable at the earlier of (i) the Swingline Maturity Date, (ii) on the first Business Day of each calendar quarter commencing on the first such date after such Swingline Loan is made, and (iii) at the maturity of the Loans (whether by reason of acceleration or otherwise); provided, that in the event the Loans are repaid or prepaid in full and the Swingline Commitment has been terminated, then accrued interest in respect of all SOFR Swingline Loans shall be payable together with such repayment or prepayment on the date thereof. From and after the maturity of the Loans, whether by reason of acceleration or otherwise, each Swingline Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate. (d) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder and its determination thereof shall be conclusive in the absence of manifest error. (e) So long as any Event of Default with respect to such Borrower under this Agreement has occurred and is continuing, all other overdue Borrower’s Obligations of such Borrower (other than Borrower’s Obligations of such Borrower specified in subsections (a), (b) and (c) above) shall bear interest at a rate per annum equal to two percent (2%) over and above the Adjusted Base Rate and such default interest shall be payable on demand. (f) Nothing contained in this Agreement or in any other Transaction Document shall be deemed to establish or require the payment of interest to any Bank at a rate in excess of the maximum rate permitted by applicable law. If the amount of interest payable for the account of any Bank on any interest payment date would exceed the maximum amount permitted by applicable law to be charged by such Bank, the amount of interest payable for its account on such interest payment date shall be automatically reduced to such maximum permissible amount. In the event of any such reduction affecting any Bank, if from time to time thereafter the amount of interest payable for the account of such Bank on any interest payment date would be less than the maximum amount permitted by applicable law to be charged by such Bank, then the amount of interest payable for its account on such subsequent interest payment date shall be automatically increased to such maximum permissible amount, provided that at no time shall the aggregate amount by which interest paid for the account of any Bank has been increased pursuant to this sentence exceed the aggregate amount by which interest paid for its account has theretofore been reduced pursuant to the previous sentence. (g) The Administrative Agent shall promptly notify the applicable Borrower and the Banks upon determining the interest rate for each borrowing of LIBOR Loans after its receipt of the relevant Notice of Borrowing or Notice of Election, and upon each change in arrears the Prime Rate; provided, however, that the failure of the Administrative Agent to provide such Borrower or the Banks with any such notice shall neither affect any obligations of such Borrower or the Banks hereunder nor result in any liability on the part of the Administrative Agent to such Borrower or any Bank. Each such determination (including each SOFR Interest Payment Datedetermination of the Reserve Requirement) shall, absent manifest error, be conclusive and binding on all parties hereto.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by applicable law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR the LIBOR Rate plus the Applicable MarginMargins as set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Administrative Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Administrative Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans and other Obligations (other than LIBOR Revolving Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin, subject in each case to adjustment in accordance with the terms of the Interest and Fee Letter. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Revolving Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of a year of 365 or 366 days, as the case may be, and actual 360 days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Revolving Loans in arrearsarrears on the first day of each month hereafter and on the Commitment Termination Date. The Borrower Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate LIBOR Revolving Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term Loans to the Borrower (a) So long as no Event of Default has occurred and is continuing, each Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof (includingthereof, to the extent permitted by law, on interest thereon not paid when due) for each day from the date such Revolving Credit Loan is made until paid in full in cash it becomes due, at a rate determined by reference per annum equal to the Adjusted Base Rate or Adjusted Term SOFR plus the Applicable Marginfor such day. So long as any Event of Default has occurred and is continuing, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as each Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans Loan shall bear interest as follows: (i) For all on the outstanding principal amount thereof, for each day from the date such Base Rate LoansLoan is made until it becomes due, at a fluctuating rate per annum rate equal to the sum of 2% plus the Adjusted Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Marginfor such day. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and Such interest shall be made due and payable quarterly in arrears on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and at the maturity of the Revolving Credit Notes (whether by reason of acceleration or otherwise). Any overdue principal of or interest on any Base Rate Loan shall bear interest, due and payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the Adjusted Base Rate for such day. (b) So long as no Event of Default has occurred and is continuing, each LIBOR Loan shall bear interest on the Termination Dateoutstanding principal amount thereof, the Borrower shall pay for each Interest Period applicable thereto, at a rate per annum equal to the Agentapplicable LIBOR Rate. So long as any Event of Default has occurred and is continuing, each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the ratable benefit sum of 2% plus the higher of (i) the Adjusted Base Rate for such day and (ii) the applicable LIBOR Rate. Such interest shall be due and payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three (3) months, at intervals of three (3) months after the first day thereof, and at the maturity of the LendersRevolving Credit Notes (whether by reason of acceleration or otherwise). Any overdue principal of or interest on any LIBOR Loan shall bear interest, due and payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the higher of (i) the Adjusted Base Rate for such day and (ii) the applicable LIBOR Rate. (c) So long as no Event of Default has occurred and is continuing, each Revolving Credit Loan consisting of an Offshore Currency Loan denominated in Euro shall bear interest accrued from on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the applicable EURIBOR Rate. So long as any Event of Default has occurred and is continuing, each such Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the sum of 2% plus the applicable EURIBOR Rate. Such interest shall be due and payable for each Interest Period on the last Business Day day thereof and, if such Interest Period is longer than three (3) months, at intervals of three (3) months after the first day thereof, and at the maturity of the preceding calendar quarter Revolving Credit Notes (whether by reason of acceleration or otherwise). Any overdue principal of or interest on any such Loan shall bear interest, due and payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the last Business Day sum of 2% plus the applicable EURIBOR Rate; (d) So long as no Event of Default has occurred and is continuing, each Revolving Credit Loan consisting of an Offshore Currency Loan denominated in a currency other than Euro shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at the rate per annum quoted by Administrative Agent for such Interest Period, which rate shall be based upon the rate at which deposits in the applicable Offshore Currency for delivery on the first day of such calendar quarter Interest Period in same day funds in the approximate amount of the Offshore Currency Loan being made or continued and with a term equivalent to such Interest period would be offered by Xxxxx Fargo's Grand Cayman Branch (or accrued such other office as may be designated by Administrative Agent) to major banks in the relevant offshore interbank market at their request approximately 11:00 a.m. local time two Business Days prior to the Termination Date in the case first day of a payment such Interest Period. So long as any Event of Default has occurred and is continuing, each such Loan shall bear interest on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Agentsum of 2% plus the rate otherwise applicable. Such interest shall be due and payable for each Interest Period on the last day thereof and, for the ratable benefit if such Interest Period is longer than three (3) months, at intervals of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date.three

Interest Rates. All outstanding So long as no Event of Default has been declared by Bank and is continuing, the Term Loans to the Borrower Loan Note shall bear interest on at a rate per annum equal to Nine Percent (9.00%) per annum. From and after the declaration of an Event of Default by Bank, so long as such Event of Default has not been cured or waived in writing by Bank, and from and after maturity of the Term Loan Note, whether by reason of acceleration or otherwise, the unpaid principal balance of the Term Loan Note shall bear interest until paid at a rate per annum equal to Eleven Percent (11.00%). Interest shall be computed with respect to the Term Loan Note on an actual day, 360-day year basis. 3. Notwithstanding any provision contained herein to the contrary, this Amendment shall not be deemed to be effective and Lender shall have no obligation hereunder unless and until Borrower shall have effected payment to Lender of an amount thereof sufficient to reduce the outstanding principal balance of the Original Term Loan to $1,000,000.00 and shall have effected payment to Lender of all accrued and unpaid interest on the Original Term Loan through October 31, 1997. 4. Borrower shall execute and deliver to Lender the Second Amended and Restated Term Loan Note in the form of Exhibit A attached hereto. 5. Borrower hereby agrees to reimburse Lender upon demand for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by Lender in the preparation, negotiation and execution of this Amendment and all other agreements, documents, instruments and certificates relating to the amendment of Borrower's existing credit facilities with Lender (collectively, the "Loan Documents"). 6. All references in the Loan Agreement and the other Transaction Documents to "the Agreement" and any other references of similar import shall henceforth mean the Loan Agreement as amended by this Amendment. All references in the Loan Agreement and the other Transaction Documents to the "Term Loan Note" and any other references of similar import shall henceforth mean the Term Loan Note as amended and restated by the Second Amended and Restated Term Loan Note. 7. Except to the extent permitted specifically amended by lawthis Amendment, on interest thereon not paid when due) from all of the date made until paid terms, provisions, conditions, covenants, representations and warranties contained in the Loan Agreement shall be and remain in full in cash at a rate determined by reference force and effect and the same are hereby ratified and confirmed. 8. This Amendment shall be binding upon and inure to the Base Rate benefit of Borrower and Lender and their respective successors and assigns, except that Borrower may not assign, transfer or Adjusted Term SOFR plus delegate any of its rights or obligations hereunder. 9. Borrower hereby represents and warrants to Lender that: (a) the Applicable Marginexecution, but not to exceed delivery and performance by Borrower of this Amendment are within the Maximum Rate. If at corporate powers of Borrower, have been duly authorized by all necessary corporate action and require no action by or in respect of, or filing with, any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewithgovernmental or regulatory body, those Term Loans shall be treated as Base Rate Loans until notice to the contrary agency or official; (b) this Amendment has been given to duly executed and delivered by Borrower and constitutes the Agent legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with this Agreement its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: (i) For all Base Rate Loans, enforceability is considered in a proceeding in equity or at a fluctuating per annum rate equal to the Base Rate plus the Applicable Marginlaw); and (iic) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such changethis Amendment, all of the representations and warranties of Borrower set forth in the Loan Agreement and the other Transaction Documents are true and correct in all material respects and no Default or Event of Default under or within the meaning of the Loan Agreement has occurred and is continuing. 10. All computations In the event of interest for Base Rate Loans when any inconsistency or conflict between this Amendment and the Base Rate is determined by Loan Agreement, the “prime rate” terms, provisions and conditions contained in this Amendment shall govern and control. 11. This Amendment shall be made on governed by and construed in accordance with the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit substantive laws of the LendersState of Missouri (without reference to conflict of law principles). 12. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsEXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE. The Borrower shall pay to the AgentTO PROTECT BORROWER AND LENDER FROM MISUNDERSTANDING OR DISAPPOINTMENT, for the ratable benefit of the LendersANY AGREEMENTS REACHED BY BORROWER AND LENDER COVERING SUCH MATTERS ARE CONTAINED IN THE LOAN AGREEMENT AS AMENDED BY THIS AMENDMENT AND THE OTHER TRANSACTION DOCUMENTS, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment DateWHICH LOAN AGREEMENT AS AMENDED BY THIS AMENDMENT AND OTHER TRANSACTION DOCUMENTS ARE A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENTS BETWEEN BORROWER AND LENDER, EXCEPT AS BORROWER AND LENDER MAY LATER AGREE IN WRITING TO MODIFY THEM.

Interest Rates. All outstanding Term (a) The Loans to shall be SOFR Loans, except as otherwise provided in this Agreement, including without limitation, in clause (i) of the Borrower definition of "Applicable Rate" and Sections 11.1 and 11.2. (b) The Loans shall bear interest on the unpaid principal amount thereof thereof, for each day such Loans are outstanding during each Interest Period applicable thereto, at a rate per annum equal to the Applicable Rate with respect thereto. Such interest shall be payable for each Interest Period on the Monthly Payment Date immediately following the end of such Interest Period and on the Stated Maturity and as otherwise set forth herein. (includingc) In the event that, and for so long as, an Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by applicable law, on overdue interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginrespect of all Loans, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: for each day at the annual rate of the sum of (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and Rate for such Loans for such day plus (ii) For all SOFR Rate two percent (the "Post-Default Rate" for such Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate ). (or any component thereofd) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base the Loans hereunder for any Interest Period or portion thereof pursuant to this Section 2.5 and the related definitions; provided that the relevant CP Lender, its Program Manager or its funding agent, as applicable, shall determine and announce to the Administrative Agent the Cost of Funds Rate Loans as for each Loan that is made by a CP Lender and to which the Cost of Funds Rate applies, such determination to be conclusive absent manifest error. The Administrative Agent shall give prompt notice to the Borrower, the participating Lenders and the Collateral Agent of each rate of interest so determined and of all amounts to be paid to the Administrative Agent and the Lenders, and its determinations thereof shall be conclusive in the absence of manifest error. The Administrative Agent shall, at the request of the effective date of Borrower, the Collateral Agent, the Collateral Administrator or any Lender, deliver to the Borrower, the Collateral Agent, the Collateral Administrator or such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 daysLender, as the case may be, a statement showing the reported rates and actual days elapseddemonstrating the calculations used by the Administrative Agent or the relevant CP Lender, its Program Manager or its funding agent, as applicable, in determining any interest rate pursuant to this Section 2.5. (e) The Administrative Agent shall provide notice to the Borrower, the Collateral Agent, the Collateral Administrator and the Lender of any and all Term SOFR rate sets on the date that any such rate set is determined. All other computations Each CP Lender, its Program Manager or its funding agent, as applicable, shall notify the Administrative Agent of fees the Cost of Funds Rate for each Loan that is made by such CP Lender and interest to which the Cost of Funds Rate applies on or prior to the related Calculation Date in connection with the provision of its invoice or otherwise upon written request. The Cost of Funds Rate for each CP Lender shall be made calculated, for each day during the period between the date of such notice and the last day of each Interest Period (the "Estimate Period"), on the basis of a 360-day year such CP Lender's good faith estimate of its funding costs for such Estimate Period, and the amount of interest payable to such CP Lender in respect of the following Interest Period shall be increased by the amount, if any, by which interest at the actual days elapsed (Cost of Funds Rate for such CP Lender for such Estimate Period exceeds the amount estimated or shall be decreased by the amount, if any, by which results in more fees the amount of interest at the estimated Cost of Funds Rate for such Estimate Period exceeds the amount of interest accrued at the actual Cost of Funds Rate. However, on the Stated Maturity, any such increase or interestdecrease that would be due pursuant to the preceding sentence shall instead be settled and paid on the Stated Maturity. Each CP Lender, its Program Manager or its funding agent, as applicable, being paid than if computed on the basis shall supply a reconciliation of a 365-day year). On the last Business Day of such amounts as provided in this Section 2.5(e) for each calendar quarter hereafter and on the Termination Date, the Borrower shall pay such period to the AgentAdministrative Agent and, for the ratable benefit of the Lendersabsent manifest error, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) reconciliation shall be conclusive and binding on all Base Rate Loans in arrearsparties hereto. The Borrower interest rate payable to a CP Lender shall pay reflect proportionately the different sources of funding used during each Interest Period by such CP Lender to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datefinance its outstanding Loans.

Interest Rates. All outstanding Term Loans to the Borrower (a) Each Advance made as a Base Rate Loan shall bear interest on the unpaid outstanding principal amount thereof, for each day from the date such Advance is made until it becomes due, at a rate per annum equal to the Base Rate for such day plus the Applicable Margin. Such interest on Advances under the Facility B Commitment shall be payable as provided in the Loan Access Agreement, or if the Loan Access Agreement shall have terminated as provided therein, monthly on the first Domestic Business Day of each month. Such interest on Advances under the Facility A Commitment shall be payable monthly on the first Domestic Business Day of each month. Any overdue principal of and, to the extent permitted by applicable law, overdue interest on any Advance so made as a Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the rate otherwise applicable to such Advance, so made as a Base Rate Loan, for such day. (b) Each Advance made as a Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin plus the applicable Adjusted London Interbank Offered Rate for such Interest Period; provided that if any Advance made as a Euro-Dollar Loan shall, as a result of clauses (1)(c) or 1(d) of the definition of Interest Period, have an Interest Period of less than one month, such Advance so made as a Euro-Dollar Loan shall bear interest during such Interest Period at the rate applicable to Advances made as Base Rate Loans during such period. Such interest on Advances under the Facility B Commitment shall be payable as provided in the Loan Access Agreement, or if the Loan Access Agreement shall have terminated as therein provided, for each Interest Period on the last day thereof (includingand if such Interest Period is longer than three months, at intervals of three months after the first day thereof. Such interest on Advances under the Facility A Commitment shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. Any overdue principal of and, to the extent permitted by law, overdue interest on interest thereon not paid when due) from the date made any Euro-Dollar Loan shall bear interest, payable on demand, for each day until paid in full in cash at a rate determined by reference per annum equal to the Base Rate or Adjusted Term SOFR sum of 2% plus the higher of (x) the sum of the Applicable Margin, but not Margin plus the Adjusted London Interbank Offered Rate applicable to exceed such Euro-Dollar Loan or (y) the Maximum Rate. If at any time Term Loans are outstanding with respect rate which would be applicable for such day to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated such Advance if it had been made as Base Rate Loans until notice Loan. (c) The Applicable Margin for any Euro-Dollar Loan for any day shall be the rate per annum set forth below as determined to be applicable based on the contrary has been given applicable ratio of Consolidated Funded Debt to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as followsEBITDA: (i) For all Base Rate Loans, at a fluctuating per annum rate if the ratio of Consolidated Funded Debt to EBITDA is greater than or equal to the Base Rate plus 4.00 to 1.00, then the Applicable MarginMargin for Euro-Dollar Loans shall be 3.00% per annum; (ii) if the ratio of Consolidated Funded Debt to EBITDA is less than 4.00 to 1.00 but greater than 3.00 to 1.00, then the Applicable Margin for Euro-Dollar Loans shall be 2.75% per annum; (iii) if the ratio of Consolidated Funded Debt to EBITDA is less than 3.00 to 1.00 but greater than 2.00 to 1.00, then the Applicable Margin for Euro-Dollar Loans shall be 2.50% per annum; and (iiiv) For all SOFR Rate Loans, at a fluctuating per annum rate if the ratio of Consolidated Funded Debt to EBITDA is less than or equal to Adjusted Term SOFR plus 2.00 to 1.00, then the Applicable Margin. Each change in the Base Rate (or any component thereof) Margin for Euro-Dollar Loans shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Date2.25% per annum.

Interest Rates. All outstanding Term Loans to the Borrower Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginas set forth below, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has Borrowers have not delivered to the Administrative Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as bear interest at a rate determined by reference to the Base Rate Loans until notice to the contrary has been given to the Administrative Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans outstanding Obligations shall bear interest as follows: (i) For all Base Rate Revolving Loans and other Obligations (other than LIBOR Revolving Loans, ) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and; (ii) For all SOFR Rate Loans, LIBOR Revolving Loans at a fluctuating per annum rate equal to Adjusted Term SOFR the LIBOR Rate plus the Applicable Margin. Each change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” charges shall be made computed on the basis of actual days elapsed over a year of 365 or 366 360 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower The Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrearsarrears on the first day of each month hereafter and on the Termination Date. The Borrower Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, interest on all SOFR LIBOR Rate Loans in arrears on each SOFR LIBOR Interest Payment Date.

Interest Rates. All outstanding Term (a) The Loans to shall be SOFR Loans, except as otherwise provided in this Agreement, including without limitation, in clause (i) of the Borrower definition of "Applicable Rate" and Sections 11.1 and 11.2. (b) The Loans shall bear interest on the unpaid principal amount thereof thereof, for each day such Loans are outstanding during each Interest Period applicable thereto, at a rate per annum equal to the Applicable Rate with respect thereto. Such interest shall be payable for each Interest Period on the MonthlyQuarterly Payment Date immediately following the end of such Interest Period and on the Stated Maturity and as otherwise set forth herein. (includingc) In the event that, and for so long as, an Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by applicable law, on overdue interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or Adjusted Term SOFR plus the Applicable Marginrespect of all Loans, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Term Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the Term Loans shall bear interest as follows: for each day at the annual rate of the sum of (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and Rate for such Loans for such day plus (ii) For all SOFR Rate two percent (the "Post-Default Rate" for such Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change in the Base Rate ). (or any component thereofd) The Administrative Agent shall be reflected in the determine each interest rate applicable to Base the Loans hereunder for any Interest Period or portion thereof pursuant to this Section 2.5 and the related definitions; provided that the relevant CP Lender, its Program Manager or its funding agent, as applicable, shall determine and announce to the Administrative Agent the Cost of Funds Rate Loans as for each Loan that is made by a CP Lender and to which the Cost of Funds Rate applies, such determination to be conclusive absent manifest error. The Administrative Agent shall give prompt notice to the Borrower, the participating Lenders and the Collateral Agent of each rate of interest so determined and of all amounts to be paid to the Administrative Agent and the Lenders, and its determinations thereof shall be conclusive in the absence of manifest error. The Administrative Agent shall, at the request of the effective date of Borrower, the Collateral Agent, the Collateral Administrator or any Lender, deliver to the Borrower, the Collateral Agent, the Collateral Administrator or such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 daysLender, as the case may be, a statement showing the reported rates and actual days elapseddemonstrating the calculations used by the Administrative Agent or the relevant CP Lender, its Program Manager or its funding agent, as applicable, in determining any interest rate pursuant to this Section 2.5. (e) The Administrative Agent shall provide notice to the Borrower, the Collateral Agent, the Collateral Administrator and the Lender of any and all Term SOFR rate sets on the date that any such rate set is determined. All other computations Each CP Lender, its Program Manager or its funding agent, as applicable, shall notify the Administrative Agent of fees the Cost of Funds Rate for each Loan that is made by such CP Lender and interest to which the Cost of Funds Rate applies on or prior to the related Calculation Date in connection with the provision of its invoice or otherwise upon written request. The Cost of Funds Rate for each CP Lender shall be made calculated, for each day during the period between the date of such notice and the last day of each Interest Period (the "Estimate Period"), on the basis of a 360-day year such CP Lender's good faith estimate of its funding costs for such Estimate Period, and the amount of interest payable to such CP Lender in respect of the following Interest Period shall be increased by the amount, if any, by which interest at the actual days elapsed (Cost of Funds Rate for such CP Lender for such Estimate Period exceeds the amount estimated or shall be decreased by the amount, if any, by which results in more fees the amount of interest at the estimated Cost of Funds Rate for such Estimate Period exceeds the amount of interest accrued at the actual Cost of Funds Rate. However, on the Stated Maturity, any such increase or interestdecrease that would be due pursuant to the preceding sentence shall instead be settled and paid on the Stated Maturity. Each CP Lender, its Program Manager or its funding agent, as applicable, being paid than if computed on the basis shall supply a reconciliation of a 365-day year). On the last Business Day of such amounts as provided in this Section 2.5(e) for each calendar quarter hereafter and on the Termination Date, the Borrower shall pay such period to the AgentAdministrative Agent and, for the ratable benefit of the Lendersabsent manifest error, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) reconciliation shall be conclusive and binding on all Base Rate Loans in arrearsparties hereto. The Borrower interest rate payable to a CP Lender shall pay reflect proportionately the different sources of funding used during each Interest Period by such CP Lender to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datefinance its outstanding Loans.

Interest Rates. All (a) Each Base Rate Loan shall bear interest on the outstanding Term Loans principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the Base Rate for such day. Such interest shall be payable in arrears quarterly on the last day of each March, June, September and December during such period and on such date as such Base Rate Loan shall be Converted or paid in full. (i) Each Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the applicable Euro-Dollar Rate. Such interest and the Utilization Fee shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. (ii) The Borrower shall bear pay to each Lender additional interest on the unpaid principal amount thereof of each Euro-Dollar Loan of such Lender, from the date of such Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder (includingrounded upwards, if necessary, to the extent permitted next higher 1/100 of 1%) obtained by lawsubtracting (i) the LIBO Rate for the Interest Period for such Loan, from (ii) the rate obtained by dividing such LIBO Rate by a percentage equal to 100% minus the Euro-Dollar Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest thereon not paid when dueis payable on such Loan. Such additional interest shall be determined by such Lender and notified to the Borrower through the Administrative Agent. (c) Notwithstanding the rates of interest specified in this Section 2.07 or elsewhere herein, effective immediately upon the occurrence of an Event of Default, and for as long thereafter as such Event of Default shall be continuing, the principal balance of all Loans (other than Competitive Bid Loans) shall bear interest, payable on demand, for each day from and including the date made until paid in full in cash payment thereof was due, to but excluding the date of actual payment, at a rate determined by reference per annum equal to the Base Rate or Adjusted Term SOFR sum of 2% plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time Term Loans are outstanding with respect to which the Borrower has not delivered to the applicable interest rate then in effect for such day. (d) The Administrative Agent a notice specifying the basis for determining the shall determine each interest rate applicable thereto in accordance herewith, those Term (pursuant to this Agreement) to the Loans hereunder. The Administrative Agent shall be treated as Base Rate Loans until give prompt notice to the contrary has been given to Borrower and the Agent in accordance with this Agreement Lender by telecopier of each rate of interest so determined, and such notice has become effective. Except as otherwise provided herein, the Term Loans its determination thereof shall bear interest as follows: (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin; and (ii) For all SOFR Rate Loans, at a fluctuating per annum rate equal to Adjusted Term SOFR plus the Applicable Margin. Each change be conclusive in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as absence of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest accrued from the last Business Day of the preceding calendar quarter to the last Business Day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all SOFR Rate Loans in arrears on each SOFR Interest Payment Datemanifest error.