Common use of Payment of Interest Clause in Contracts

Payment of Interest. The Borrower shall pay to the Agent interest on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest on at the outstanding and unpaid principal amount of each Loan, Principal Office (i) for the account of each Lender in the case of each Revolving Loans Credit Loan, on the outstanding and unpaid principal amount of each Revolving Credit Loan made by such Lender for the period commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, due at the applicable Base Adjusted Eurodollar Rate or Eurocurrency Rate the Base Rate, as designated elected or deemed elected by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or otherwise applicable to such Loan as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Costherein provided, (ii) for the account of the Swing Line Lender in the case of each Swing Line Loans at Loan, on the outstanding and unpaid principal amount of each Swing Line Loan made by the Swing Line RateLender for the period commencing on the date of such Swing Line Loan until such Swing Line Loan is paid in full by the Borrower or with a Revolving Credit Loan pursuant to Section 2.02(e) at the rate per annum as determined pursuant to Section 2.02(b), and (iii) for the account of each Lender making a Competitive Bid LenderLoan, on the outstanding and unpaid principal amount of such Competitive Bid Loan for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the applicable Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however however, that if any Event of Default shall occur have occurred and be continuing, all amounts outstanding hereunder shall bear interestinterest thereafter (i) in the case of a Eurodollar Loan, so long as at a rate of interest per annum which shall be two percent (2%) above the Adjusted Eurodollar Rate for such Eurodollar Loan until the end of the Interest Period during which such Event of Default occurred, and thereafter at a rate of interest per annum which shall be two percent (2%) above the Base Rate, (ii) or in the case of a Competitive Bid Loan, at a rate of interest per annum which shall be two percent (2%) above the applicable Absolute Rate for such Competitive Bid Loan until the end of the Interest Period during which such Event of Default occurred, and thereafter at a rate of interest per annum which shall be two percent (2%) above the Base Rate, and (iii) in the case of a Base Rate Loan or a Swing Line Loan, at a rate of interest per annum which shall be two percent (2%) above the Base Rate, or in each of (i), (ii) and (iii) above, the maximum rate permitted by applicable law, whichever is continuinglower, from the date such amount was due and payable until the date such amount is paid in full; provided further, it is expressly agreed that the imposition of an additional or higher rate of interest as provided in this Section 2.04 shall not constitute a penalty or forfeiture. (b) Interest on the outstanding principal balance of each Loan shall be computed on the basis of a year of 360 days and calculated for the actual number of days elapsed. Interest on each Loan shall be paid (i) quarterly in arrears on the first Business Day of each February, May, August and November commencing November 2, 1998, on each Base Rate Loan and each Swing Line Loan, (ii) on the last day of the applicable Interest Period for each Fixed Rate Loan and, for any Eurodollar Rate Loan having an Interest Period longer than three months also on the last day of every third month of such Interest Period, and (iii) upon payment or prepayment in full at of the Default Rate notwithstanding any provision herein to principal amount of such Loan (or the contrarydate such payment or prepayment is due if earlier).

Payment of Interest. (i) The Borrower Company shall pay to the Agent interest on the outstanding Notes at the rate of 14.0% per annum payable semi-annually in arrears in cash, subject only to certain conditions specified below. In certain circumstances more particularly described in this Section 4.01(b), a portion of the interest (including, without limitation, any defaulted interest plus interest on such defaulted interest) from time to time due and unpaid principal payable on the Notes may be paid in-kind through the issuance of Additional Notes in lieu of cash. (ii) Notwithstanding the provisions of Section 4.01(b)(i), interest on the Notes shall not be payable in cash, but rather shall be payable in-kind through the issuance of Additional Notes in lieu of cash (the "PIK NOTES") if and to the full extent that the amount of each Loansuch interest (including, without limitation, any defaulted interest plus interest on such defaulted interest) to be paid on any Interest Payment Date (ithe "MANDATORY PIK DATE"), would exceed the amount that equals the product of (A) 50% of the Company's 12-month Adjusted EBITDA for the account period ending as of each Lender the end of the most recently completed fiscal quarter which ended at least 50 days prior to the date of Interest Determination (as defined below) immediately preceding such Mandatory PIK Date, which Adjusted EBITDA shall be annualized if necessary consistently with the annualization provisions set forth in the definition of Consolidated Coverage Ratio (as certified by the Company's Chief Financial Officer), multiplied by (B) a fraction the numerator of which is the number of days from and including the last Mandatory PIK Date (or in the case of Revolving Loans commencing the first Interest Payment Date, from and including the Issue Date) to but not including the current Mandatory PIK Date, and the denominator of which is 365 or 366 days, as applicable. (iii) Notwithstanding the provisions of Section 4.01(b)(i), not later than thirty (30) days prior to any Interest Payment Date, the Board of Directors shall make the following determination: whether any portion or all of the interest to be paid on such Interest Payment Date (the "RELEVANT INTEREST PAYMENT DATE") if otherwise payable in cash in accordance with Section 4.01(b)(i) as modified by Section 4.01(b)(ii) (the entire amount of such interest so payable in cash but for the provisions of this clause (iii), the "CASH/PIK INTEREST") should be paid in cash or, instead, in PIK Notes (such determination, the "INTEREST DETERMINATION"). If the Board of Directors makes the Interest Determination that the entire amount of the Cash/PIK Interest be paid in cash, then the Cash/PIK Interest shall be payable only in cash. If the Board makes the Interest Determination that any portion or the entire amount of the Cash/PIK Interest be paid in PIK Notes, a notice of such Interest Determination (a "DETERMINATION NOTICE"), shall be sent to the Holders not more than thirty (30) nor fewer than fifteen (15) days prior to the Relevant Interest Payment Date. The Determination Notice shall describe in reasonable detail, among other things: (A) the Interest Determination, (B) the methods by which the Holders may respond to such Determination Notice in accordance with Section 4.01(b)(iv) (including a contact at the Company and the address and facsimile number of such contact), (C) the Interest Payment Date to which such Determination Notice relates, and (D) the Expiration Date (as defined below). The Determination Notice shall be deemed delivered on the first fifth Business Day after deposit in the mails pursuant to the requirements of Section 12.02. (iv) If within ten (10) Business Days following the date that a Determination Notice is deemed delivered to the Holders in accordance with Section 4.01(b)(iii), written notice is received by the Company from the Holders of at least two-thirds (2/3) in principal amount of the then outstanding Notes directing that the Cash//PIK Interest being paid be paid in cash and not in PIK Notes (such notices from the Holders of such Revolving Loan until such Revolving Loan two-thirds or greater amount, collectively, the "REQUISITE OBJECTION NOTICE"), then the entire amount of the Cash/PIK Interest shall be repaid, at paid in cash. If the applicable Base Rate or Eurocurrency Rate as designated Requisite Objection Notice is not received by the Borrower Company by the expiration of such ten (10) Business Day-period (the "EXPIRATION DATE"), then the Cash/PIK Interest or the relevant portion thereof shall be paid in PIK Notes to the extent set forth in the related Borrowing Determination Notice or and the balance, if any, of such Cash/PIK Interest Rate Selection Notice or as otherwise provided hereunder plus shall be paid in cash. (v) If the Company is required to pay interest in-kind through the issuance of Additional Notes in the case lieu of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, cash pursuant to paragraphs (ii) for and (iv) above, then the account Company shall promptly deliver to the Trustee an Officers' Certificate notifying the Trustee of the Swing Line Lender aggregate amount of such Additional Notes to be issued, and specifying the amount of Additional Notes to be issued through the issuance of Additional Definitive Notes and the amounts to be issued through increases in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on Global Notes. On or after the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at Officers' Certificate but not less than 2 Business Days prior to the Absolute Rate. Relevant Interest on each Loan Payment Date, the Company shall deliver to the Trustee any Additional Definitive Notes to be paid on issued, which Additional Definitive Notes shall have been duly executed by the earlier of (a) Company in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as manner provided in Section 2.6(a2.02. On the Relevant Interest Payment Date the Trustee shall record increases in the Global Notes and authenticate Additional Definitive Notes, as appropriate, in the aggregate principal amounts required to pay such portion of the interest. (vi) Each Additional Note is an additional obligation of the Company and the Guarantors and shall be governed by, and entitled to the benefits of, this Indenture and shall be subject to the terms of this Indenture (bincluding the Guaranty provisions), shall rank pari passu with and be subject to the same terms (cincluding the rate of interest from time to time payable thereon) in as all other Notes (except, as the case of any Fixed Rate Loanmay be, on last day of with respect to the applicable Interest Period for such Fixed Rate Loan issuance date and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Periodaggregate principal amount), and (d) upon payment in full shall have the benefit of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryLiens securing Notes.

Payment of Interest. The Borrower Except as otherwise expressly provided in Section 3(b) hereof, interest shall initially accrue at the rate of eleven and one-half percent (11.5%) per annum (such rate, subject to increase as provided below, including in Section 3(b)(i), the "Primary Interest Rate") (computed on the basis of a 360-day year and the actual number of days elapsed during the period in which it accrues) on the unpaid principal amount of this Note outstanding from time to time, or (if less) at the highest rate then permitted under applicable law. On August 6, 2002, the Primary Interest Rate shall increase to a rate of twelve percent (12.0%) per annum. On November 4, 2002, the Primary Interest Rate shall increase to a rate of twelve and one-half percent (12.5%) per annum. On February 2, 2003, the Primary Interest Rate shall increase to a rate of twelve and three-quarters percent (12.75%) per annum. On each January 1, April 1, July 1 and October 1 beginning July 1, 2002 (each, a "Quarterly Payment Date"), the Operating Partnership shall pay to the Agent holder of this Note interest (payable in arrears) at a rate of seven and one-half percent (7.50%) per annum (the "Pay Rate") on the outstanding and unpaid principal amount of each Loanthis Note outstanding from time to time; provided, (i) for the account however, that so long as an Event of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaidDefault has occurred and is continuing, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan interest shall be paid on each Quarterly Payment Date or when otherwise due hereunder at the earlier of (a) in full Primary Interest Rate for the case portion of any Base Rate Revolving Loanthree-month period that such Event of Default was in existence. Unless prohibited under applicable law, quarterly in arrears of any accrued interest which is not paid on the last Business Day of each March, June, September and December, commencing on December 31, 2007, until Quarterly Payment Date shall bear interest at the final Termination Date, same rate at which date interest is then accruing on the entire principal amount of and all this Note until such interest is paid. Any accrued interest on the Loans which for any reason has not theretofore been paid shall be paid in fullfull on the date on which the final principal payment on this Note is made. Interest shall accrue on any principal payment due under this Note and, (b) in to the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loanextent permitted by applicable law, on last day of any interest which has not been paid on the applicable Interest Period for Quarterly Payment Date until such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon time as payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default therefor is continuing, until paid in full at the Default Rate notwithstanding any provision herein actually delivered to the contraryholder of this Note.

Payment of Interest. The Borrower Company shall pay interest to the Agent interest Holder on the aggregate unconverted and then outstanding and unpaid principal amount of each Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, this Debenture at the applicable Base rate per annum equal to the Prime Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for plus 1.5%, or such Fixed Rate Loan and if such Interest Period extends for more than three (3) monthslesser rate as shall be the highest rate permitted by applicable law, at intervals of three (3) months after payable monthly on the first day of each month, beginning on the first such date after the Original Issue Date, on each Conversion Date (as to that principal amount then being converted), on each Optional Redemption Date (as to that principal amount then being redeemed) and on the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be due on the next succeeding Business Day), in cash via wire transfer. At any time following the Effective Date, the interest rate for any Interest Period shall be decreased by 2% to the extent the average of the five VWAPs immediately prior to such Interest PeriodPeriod (the “Trigger Price”) exceeds the then applicable Conversion Price by 25% (and shall be decreased by an additional 2% for every successive 25% that the Trigger Price exceeds the then applicable Conversion Price but in no event shall the interest rate be less than 0%). By way of an example, and (d) upon payment in full of if the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long interest rate for an Interest Period as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein determined pursuant to the contraryfirst sentence of this section would be 5% and the Trigger Price immediately prior to such period is $5.00 and the then applicable Conversion Price is $4.00, the interest rate for such Interest Period would be 3%. Any such decrease shall be applicable only as to the then applicable Interest Period and shall not be applicable to successive Interest Periods which shall be calculated independently of any preceding Interest Periods. Accordingly, in the example above, if the Trigger Price as to the next Interest Period is less than $4.00, no reduction shall be made as to the interest rate for such period.

Payment of Interest. (a) The Borrower shall pay interest (i) to the Administrative Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Revolving Credit Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Loan until such Loan shall be due at the Eurodollar Rate or the Base Rate, as elected or deemed elected by the Borrower or otherwise applicable to such Loan as herein provided and (ii) to each Revolving Credit Lender making a Competitive Bid Loan at its Applicable Lending Office, at the applicable Absolute Rate or Eurodollar Competitive Rate, as the case may be; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter at a fluctuating interest rate per annum equal to the Default Rate, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such Competitive Bid Loan amount is paid in full at full. (b) Interest on the Absolute outstanding principal balance of each Loan shall be computed on the basis of (x) in the case of Loans, other than Loans bearing interest based on the Prime Rate, a year of 360 days and calculated for the actual number of days elapsed and (y) in the case of Loans bearing interest based on the Prime Rate, a year of 365-366 days and calculated for the actual number of days elapsed. Interest on the outstanding principal balance of each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of arrears, such payment to be made not later than the last third (3rd) Business Day of each MarchApril, JuneJuly, September October and DecemberJanuary, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fulleach Base Rate Loan, (b) in on the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate each Eurodollar Loan and if such Interest Period extends for more Competitive Bid Loan, but in no event less frequently than at the end of each three (3) months, at intervals of three (3) months after the first day of such Interest Period, month period and (dc) upon payment in full of the related Loan; provided, however that if any Event principal amount of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full Loan at the Default Rate notwithstanding any provision herein to the contraryRevolving Credit Termination Date.

Payment of Interest. The Borrower shall pay Subject to subparagraph 6(c)(xviii)(C) hereof, interest will accrue from the Agent interest date hereof at the rate of thirteen percent (13%) per annum on the outstanding and unpaid principal amount of each Loan, (i) this Debenture outstanding from time to time on the basis of a 360-day year for the account actual number of days elapsed. Subject to paragraph 4 hereof, the Company will pay to the Holder all accrued and unpaid interest on this Debenture on [first interest payment date following the issuance date] and quarterly thereafter, in arrears, on the 15th day of [January], the 15th day of [April], the 15th day of [July] and the 15th day of [October] (each, an "Interest Payment Date") to and including the earlier to occur of the Conversion Date (hereinafter defined) or the Due Date (hereinafter defined). Interest will accrue at the greater of the Default Rate (hereinafter defined) and the rate of fifteen percent (15%) per annum on any principal payment past due under this Debenture and, unless prohibited under applicable law (and if so prohibited then only to the extent not so prohibited), on any interest which has not been paid on the date on which it is due and payable (without giving effect to any applicable grace periods or paragraph 4 hereof) until such time as payment therefor is actually delivered to the Holder. On each Lender Interest Payment Date other than the Due Date (as defined below), in payment of the interest due on this Debenture on such Interest Payment Date, the Company shall deliver to the Holder of this Debenture a new Debenture (an "Accrued Interest Debenture"), in the case form of Revolving Loans commencing this Debenture, dated such Interest Payment Date (and bearing interest from such Interest Payment Date) and having a principal amount corresponding to the interest due on this Debenture on such Interest Payment Date. On the first date Due Date, in payment of the interest due on this Debenture on such Revolving Loan until such Revolving Loan date, the Company shall be repaiddeliver, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account option of the Swing Line Lender in the case of Swing Line Loans at the Swing Line RateHolder, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of either (a) a cash payment in the case of any Base Rate Revolving Loansuch amount, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, or (b) in the case number of any Swing Line Loanshares of Common Stock, as provided in Section 2.6(a) and par value $.01 per share (b"Common Stock"), (c) into which Accrued Interest Debentures would be convertible pursuant to Section 6 hereof if Accrued Interest Debentures had been issued to the Holder on the Due Date in payment of such interest and such Accrued Interest Debentures were converted by the case of any Fixed Rate Loan, on last day Holder immediately thereafter. Unless the Holder gives the Company not less than 10 days' prior written notice of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day exercise of such Interest Periodoption, and (d) upon the Holder shall be deemed to have irrevocably elected to receive payment of such interest in full cash on the Due Date. Any exercise or deemed exercise of the related Loan; provided, however that if such option shall be binding on any Event subsequent Holder of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrarythis Debenture.

Payment of Interest. The Borrower shall pay 2.4.2.1 Subject to the Agent Corporation’s right to defer interest payments as described in Section 2.7, interest on the outstanding Notes will be payable semi-annually in arrears on March 12 and unpaid principal amount September 12 of each Loanyear, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaidMarch 12, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate2025. Interest on each Loan shall The aggregate interest payment to be paid on the earlier initial Interest Payment Date of (a) March 12, 2025 will be in the case amount of any Base Rate Revolving LoanC$2,687,671.23, quarterly in arrears such payment equal to C$13.438356150 per C$1,000 of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of the Notes outstanding. 2.4.2.2 Section 3.12 of the Indenture will not apply to the Notes. Interest for each Interest Period from the Original Issue Date will be calculated on the basis of the actual number of days elapsed and all accrued a 365-day year. For the purposes of disclosure under the Interest Act (Canada), and without affecting the interest payable on the Notes, whenever the interest rate on the Notes is to be calculated on the basis of a period of less than a calendar year, the yearly interest rate equivalent for such interest rate will be calculated on the basis of a 365 day year and the actual number of days in the relevant period. 2.4.2.3 Prior to an Interest Payment Date, the Corporation will forward or cause to be forwarded to the Trustee (and the Trustee shall subsequently forward to each Holder at the registered address of such Holder as of the Regular Record Date) the interest, less any Taxes required by law to be deducted or withheld. If the Corporation forwards payment to the Trustee by cheque, the Corporation shall deliver to the Trustee certified cheque(s) payable to the order of the Trustee on the day that is three Business Days before such Interest Payment Date, and the Trustee will only forward such amounts to the Holders upon receipt of the full amount of interest being paid in immediately available funds. The forwarding of such cheque(s) will satisfy and discharge the liability for interest on such Note to the Loans shall extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld as aforesaid) unless such cheque(s) are not paid on presentation. The Corporation, at its option, may cause any amount payable in respect of principal or interest to be paid in full, (bto the Trustee by wire transfer(s) in to an account specified by the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in Trustee on the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if that is one Business Day before such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryPayment Date.

Payment of Interest. (a) The Borrower shall pay interest (i) to the Administrative Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of Revolving Credit Loan and each Term Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Loan until such Loan shall be due at the Eurodollar Rate or the Base Rate, as elected or deemed elected by the Borrower or otherwise applicable to such Loan as herein provided, (ii) to each Revolving Credit Lender making a Competitive Bid Loan at its Applicable Lending Office, at the applicable Absolute Rate or Eurodollar Competitive Rate, as the case may be, and (iii) to the Administrative Agent in the case of each Swing Line Loan, at the Base Rate; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter at a fluctuating interest rate per annum equal to the Default Rate, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such Competitive Bid Loan amount is paid in full at full. (b) Interest on the Absolute outstanding principal balance of each Loan shall be computed on the basis of (x) in the case of Loans, other than Loans bearing interest based on the Prime Rate, a year of 360 days and calculated for the actual number of days elapsed and (y) in the case of Loans bearing interest based on the Prime Rate, a year of 365-366 days and calculated for the actual number of days elapsed. Interest on the outstanding principal balance of each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of arrears, such payment to be made not later than the last third (3rd) Business Day of each MarchApril, JuneJuly, September October and DecemberJanuary, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fulleach Base Rate Loan, (b) in on the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate each Eurodollar Loan and if such Interest Period extends for more Competitive Bid Loan, but in no event less frequently than at the end of each three (3) months, at intervals of three (3) months after the first day of such Interest Period, month period and (dc) upon payment in full of the related Loan; provided, however that if any Event principal amount of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full Loan at the Default Rate notwithstanding any provision herein to the contraryRevolving Credit Termination Date.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full shall be due at the Absolute then applicable Base Rate for Base Rate Loans or applicable Eurodollar Rate for Eurodollar Rate Loans, as designated by the Authorized Representative pursuant to SECTION 2.1; PROVIDED, HOWEVER, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), such amount shall bear interest thereafter at the Default Rate from date due until paid, PROVIDED, FURTHER, HOWEVER, that if an Event of Default occurs by reason of such non-payment, then, from and after the occurrence of such Event of Default and for so long as such Event of Default shall be continuing, all amounts outstanding hereunder (including such amount) shall bear interest at the Default Rate. (b) Interest on each Loan shall be computed on the basis of a year of 360 days and calculated in each case for the actual number of days elapsed. Interest on each Loan shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly in arrears of on the last Business Day of each March, June, September and December, commencing on December March 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed 1998 for each Base Rate Loan, (ii) on the last day of the applicable Interest Period for such Fixed each Eurodollar Rate Loan and and, if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (diii) upon payment in full of the related principal amount of such Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. (a) The Borrower shall pay interest (i) to the Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Revolving Credit Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Loan shall be due at the Eurodollar Rate or the Base Rate, as elected or deemed elected by the Borrower or otherwise applicable to such Loan as herein provided, (ii) to the Lender at its Lending Office making each Competitive Bid Loan Loan, at the applicable Absolute Rate or Eurodollar Competitive Rate, as the case may be, and (iii) to the Agent in the case of each Swing Line Loan, at the Base Rate; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter (i) in the case of a Eurodollar Loan, at a rate of two percent (2%) above the Applicable Eurodollar Rate for such Eurodollar Loan, (ii) in the case of a Base Rate Loan, at a rate of interest per annum which shall be two percent (2%) above the Base Rate, and (iii) in the case of a Competitive Bid Loan, at a rate of interest per annum which shall be two percent (2%) above the Absolute Rate or Eurodollar Competitive Rate, as the case may be, for such Competitive Bid Loan, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such amount is paid in full at full. (b) Interest on the Absolute Rateoutstanding principal balance of each Loan shall be computed on the basis of (x) in the case of a Eurodollar Loan a year of 360 days and calculated for the actual number of days elapsed and (y) in the case of a Base Rate Loan, a year of 365-366 days and calculated for the actual number of days elapsed. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of on the last Business Day of each December, March, June, September and DecemberJune or September, commencing on December 31, 20071995, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed each Base Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.,

Payment of Interest. (a) The Borrower shall pay interest (i) to the Administrative Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Revolving Credit Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Loan until such Loan shall be due at the EurodollarTerm Benchmark Rate or, the Base Rate or Adjusted Daily Simple SOFR, as elected or deemed elected by the Borrower or otherwise applicable to such Loan as herein provided and (ii) to each Revolving Credit Lender making a Competitive Bid Loan at its Applicable Lending Office, at the applicable Absolute Rate or EurodollarTerm Benchmark Competitive Rate, as the case may be; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter at a fluctuating interest rate per annum equal to the Default Rate, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such Competitive Bid Loan amount is paid in full at full. (b) Interest on the Absolute outstanding principal balance of each Loan shall be computed on the basis of (x) in the case of Loans, other than Loans bearing interest based on the Prime Rate, a year of 360 days and calculated for the actual number of days elapsed and (y) in the case of Loans bearing interest based on the Prime Rate, a year of 365–366 days and calculated for the actual number of days elapsed. Interest on the outstanding principal balance of each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of arrears, such payment to be made not later than the last third (3rd) Business Day of each MarchApril, JuneJuly, September October and DecemberJanuary, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fulleach Base Rate Loan, (b) in on the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate each EurodollarTerm Benchmark Loan and if such Interest Period extends for more Competitive Bid Loan, but in no event less frequently than at the end of each three (3) months, at intervals of three (3) months after the first day of such Interest Period, month period and (dc) upon payment in full of the related Loan; provided, however that if any Event principal amount of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full Loan at the Default Rate notwithstanding any provision herein to the contraryRevolving Credit Termination Date.

Payment of Interest. (a) The Borrower shall pay interest to the Administrative Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Loan until such Loan shall be due (i) in the case of each Revolving Credit Loan, at the LIBOR Rate or the Base Rate, as elected or deemed elected by the Borrower or otherwise applicable to such Loan as herein provided, (ii) in the case of each Swing Line Loan, at the Swing Line Rate; and (iii)in the case of each Competitive Bid Loan, at the applicable Absolute Rate or Index Rate, as applicable; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter, payable on demand, (A) in the case of a LIBOR Loan, at a rate of interest per annum which shall be two percent (2%) plus the LIBOR Rate for such LIBOR Loan until the end of the Interest Period during which such payment was due, and thereafter at a rate of interest per annum which shall be two percent (2%) plus the Base Rate, (B) in the case of a Base Rate Loan or Swing Line Loan, at a rate of interest per annum which shall be two percent (2%) plus the Base Rate, and (C) in the case of a Competitive Bid Loan, at a rate of interest per annum which shall be two percent (2%) plus the Absolute Rate or Index Rate, as applicable, for such Competitive Bid Loan until the end of the Interest Period during which such Competitive Bid Loan payment was due, and thereafter at a rate of interest per annum which shall be two percent (2%) plus the Base Rate, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such amount is paid in full at full. (b) Interest on the Absolute Rateoutstanding principal balance of each Loan shall be computed on the basis of a year of 360 days with respect to LIBOR Loans and all Competitive Bid Loans and 365 days with respect to Swing Line Loans and Base Rate Loans and calculated for the actual number of days elapsed. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly i)quarterly in arrears of on the last Business Day of each MarchSeptember, June, September and December, March or June commencing June 1997, on December 31each Base Rate Loan, 2007, until the final Termination Date, at which date the entire principal amount of Absolute Rate Competitive Bid Loan and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in ii)on the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate each LIBOR Loan and if such Competitive Bid Loan and, for any LIBOR Loan or Competitive Bid Loan having any Interest Period extends for more than three (3) months, at intervals of extending beyond three (3) months or ninety (90) days, as applicable, also on the date occurring every three (3) months or ninety (90) days after the first day commencement of such Interest Period, and (diii) upon payment in full of the related principal amount of such Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. The Borrower shall pay to the Agent interest on the outstanding and unpaid principal amount of each Loan, (i) for the account Segment of each Lender in the case of Revolving Loans Term Loan commencing on the first date of determination of the interest rate applicable to such Revolving Loan Segment until such Revolving Loan Segment shall be repaid, paid at the applicable Base Rate or Eurocurrency Rate Eurodollar Rate, as the case may be, as designated by the Borrower in the related Borrowing Notice or applicable Interest Rate Selection Notice or as otherwise provided hereunder plus (in hereunder. Interest relating to each Segment shall be computed on the case basis of a Eurocurrency Rate Loan year of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) 360 days and calculated for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rateactual days elapsed. Interest on each Loan Segment shall be paid on the earlier of (a) in the case of any Base Rate Revolving LoanSegment, quarterly in arrears of on the last Business Day of each March, June, September and December, commencing on December 31September 30, 20071998, until the final applicable Term Loan A Maturity Date or Term Loan B Maturity Date, as applicable, or, if earlier, the applicable Term Loan A Termination Date or Term Loan B Termination Date or Term Loan C Termination Date, at as applicable, on which date the entire principal amount of and all accrued interest on the Term Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Eurodollar Rate LoanSegment, on the last day of the applicable Interest Period for such Fixed Rate Loan Segment and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (dc) upon payment in full of the related such Term Loan; provided, however however, that if any Event of Default shall occur have occurred and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.interest at

Payment of Interest. (a) The Borrower shall pay interest (i) to the Administrative Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Revolving Credit Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Loan shall be due at the Eurodollar Revolver Rate or the Base Rate, as elected or deemed elected by the Borrower or otherwise applicable to such Loan as herein provided, (ii) to the Lender at its Applicable Lending Office making each Competitive Bid Loan Loan, at the applicable Absolute Rate or Eurodollar Competitive Rate, as the case may be, and (iii) to the Administrative Agent in the case of each Swing Line Loan, at the Base Rate; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter at a fluctuating interest rate per annum equal to the Default Rate, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such amount is paid in full at full. (b) Interest on the Absolute outstanding principal balance of each Loan shall be computed on the basis of (x) in the case of Loans, other than Loans bearing interest based on the Prime Rate, a year of 360 days and calculated for the actual number of days elapsed and (y) in the case of Loans bearing interest based on the Prime Rate, a year of 365-366 days and calculated for the actual number of days elapsed. Interest on the outstanding principal balance of each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of arrears, such payment to be made not later than the last third (3rd) Business Day of each MarchApril, JuneJuly, September October and December, January commencing on December 31the third (3rd) Business Day of October 2005, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fulleach Base Rate Loan, (b) in on the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate each Eurodollar Loan and if such Interest Period extends for more Competitive Bid Loan, but in no event less frequently than at the end of each three (3) months, at intervals of three (3) months after the first day of such Interest Period, month period and (dc) upon payment in full of the related Loan; provided, however that if any Event principal amount of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full Loan at the Default Rate notwithstanding any provision herein to the contraryRevolving Credit Termination Date.

Payment of Interest. The Borrower BREED shall pay to the Agent interest on the outstanding and ------------------- unpaid principal amount of each Loan, (i) for the account Segment of each Lender in the case of Revolving Loans Term Loan commencing on the first date of determination of the interest rate applicable to such Revolving Loan Segment until such Revolving Loan Segment shall be repaid, due at the applicable Base Rate or Eurocurrency Rate Eurodollar Rate, as the case may be, as designated by the Borrower BREED in the related Borrowing Notice or applicable Interest Rate Selection Notice or as otherwise provided hereunder plus (in hereunder. Interest relating to Eurodollar Rate Segments shall be computed on the case basis of a Eurocurrency year of 360 days and calculated for actual days elapsed. Interest relating to Base Rate Loan Segments shall be computed on the basis of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost365 or 366 day year, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rateas applicable, and (iii) calculated for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rateactual days elapsed. Interest on each Segment of each Term Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving LoanSegment, quarterly in arrears of on the last Business Day of each March, June, September and December, commencing on December 31June 30, 20071998, until the final applicable Term Loan A Maturity Date or Term Loan B Maturity Date, or if earlier the applicable Term Loan A Termination Date or Term Loan B Termination Date, at on which date the entire principal amount of and all accrued interest on the Term Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Eurodollar Rate LoanSegment, on the last day of the applicable Interest Period for such Fixed Rate Loan Segment and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (dc) upon payment in full of the related such Term Loan; provided, however however, that if any Event of Default -------- ------- amount due under this Agreement shall occur and not be continuingpaid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full interest thereafter at the Default Rate notwithstanding any provision herein to the contraryRate.

Payment of Interest. The Borrower (1) Accrued interest in relation to each CORRA Loan and each SOFR Loan shall pay to the Agent interest be payable in arrears on the outstanding and unpaid principal amount earlier of the last day of the relevant Interest Period. Accrued interest in relation to each Prime Rate Loan, (i) for the account of each Lender Base Rate Loan and each US Prime Rate Loan shall be payable monthly in the case of Revolving Loans commencing arrears on the first date Business Day of such Revolving the following month. (2) Interest on each Loan until such Revolving Loan hereunder on which interest is payable shall accrue from day to day from the first day of an Interest Period, Contract Period or the Drawdown Date, as the case may be, to the last day of the Interest Period, Contract Period or Drawdown Date, as the case may be, and shall be repaidcalculated on the basis of the actual number of days elapsed divided by, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency SOFR Loan and a US Prime Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory CostLoan, (ii) for the account of the Swing Line Lender 360, and, in the case of Swing Line Loans each Prime Rate Loan, CORRA Loan and Base Rate Loan, the actual number of days in the relevant calendar year, whether 365 or 366, as the case may be. (3) For the purposes of the Interest Act (Canada), whenever any interest or fee under this Agreement is calculated using a rate based on a period other than a calendar year, such rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to such rate as determined multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends and divided by the number of days comprising such other period. (4) The Lender’s certificate as to each amount and/or each rate of interest payable hereunder shall, in the absence of error which the Borrowers can demonstrate to the reasonable satisfaction of the Lender, be conclusive evidence of such amount and/or rate. (5) If any provision of this Agreement or any other Credit Document would obligate any Borrower or a Credit Party to make any payment of interest or other amount payable to the Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Swing Line RateLender of interest at a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, that amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or result in a receipt by the Lender of interest at a criminal rate, the adjustment to be effected, to the extent necessary, as follows: (a) first, by reducing the amount or rate of interest required to be paid to the Lender under this Article 3; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lender which would constitute interest for purposes of the Criminal Code (Canada); provided that, notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lender receives an amount in excess of the maximum permitted by the Criminal Code (iii) for Canada), then the account of each Competitive Bid applicable Borrower shall be entitled, by notice in writing to the Lender, for to obtain reimbursement from the Lender in an amount equal to the excess, and pending reimbursement, the amount of the excess shall be deemed to be an amount payable by the Lender to the Borrower. (6) Any amount or rate of interest referred to in this Agreement shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Advance remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period commencing on from the earlier of the date of such Competitive Bid Loan until such Competitive Bid Loan is paid advance and the Original Closing Date to the relevant Maturity Date and, in full at the Absolute Rate. Interest on each Loan event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Lender shall be paid on conclusive for the earlier purposes of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrarydetermination.

Payment of Interest. (a) The applicable Borrower or Borrowers shall ------------------- pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until made by such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid shall be due (i) in full the case of Loans made in Dollars, at the Absolute then applicable Base Rate for Base Rate Loans or applicable Eurodollar Rate for Eurodollar Rate Loans, as designated by the Authorized Representative pursuant to Section 3.1, such ----------- payments to be made in Dollars, and (ii) in the case of Loans made in Alternative Currencies, at the applicable Eurodollar Rate, such payments to be made in the appropriate Alternative Currency; provided, however, that if any -------- ------- amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter at the Default Rate. (b) Interest on each Revolving Loan other than Base Rate Loans shall be computed on the basis of a year of 360 days and calculated in each case for the actual number of days elapsed. Interest on Revolving Loans that are Base Rate Loans shall be computed on the basis of a 365 or 366 day year, as applicable, and calculated in each case for the actual number of days elapsed. Interest on each Loan shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly in arrears of on the last Business Day of each March, June, September and December, commencing on December 31June 30, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed 1998 for each Base Rate Loan, (ii) on the last day of the applicable Interest Period for such Fixed each Eurodollar Rate Loan and if such Interest Period extends for more than three Loan, (3) months, at intervals of three (3) months after the first day of such Interest Period, and (diii) upon payment in full of the related Loan; provided, however that if any Event principal amount of Default shall occur such Loan and be continuing, all amounts outstanding hereunder shall bear interest, so long as (iv) in Dollars or in the Alternative Currency in which such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryLoan was made.

Payment of Interest. The Borrower shall (a) Interest on the Notes will: (1) accrue from the date of issuance of any such Notes or, if interest has already been paid on any such Notes, from the most recent Interest Payment Date; (2) unless the Issuer makes a PIK Election (as defined below) with respect to an interest period, accrue for such interest period at the rate of 11.0% per annum, payable in cash, if paid entirely in cash, in arrears; (3) if the Issuer makes an election to pay a portion of the interest due (with respect to the Agent Series A Notes) or all of the interest on due (with respect to the outstanding and unpaid principal amount Series B Notes) with respect to an Interest Payment Date in the form of each LoanAdditional Notes (a “PIK Election”) with respect to an interest period, accrue for such interest period at the rate of: (i) for in respect of the account of each Lender Series A Notes, 13.0% per annum in the case aggregate, of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan which (i) 9.0% per annum shall be repaidpayable in cash, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Costarrears, and (ii) 4.0% per annum shall be payable in the form of Additional Notes of the same Series (in minimum denominations of $1,000 and integral multiples thereof, with any fractional Additional Notes being paid in cash), in arrears; and (ii) in respect of the Series B Notes, 15.0% per annum payable in the form of Additional Notes of the same Series (in minimum denominations of $1,000 and integral multiples thereof, with any fractional Additional Notes being paid in cash), in arrears (any such interest being paid in the form of Additional Notes in these clauses (i) and (ii) being referred to as “PIK Interest”); (4) be payable on each June 1 and December 1, commencing June 1, 2012, to Holders of record of the Notes as of the May 15 and November 15 immediately preceding the relevant interest payment date; and (5) be computed on the basis of a 360-day year comprised of twelve 30-day months. Any PIK Election shall specify the Interest Payment Date subject to the PIK Election and may only be made by written notice given to the Trustee and the Holders at least 20 Business Days prior to the record date for the account Interest Payment Date for which the PIK Election is to be made (it being understood that the issuance of a press release or the Swing Line Lender in filing or furnishing of a current report on Form 8-K with the case of Swing Line Loans at SEC shall be deemed to be written notice given to the Swing Line RateHolders). If an interest payment date falls on a day that is not a Business Day, the interest payment to be made on such interest payment date will be made on the next succeeding Business Day with the same force and effect as if made on such interest payment date, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date no additional interest will accrue as a result of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, delayed payment. (b) in If a PIK Election is made, the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in Additional Notes issued pursuant thereto will be identical to the case of any Fixed Rate Loan, on last day originally issued Notes of the applicable Series on which such Additional Notes are being issued as PIK Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after shall share the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long same CUSIP number as such Event originally issued Series of Default is continuingNotes, until paid in full at except that interest will begin to accrue from the Default Rate notwithstanding any provision herein to the contrarydate they are issued.

Payment of Interest. The Borrower shall pay Each Note will accrue interest at a rate equal to 7.50% per annum from the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from the date provided in the certificate representing such Note until, subject to the Agent interest on provisions of clause (d) of this ‎Section 2.04, the outstanding and unpaid date the principal amount of each Loansuch Note is paid or deemed paid or (subject to Section 10.02(h)) the Conversion Settlement Date, as the case may be, pursuant to clause (i) for the account of this ‎Section 2.04(a) or any of ‎Article 3, ‎Section 4.14, ‎Section 10.02 or ‎Article 11 hereof. Interest will be payable semi-annually in arrears on March 1 and September 1 of each Lender year (each, an “Interest Payment Date”), beginning March 1, 2022 (or such other date provided for in Section 2.01(b) with respect to Additional Notes issued in accordance with such Section), to the Holder of each such Note as of the Close of Business on the February 15 and August 15, as the case may be, immediately preceding the applicable Interest Payment Date whether or not a Business Day (each such date, a “Regular Record Date”), regardless of Revolving Loans commencing whether such Note is converted, repurchased or redeemed after such Regular Record Date. Interest will be computed on the first date basis of a 360-day year comprised of twelve 30-day months. The Company will pay the principal of, the Fundamental Change Repurchase Price or the Redemption Price for, and any interest on, any Global Note to the Depositary by wire transfer of immediately available funds on the relevant payment date. The Company will pay the principal of, the Fundamental Change Repurchase Price or Redemption Price for, and any interest due on the Maturity Date on, any Definitive Note in cash to the applicable Holder of such Revolving Loan until such Revolving Loan shall be repaid, Note at the office of the Paying Agent on the relevant payment date. The Company will pay the interest due, on an Interest Payment Date, on any Definitive Note (except interest due on the Maturity Date) to the applicable Base Rate Holder of such Note (i) if such Holder holds $5,000,000 or Eurocurrency Rate as designated less aggregate principal amount of Notes, by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Costcheck mailed to such Holder’s registered address, and (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of if such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire Holder holds more than $5,000,000 aggregate principal amount of and all accrued interest on the Loans shall be paid in fullNotes, (bA) in the case of any Swing Line Loan, as provided in Section 2.6(aby check mailed to such Holder’s registered address or (B) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Holder delivers, not later than the Regular Record Date relating to such Interest Period extends for more than three (3) monthsPayment Date, at intervals of three (3) months after a written request to the first day Registrar that the Company make such payments by wire transfer to an account of such Interest PeriodHolder within the United States, and (d) upon payment by wire transfer of immediately available funds to such account, which request shall remain in full of effect until such Holder notifies, in writing, the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein Registrar to the contrary.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until made by such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Revolving Loan until (but not including) the end of the applicable Interest Period or the date such Competitive Bid Revolving Loan is paid in full shall be due at the Absolute Eurodollar Rate or the Base Rate, as elected by the Borrower in the applicable Borrowing Notice of Interest Rate Selection notice or as deemed elected by the Borrower or otherwise applicable to such Revolving Loan as provided herein; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise) or if any other Event of Default shall have occurred and be continuing hereunder, all amounts outstanding hereunder shall bear interest thereafter at the Default Rate from the date such Event of Default occurred until the date such Event of Default is cured or waived. (b) Interest on the outstanding principal balance of each Revolving Loan shall be computed on the basis of a year of 360 days and calculated for the actual number of days elapsed. Interest on each Revolving Loan shall be paid on the earlier of (ai) in the case of any with respect to Base Rate Revolving LoanLoans, quarterly in arrears of on the last Business Day of each March, June, September and DecemberDecember commencing March 1998, commencing on December 31(ii) with respect to Eurodollar Rate Revolving Loans, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed each Eurodollar Rate Revolving Loan and if such for any Eurodollar Rate Revolving Loan having an Interest Period extends for more than extending beyond three (3) months, at intervals of also on the date occurring every three (3) months after the first day commencement of such Interest Period, and (diii) upon payment in full of the related principal amount of such Revolving Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. (a) The Borrower shall pay interest (i) to the Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until made by such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Loan shall be due at the Eurodollar Rate or the Base Rate, as elected or deemed elected by the Borrower or otherwise applicable to such Loan as herein provided, (ii) to the Lender at its Lending Office making each Competitive Bid Loan is paid in full Loan, at the applicable Absolute Rate or Eurodollar Competitive Rate, as the case may be, and (iii) to the Agent in the case of each Swing Line Loan, at the Base Rate or such other rate as NationsBank and the Borrower may agree; PROVIDED, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter at the Default Rate. (b) Interest on the outstanding principal balance of each Loan shall be computed on the basis of a year of 360 days and calculated for the actual number of days elapsed. Interest on the outstanding principal balance of each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of arrears, such payment to be made not later than the last Business Day of each March, June, September September, December and December, March commencing on December 31the last Business Day of June 1999, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fulleach Base Rate Loan, (b) in on the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed each Eurodollar Rate Loan and if such Interest Period extends for more Competitive Bid Loan, but in no event less frequently than at the end of each three (3) months, at intervals of three (3) months after the first day of such Interest Period, month period and (dc) upon payment in full of the related Loan; provided, however that if any Event principal amount of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full Loan at the Default Rate notwithstanding any provision herein to the contraryRevolving Credit Termination Date.

Payment of Interest. (a) The Borrower shall pay interest (i) to the Administrative Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Revolving Credit Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Loan until such Loan shall be due at the Term Benchmark Rate, the Base Rate or the RFR Rate, as elected or deemed elected by the Borrower or otherwise applicable to such Loan as herein provided and (ii) to each Revolving Credit Lender making a Competitive Bid Loan at its Applicable Lending Office, at the applicable Absolute Rate or Term Benchmark Competitive Rate, as the case may be; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter at a fluctuating interest rate per annum equal to the Default Rate, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such Competitive Bid Loan amount is paid in full at full. (b) Interest on the Absolute outstanding principal balance of each Loan shall be computed on the basis of (x) in the case of Loans, other than Loans bearing interest based on the Prime Rate, a year of 360 days and calculated for the actual number of days elapsed and (y) in the case of Loans bearing interest based on the Prime Rate, a year of 365–366 days and calculated for the actual number of days elapsed. Interest on the outstanding principal balance of each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of arrears, such payment to be made not later than the last third (3rd) Business Day of each MarchApril, JuneJuly, September October and DecemberJanuary, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fulleach Base Rate Loan, (b) in on the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate each Term Benchmark Loan and Competitive Bid Loan, but in no event less frequently than at the end of each three month period, (c) with respect to any RFR Loan, (i) initially the date that is one week after the date of the borrowing of such RFR Loan and, thereafter, each successive date that is on the same weekday as such initial date (provided that if such Interest Period extends for more initial date or any such successive date is a day other than three (3a Business Day, the applicable interest payment date shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar week, in which case such interest payment date shall occur on the next preceding Business Day) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event principal amount of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full Loan at the Default Rate notwithstanding any provision herein to the contraryRevolving Credit Termination Date.

Payment of Interest. (a) The Borrower Multicurrency Facilities Borrowers shall pay interest to the Agent interest for the account of each Multicurrency Facilities Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Domestic Loan made by such Multicurrency Facilities Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Domestic Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be due at the then applicable Floating Rate for Floating Rate Loans or applicable Fixed Rate for Fixed Rate Loans, such payments to be made in Dollars with respect to Loans made in Dollars, and at the Applicable Rate in the case of Domestic Loans made in Alternative Currency, such payments to be made in the appropriate Alternative Currency as designated by the Authorized Representative pursuant to Section 2.01 hereof or as otherwise provided herein; provided, however, that if any amount shall not be paid on the earlier of when due (aat maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter (i) in the case of any a Fixed Rate Loan, until the end of the Interest Period with respect to such Fixed Rate Loan, at a rate of two percent (2%) above such Fixed Rate and (ii) thereafter, and with respect to Floating Rate Loans, at a rate of interest per annum which shall be two percent (2%) above the Domestic Base Rate Revolving or the Floating CD Rate, as applicable, or the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such amount is paid in full. (b) Interest on each Domestic Loan shall be computed on the basis of a year of 360 days and calculated for the actual number of days elapsed provided that for Alternative Currency Loans for which a 365-day basis is the only market practice available to the Agent for such Loan, interest shall be calculated on the basis of a year of 365-366 days, as the case may be, for the actual days elapsed. Interest on each Domestic Loan shall be paid (a) quarterly in arrears of on the last Business Day of each March, June, September and Decemberfiscal quarter, commencing on December October 31, 20071997, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fulleach Floating Rate Loan, (b) in on the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such each Fixed Rate Loan and and, if such the Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such the Interest Period, Period and (dc) upon payment in full of on the related Loan; provided, however that if any Event of Default Revolving Credit Termination Date. Interest on amounts not paid when due shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrarypayable on demand.

Payment of Interest. The Borrower shall pay to the Agent interest on the outstanding and unpaid principal amount of each Segment of the Term Loan and on each Revolving Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Segment or Revolving Loan until such Segment or Revolving Loan Loan, as the case may be, shall be repaid, at the applicable Base Rate or Eurocurrency Eurodollar Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratehereunder. Interest on each Segment and on each Revolving Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31September 29, 20072000, until until, as to any Base Rate Segment, the final Term Loan Termination Date, and as to any other Base Rate Loans, the Revolving Credit Termination Date, at which date as applicable the entire principal amount of and all accrued interest on the Loans Term Loan and the Revolving Loans, respectively, shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Eurodollar Rate Loan, on last day of the applicable Interest Period for such Fixed Eurodollar Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (dc) upon payment in full of the Term Loan (or Segment thereof) or the related Revolving Loan; provided, however however, that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, interest thereafter until paid in full at the Default Rate notwithstanding any provision herein to the contraryRate.

Payment of Interest. (a) The Borrower Company shall pay to the Agent interest on the outstanding Securities at a rate of 5.625% per annum, payable semi-annually in arrears on January 15 and unpaid principal amount July 15 of each Loanyear (each, an “Interest Payment Date”) or, if any such day is not a Business Day, the immediately following Business Day, commencing July 15, 2010. Interest on a Security shall be paid to the Holder of such Security at the Close of Business on January 1 or July 1 (each, a “Record Date”), as the case may be, next preceding the related Interest Payment Date, and shall be computed on the basis of a 360-day year comprised of twelve 30-day months. In the event of the maturity, conversion, redemption or repurchase of a Security by the Company at the option of the Holder upon a Fundamental Change, interest shall cease to accrue on such Security. (b) Upon conversion of a Security, (i) for a Holder shall not receive any cash payment of interest (unless such conversion occurs between a Record Date and the account of each Lender Interest Payment Date to which it relates, in the which case of Revolving Loans commencing a Holder on the first date of such Revolving Loan until such Revolving Loan Record Date will receive on the Interest Payment Date accrued and unpaid interest) and the Base Conversion Rate shall not be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, adjusted to account for accrued and unpaid interest and (ii) for except as set forth in clause (c) below, the account Company’s delivery to a holder of shares of Common Stock into which the Swing Line Lender in the case of Swing Line Loans at the Swing Line RateSecurity is convertible shall be deemed to satisfy its obligation with respect to such Security, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is any accrued but unpaid interest shall be deemed to be paid in full upon conversion, rather than cancelled, extinguished or forfeited. For the avoidance of doubt, nothing in this Section 11.01(b) shall limit the Company’s obligation to make payments pursuant to Section 13.01(c). (c) Securities surrendered for conversion by a Holder after the Close of Business on any Record Date but prior to the next Interest Payment Date, must be accompanied by payment of an amount equal to the interest that the Holder is to receive on the next Interest Payment Date for the Securities; provided, however, that no such payment need be made (1) if the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the next Interest Payment Date; (2) if the Company has specified a Redemption Date that is after a Record Date and on or prior to the next Interest Payment Date; (3) to the extent of overdue interest, if any overdue interest exists at the Absolute Rate. Interest on each Loan shall be paid time of conversion with respect to such Securities; or (4) if the Securities are surrendered for conversion after the Close of Business on the earlier Record Date for the payment of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, Securities at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryMaturity.

Payment of Interest. (i) The Borrower shall hereby promises to pay to the Agent Bank interest on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until but not including the stated maturity thereof (whether by acceleration or otherwise) or the date of prepayment thereof (a) during the periods such Competitive Bid Loan is a Base Rate Loan, at the Base Rate and (b) during the periods such Loan is a Eurodollar Loan, at the Eurodollar Rate plus the Applicable Margin Rate per annum; provided, however, that after the occurrence and during the continuance of an Event of Default, all outstanding Loans shall bear interest at the Post-Default Rate. (ii) Notwithstanding the foregoing, the Borrower hereby promises to pay interest on any Loan or any installment thereof and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest, and on any other amount payable by the Borrower hereunder which shall not be paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period commencing on the due date thereof until but not including the date the same is paid in full at the Absolute Post-Default Rate. Interest . (iii) Except as provided in the next sentence, accrued interest on each Loan shall be paid on the earlier of payable (ax) in the case respect of any each Base Rate Revolving Loan, quarterly in arrears of quarterly, on the last Business Day of each Marchcalendar quarter, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount (y) in respect of and all accrued interest each Eurodollar Loan on the Loans shall be paid in fulllast day of each Interest Period (and, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case Eurodollar Loans with interest periods of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than over three (3) months, at three-month intervals of three (3) months after following the first day of such Interest Period, ) and (dz) upon payment in full the case of all Loans together with each repayment of principal thereof. Interest payable at the Post-Default Rate shall be payable from time to time on demand of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryBank.

Payment of Interest. (a) The Borrower shall agrees to pay to the Agent interest on the outstanding and unpaid principal amount of each Loan, (i) for the account period from and including the Borrowing Date of such Loan to but not including the date of repayment of the principal of such Loan in full, at a rate per annum for each Interest Period in respect of each Lender in such Loan for such Interest Period equal to Term SOFR plus the case Applicable Margin. (b) Notwithstanding clause (a) hereof, during any period when an Event of Revolving Loans commencing Default has occurred and is continuing, the Borrower agrees to pay interest on the first date overdue principal amount of such Revolving each Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated and on any other amount payable by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus at a rate per annum equal to (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of (ai) in the case of any Base Rate Revolving principal of any Loan, quarterly the interest rate then in arrears effect for such Loan plus 2% per annum for the balance of the last Business Day of then current Interest Period and thereafter Term SOFR for each March, June, September Interest Period plus the Applicable Margin plus 2% per annum and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (bii) in the case of any Swing Line Loanother amount, to the extent permitted by applicable law, Term SOFR for each Interest Period plus the Applicable Margin plus 2% per annum. (c) Accrued interest shall be payable in arrears on the last day of each Interest Period, provided that (i) accrued interest shall be also payable upon each prepayment or repayment of the Loans as provided in Section 2.6(a) Sections 2.07 and 2.08 and (ii) interest accruing under clause (b), ) above shall be payable from time to time on demand. (cd) The Administrative Agent shall as soon as practicable (but no later than two (2) Business Days prior to the commencement of each Interest Period) notify the Borrower and the Lenders in writing of each determination of the Term SOFR and the length of each Interest Period. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower in the case absence of any Fixed Rate Loanmanifest error. (e) The Borrower shall, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than prior to 12:00 p.m. (New York time) at least three (3) months, at intervals Business Days prior to the commencement of three (3) months after the first day of such each Interest Period, give the Administrative Agent irrevocable notice of its election for such Interest Period to have a duration of one, three or six months or such other period as the Borrower and the Administrative Agent (d) upon payment in full acting at the direction of the Majority Lenders) may agree. Upon receipt of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. In the event that the Borrower fails to timely select in accordance herewith the duration of any Interest Period, the Borrower will be deemed to have selected an Interest Period of three months’ duration. (f) The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (i) the continuation of, administration of, submission of, calculation of or any other matter related Loanto ABR, the Term SOFR Reference Rate, or Term SOFR, or any component of the definition thereof or rates referred to in the definition thereof, or any alternative successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement or any relevant adjustments thereto), in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case, pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. (g) In connection with the use or administration of Term SOFR, the Administrative Agent (acting at the direction of the Majority Lenders) 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 Lenders agree that any such Conforming Changes as may be instructed to be made by the Majority Lenders will not result in a recognition event for the Borrower under Section 1001 of the Code; provided, however that if the Administrative Agent shall have no duty or responsibility to determine or inquire whether any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryevent has occurred.

Payment of Interest. The Borrower (a) Interest on Revolving Loans shall pay to the Agent interest on the outstanding and unpaid principal amount of each Loan, be payable as follows: (i) Interest on each outstanding Revolving Loan made as or converted into a Reference Rate Loan shall be computed for the account actual number of each Lender days elapsed on the basis of a year of 365 days or, in the case event of Revolving Loans commencing a leap year, 366 days, and shall be payable to Bank in arrears (A) on the first date Business Day of each calendar month, (B) on the Commitment Maturity Date, and (C) if any interest accrues or remains payable after the Commitment Maturity Date or during the continuance of an Event of Default, upon demand by Bank. Interest shall accrue and be payable on each such Revolving Reference Rate Loan until such Revolving at a per annum interest rate equal to the Reference Rate plus one-half of one percent (0.5%); provided, that the interest rate for any Reference Rate Loan shall be repaidreduced to Reference Rate plus one-quarter of one percent (0.25%) if, at as of the applicable Base Rate end of any Fiscal Quarter after the Closing Date, the following conditions have been met: (I) Borrower's Fixed Charge Coverage Ratio for the 12-month period then ended is greater than 1.30 to 1.0; and (II) no Default or Eurocurrency Rate as designated by the Borrower Event of Default has occurred and is continuing. The interest rate reduction referenced in the related Borrowing Notice preceding sentence shall be adjusted prospectively on a quarterly basis and shall be implemented effective as of the first day of the first calendar month that commences at least ten Business Days after receipt by Bank of Borrower's quarterly unaudited or Interest Rate Selection Notice or annual audited (as otherwise provided hereunder plus (in applicable) Financial Statements and any other information requested by Bank evidencing that Borrower has satisfied the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, conditions for an interest rate reduction. (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each outstanding Revolving Loan made as or converted into a LIBOR Loan shall be paid computed for the actual number of days elapsed on the earlier basis of a year of 365 days or, in the event of a leap year, 366 days, and shall be payable to Bank in arrears (aA) on the last day of the applicable LIBOR Loan Period in the case of any Base Rate Revolving LoanLIBOR Loan with a LIBOR Loan Period of 30, quarterly in arrears 60 or 90 days, (B) on the 90th day and the last day of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) applicable LIBOR Loan Period in the case of any Swing Line LoanLIBOR Loan with a LIBOR Loan Period of 180 days, (C) on the Commitment Maturity Date, and (D) if any interest accrues or remains payable after the Commitment Maturity Date or during the continuance of an Event of Default, upon demand by Bank. Interest shall accrue and be payable on each such LIBOR Loan at a per annum interest rate equal to the LIBOR Basis applicable to such LIBOR Loan plus three percent (3.0%); provided, that the interest rate for any LIBOR Loan shall be reduced to the LIBOR Basis applicable to such LIBOR Loan plus two and three-quarters percent (2.75%) if, as provided in Section 2.6(aof the end of any Fiscal Quarter after the Closing Date, the following conditions have been met: (I) Borrower's Fixed Charge Coverage Ratio for the 12-month period then ended is greater than 1.30 to 1.0; and (b), (cII) no Default or Event of Default has occurred and is continuing. The interest rate reduction referenced in the case preceding sentence shall be adjusted prospectively on a quarterly basis and shall be implemented effective as of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, any LIBOR Loan Period that commences at least ten Business Days after receipt by Bank of Borrower's quarterly unaudited or annual audited (as applicable) Financial Statements and (d) upon payment in full of any other information requested by Bank evidencing that Borrower has satisfied the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryconditions for an interest rate reduction.

Payment of Interest. (i) The Borrower Company shall pay to the Agent interest on the outstanding Notes at the rate of 14.0% per annum payable semi-annually in arrears in cash, subject only to certain conditions specified below. In certain circumstances more particularly described in this Section 4.01(b), a portion of the interest from time to time due and unpaid payable on the Notes may be paid in-kind through the issuance of Additional Notes in lieu of cash. All interest not properly paid in-kind through the issuance of Additional Notes shall be paid in cash. (ii) Notwithstanding the provisions of Section 4.01(b)(i), interest on the Notes shall not be payable in cash, but in-kind through the issuance of Additional Notes in lieu of cash (the "PIK NOTES") if and to the full extent that payment of such interest on any Interest Payment Date (the "MANDATORY PIK DATE"), would exceed the amount that equals 50% of the Company's 12-month EBITDA (as certified by the Company's Chief Financial Officer) for the 12-month period ending as of the completed fiscal quarter which ended at least 50 days prior to the date of Interest Determination (as defined below) immediately preceding such Mandatory PIK Date. (iii) Notwithstanding the provisions of Section 4.01(b)(i), not later than thirty (30) days prior to any Interest Payment Date, the Board of Directors shall make the following determination: whether any portion or all of the interest to be paid on such Interest Payment Date (the "RELEVANT INTEREST PAYMENT DATE") if otherwise payable in cash in accordance with Section 4.01(b)(i) as modified by Section 4.01(b)(ii) (the entire amount of such interest so payable in cash but for the provisions of this clause (iii), the "CASH/PIK INTEREST") should be paid in cash or, instead, in PIK Notes (such determination, the "INTEREST DETERMINATION"). If the Board of Directors makes the Interest Determination that the entire amount of the Cash/PIK Interest be paid in cash, then the Cash/PIK Interest shall be payable only in cash. If the Board makes the Interest Determination that any portion or the entire amount of the Cash/PIK Interest be paid in PIK Notes, a notice of such Interest Determination (a "DETERMINATION NOTICE") shall be sent to the Holders not more than thirty (30) nor fewer than fifteen (15) days prior to the Relevant Interest Payment Date. The Determination Notice shall describe in reasonable detail, among other things: (A) the Interest Determination, (B) the methods by which the Holders may respond to such Determination Notice in accordance with Section 4.01(b)(iv) (including a contact at the Company and the address and facsimile number of such contact), (C) the Interest Payment Date to which such Determination Notice relates, and (D) the Expiration Date (as defined below). (iv) If within ten (10) Business Days following the date that a Determination Notice is sent to the Holders, written notice is received by the Company from the Holders of at least two-thirds (2/3) in principal amount of each Loanthe then outstanding Notes directing that the Cash/PIK Interest being paid be paid in cash and not in PIK Notes (such notices from the Holders of such two-thirds or greater amount, collectively, the "REQUISITE OBJECTION NOTICE"), then the entire amount of the Cash/PIK Interest shall be paid in cash. If the Requisite Objection Notice is not received by the Company by the expiration of such ten (i10) for Business Day-period (the account of each Lender "EXPIRATION DATE"), then the Cash/PIK Interest or the relevant portion thereof shall be paid in PIK Notes to the extent set forth in the case Determination Notice. (v) If the Company is permitted to pay interest in-kind through the issuance of Revolving Loans commencing on Additional Notes in lieu of cash pursuant to paragraph (iv) above and elects to do so, then the first date Company shall promptly deliver to the Trustee an Officers' Certificate notifying the Trustee of the aggregate amount of such Revolving Loan until such Revolving Loan shall Additional Notes to be repaidissued, at and specifying the applicable Base Rate or Eurocurrency Rate as designated by amount of Additional Notes to be issued through the Borrower issuance of Additional Definitive Notes and the amounts to be issued through increases in the related Borrowing Notice Global Notes. On or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on after the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at Officers' Certificate but not less than 2 Business Days prior to the Absolute Rate. Relevant Interest on each Loan Payment Date, the Company shall deliver to the Trustee any Additional Definitive Notes to be paid on issued, which Additional Definitive Notes shall have been duly executed by the earlier of (a) Company in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as manner provided in Section 2.6(a2.02. On the Relevant Interest Payment Date the Trustee shall record increases in the Global Notes and authenticate Additional Definitive Notes, as appropriate, in the aggregate principal amounts required to pay such portion of the interest. (vi) Each Additional Note is an additional obligation of the Company and the Guarantors and shall be governed by, and entitled to the benefits of, this Indenture and shall be subject to the terms of this Indenture (bincluding the Guaranty provisions), shall rank pari passu with and be subject to the same terms (cincluding the rate of interest from time to time payable thereon) in as all other Notes (except, as the case of any Fixed Rate Loanmay be, on last day of with respect to the applicable Interest Period for such Fixed Rate Loan issuance date and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Periodaggregate principal amount), and (d) upon payment in full shall have the benefit of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryLiens securing Notes.

Payment of Interest. The Borrower (a) Interest shall accrue daily on the Outstanding Principal Balance at a rate of 11.00% per annum (which rate shall automatically be increased to 13.00% per annum after the occurrence and during the continuance of an Event of Default) from, and including, the Issue Date to, but excluding, the Maturity Date; provided that (i) if the Issuer elects to pay PIK Interest pursuant to Section 3(c) with respect to any Interest Period commencing on or after the Issue Date and prior to the Agent date that is two (2) years after the Issue Date, such PIK Interest shall accrue for any such Interest Period on the Outstanding Principal Balance at a rate of 13.00% per annum. (b) Interest shall be payable in arrears on each Interest Payment Date in accordance with Section 3(c). Interest will be computed on the basis of a 360-day year composed of twelve 30-day months. (c) For any Interest Period ending prior to the second anniversary of the Issue Date, the Issuer may, at its option, elect to pay interest on the outstanding Notes: (i) entirely or in part in cash (“Cash Interest”) on the applicable Interest Payment Date (any Interest Payment Date on which Cash Interest is paid, a “Cash Interest Payment Date”) (it being understood and unpaid principal agreed that if the Issuer elects to make a Cash Interest payment, the Holder may request the Issuer’s assistance to identify any shareholder(s) of the Corporation who may be seeking to sell their shares of the Corporation and the Issuer agrees to use commercially reasonable efforts to provide such requested assistance); or (ii) entirely or in part by adding the aggregate amount of interest for such Interest Period (less the amount paid as Cash Interest, if applicable) to the Outstanding Principal Balance of this Note (“PIK Interest”) with effect from the applicable Interest Payment Date (such Interest Payment Date, a “PIK Interest Payment Date”), in each Loancase, in accordance with, and not in duplication of, Section 3(e) below. From and after the second anniversary of the Issue Date, interest on the Notes shall be paid in full as Cash Interest. For any Interest Period ending prior to the second anniversary of the Issue Date, the Issuer must elect the form(s) of interest payment with respect to each Interest Period by delivering a notice to the Holder at least five Business Days prior to the last day of each Interest Period. In the absence of such an election for any Interest Period, interest on this Note shall be payable according to the election for the immediately preceding Interest Period or, in the case of the first Interest Period, as PIK Interest. (d) On each Cash Interest Payment Date, the Issuer shall pay the accrued interest by wire transfer of immediately available funds to the account specified by the Holder thereof or, if no such account is specified, by wire transfer of immediately available funds to the account specified on Schedule I hereto. Prior to the second anniversary of the Issue Date, if such payment is not made within five Business Days of the applicable Cash Interest Payment Date, the Issuer shall be deemed to have instead made a PIK Interest election with respect to such Interest Period only (but not for purposes of a deemed election under the final paragraph of Section 3(c)), and the PIK Interest with respect to such deemed PIK Interest election shall automatically be deemed paid on the applicable PIK Interest Payment Date in accordance with Section 3(e). (e) On each PIK Interest Payment Date, and without duplication of Section 3(c)(ii) above, (i) for the account Outstanding Principal Balance of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan this Note shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated increased by the Borrower in the related Borrowing Notice or PIK Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Costfor such PIK Interest Payment Date and this Note shall represent such increased Outstanding Principal Balance, (ii) for the account of the Swing Line Lender Issuer shall make a record in the case Note Register of Swing Line Loans at such increase in the Swing Line RateOutstanding Principal Balance of this Note (provided that the failure by the Issuer to make such record shall have no effect on the validity of such increase), and (iii) no separate Note will be issued with respect to such PIK Interest. (f) Notwithstanding anything in this Note to the contrary, if at the end of any accrual period (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the issuance of this Note (as determined for U.S. federal income tax purposes), the aggregate amount of accrued and unpaid interest (specifically including any amounts treated as interest for federal income tax purposes, including original issue discount (“OID”)) on this Note would, but for this Section 3(f), exceed an amount equal to the product of the issue price of this Note (as defined in Sections 1273(b) and 1274(a) of the Code) multiplied by the yield to maturity (as defined in Section 1.1272-1(b)(1)(i) of the Treasury Regulations) of this Note (the product being referred to as the “Maximum Accrual”) so that, but for the account operation of each Competitive Bid Lenderthis Section 3(f), for this Note would constitute an applicable high yield discount obligation under Section 163(i) of the Code and would be subject to the application of Section 163(e)(5) of the Code, the Issuer shall prepay in cash (no later than the end of any applicable accrual period commencing under this Section 3(f)), without premium or penalty, all accrued and unpaid interest, including PIK Interest, and OID on this Note as of the date end of such Competitive Bid Loan until such Competitive Bid Loan is paid accrual period in full at excess of an amount equal to the Absolute Rate. Interest on each Loan Maximum Accrual, which shall be paid on by the earlier Issuer to the “holder” of this Note (a) in each, an “AHYDO Catch-Up Payment”). For the case avoidance of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Perioddoubt, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision anything contained herein to the contrary, Holder may not reject any AHYDO Catch-Up Payment contemplated pursuant to this Section 3(f).

Payment of Interest. (a) The Borrower Borrowers shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) the Term Loan made by such Lender for the account of each Lender in the case of Revolving Loans period commencing on the first effective date of Amendment No. 5 and, with respect to any Eurodollar Rate Segment, the commencement of the Interest Period with respect to such Revolving Loan Segment until such Revolving Loan (but not including) the end of the applicable Interest Period or the date any Segment shall be repaid, Continued or be otherwise due at the then applicable Base Rate for Base Rate Segments or Eurocurrency applicable Eurodollar Rate for Eurodollar Rate Segments, as designated elected by the Borrower Borrowers in the related Borrowing Notice or applicable Interest Rate Selection Notice or as deemed elected by the Borrowers or otherwise applicable to such Loan as provided herein; PROVIDED, HOWEVER, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise) or if any other Event of Default shall have occurred and be continuing hereunder, all amounts outstanding hereunder plus shall bear interest thereafter at the Default Rate from the date such Event of Default occurred until the date such Event of Default is cured or waived. (in b) Interest on each Eurodollar Rate Segment shall be computed on the case basis of a Eurocurrency year of 360 days and interest on each Base Rate Loan Segment shall be computed on the basis of any Lender which is lent from a Lending Office year of 365/366 days, ands in the United Kingdom) the Mandatory Cost, (ii) each case calculated for the account actual number of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratedays elapsed. Interest on each the Term Loan shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly in arrears of on the last Business Day of each March, June, September and DecemberDecember commencing September 2000, commencing on December 31with respect to each Base Rate Segment, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest (ii) on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed each Eurodollar Rate Loan and if such Segment and, for any Eurodollar Rate Segment having an Interest Period extends for more than extending beyond three (3) months, at intervals of also on the date occurring every three (3) months after the first day commencement of such Interest Period, and (diii) upon payment in full of on the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryTerm Loan Termination Date.

Payment of Interest. (a) The Borrower Borrowers shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each LoanSegment of the Term Loan made by such Lender commencing on the date of determination of the interest rate applicable to such Segment until such Segment shall be due at the Base Rate applicable for each Business Day (and as applied for each day which is not a Business Day) during such period minus one percent (1%) for Base Rate Segments or the applicable Eurodollar Rate for Eurodollar Rate Segments. The applicable Eurodollar Rate for any Eurodollar Rate Segment shall be that Eurodollar Rate available for the entire Interest Period for such Eurodollar Rate Segment, which Interest Period has been designated by the Authorized Representative in the Request for Advance/Interest Rate Election and delivered to the Agent pursuant to either Sections 3.2 or 3.8 hereof. If any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest commencing on the date when due until, but excluding, the date thereafter when such amounts past due are paid in full (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Eurodollar Rate Loan Segment, until the end of the Interest Period with respect to any Lender Eurodollar Rate Segment at a rate of two percent (2%) above the applicable Eurodollar Rate for such Eurodollar Rate Segment and thereafter at a rate per annum which is lent from a Lending Office in shall be two percent (2%) plus the United Kingdom) the Mandatory CostBase Rate, (ii) for with respect to Base Rate Segments, at a rate of interest per annum which shall be two percent (2%) above the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Base Rate, and or (iii) in any case, the maximum rate permitted by applicable law, if lower. (b) Interest on each Term Loan Segment shall be computed on the basis of a year of 360 days and calculated in each case for the account actual number of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratedays elapsed. Interest on each Term Loan Segment shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly monthly in arrears of on the last Business Day of each Marchmonth commencing April 30, June1999 for each Base Rate Segment, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest (ii) on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed each Eurodollar Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, Segment and (diii) upon payment in full of the related principal amount of the Term Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. The (a) Each Borrower shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Loan made by such Lender in the case of Revolving Loans commencing on the first date of to such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is shall be paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any then applicable Base Rate Revolving Loan, quarterly in arrears of plus the last Business Day of each March, June, September and December, commencing on December 31, 2007, until Applicable Margin for Base Rate Loans or applicable Eurodollar Rate plus the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Applicable Margin for Eurodollar Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related LoanLoans; provided, however however, that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as interest during such Event of Default is continuing, until paid in full period at the Default Rate. (b) Interest on (i) each Base Rate notwithstanding Loan shall be computed on the basis of a year of 365/366 days and (ii) each Eurodollar Rate Loan shall be computed on the basis of a year of 360 days, calculated in each case for the actual number of days elapsed. Accrued interest on each Loan shall be paid (A) in the case of Base Rate Loans, on the 10th day of each calendar month (or, if such day is not a Business Day, on the next succeeding Business Day provided such succeeding Business Day falls within the same calendar month, otherwise, on the next preceding Business Day), and in the case of Eurodollar Rate Loans, on the last day of each Interest Period, (B) upon payment or prepayment of the principal amount of any provision herein to Loan or any portion thereof, on the contraryamount so paid or prepaid and (C) at the Term Loan Termination Date.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan shall be due at the then applicable Floating Rate for Floating Rate Loans or applicable LIBOR Rate for LIBOR Loans, as designated by the Authorized Representative pursuant to Sections 2.01 and 2.02 hereof or as otherwise provided herein; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter (i) in the case of a LIBOR Loan, until the end of the Interest Period with respect to such LIBOR Loan, at a rate of two percent (2%) above such LIBOR Rate and (ii) thereafter, and with respect to Floating Rate Loans, at a rate of interest per annum which shall be two percent (2%) above the Floating Rate or the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such amount is paid in full at full. (b) Interest on each Loan shall be computed on the Absolute Ratebasis of a year of 360 days and calculated for the actual number of days elapsed. Interest on each Loan shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly in arrears of on the last Business Day of each March, June, September and December, commencing on December March 31, 20071995, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed each Floating Rate Loan, (ii) on the last day of the applicable Interest Period for such Fixed Rate each LIBOR Loan and and, if such any Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such the Interest PeriodPeriod in respect of the related LIBOR Loan, and (diii) upon payment the principal amount of such Loan being paid or otherwise becoming due and payable in full full. The duration of the related Loan; providedinitial Interest Period for each Loan that is a LIBOR Loan shall be as specified in the initial Borrowing Notice. The Borrower shall have the option to elect the duration of subsequent Interest Periods and to convert the Loans in accordance with Section 2.10 hereof. If the Agent does not receive a notice of election of duration of an Interest Period or to convert by the time prescribed by Section 2.10 hereof, however that if any Event of Default the Borrower shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as deemed to have elected to convert such Event of Default is continuing, Loan to (or continue such Loan as) a Floating Rate Loan until paid the Borrower notifies the Agent in full at the Default Rate notwithstanding any provision herein to the contraryaccordance with Section 2.10.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan shall be due (i) in the case of each Revolving Credit Loan, at the Eurodollar Rate or the Base Rate, as elected or deemed elected by the Borrower or otherwise applicable to such Loan as herein provided, and (ii) in the case of each Swing Line Loan, at the rate per annum agreed to between the Borrower and NationsBank; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter (i) in the case of a Eurodollar Loan, at a rate of interest per annum which shall be two percent (2%) above the Eurodollar Rate for such Eurodollar Loan until the end of the Interest Period during which such payment was due, and thereafter at a rate of interest per annum which shall be two percent (2%) above the Base Rate, and (ii) in the case of a Base Rate Loan or a Swing Line Loan, at a rate of interest per annum which shall be two percent (2%) above the Base Rate, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such amount is paid in full at full. (b) Interest on the Absolute Rateoutstanding principal balance of each Loan shall be computed on the basis of a year of 360 days and calculated for the actual number of days elapsed. Interest on each Loan shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly in arrears of on the last Business Day of each December, March, June, September and DecemberJune or September, commencing on December 31, 20071996, until the final Termination Date, at which date the entire principal amount of on each Base Rate Loan and all accrued interest on the Loans shall be paid in full, (b) in the case of any each Swing Line Loan, as provided in Section 2.6(a(ii) and (b), (c) in on the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate each Eurodollar Loan and if such and, for any Eurodollar Loan having an Interest Period extends for more than three (3) of six months, at intervals also on the last day of three (3) months after the first day third month of such Interest Period, and (diii) upon payment or prepayment in full of the related principal amount of such Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on due at the earlier of (a) in the case of any then applicable Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the for Base Rate Loans shall be paid in full, (b) in the case of any Swing Line Loanor applicable Eurodollar Rate for Eurodollar Rate Loans, as designated by the Authorized Representative pursuant to Section 2.1; provided in Section 2.6(a) and (b)however, (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interestinterest thereafter at the Default Rate. (b) Notwithstanding Section 2.2(a), so long in respect of a Base Rate Loan made on the Effective Date, such Base Rate Loan shall bear interest on each day at the Prime Rate for such day plus the Applicable Margin for Base Rate Loans; provided that if the Borrower does not deliver a notice pursuant to Section 2.8 on or before the date falling 30 days after the Effective Date to Convert such Base Rate Loan into a Eurodollar Rate Loan then the interest rate in respect of such Base Rate Loan shall be, from that date, the Base Rate plus the Applicable Margin for Base Rate Loans. (c) Interest on each Base Rate Loan shall be computed on the basis of a year of 365/366 days and calculated in each case for the actual number of days elapsed. Interest on each Eurodollar Loan shall be computed on the basis of a year of 360 days and calculated in each case for the actual number of days elapsed. Interest on each Eurodollar Rate Loan shall be payable on the last day of the relevant Interest Period, any date that such Loan is prepaid or Converted, in whole or in part, and the Facility Termination Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, interest shall also be paid on the Business Day which falls three months after the beginning of such Interest Period. Interest on each Base Rate Loan shall be payable on the last Business Day of each March, June, September and December and the Facility Termination Date, as such Event of Default is continuingapplicable. Notwithstanding the foregoing, until paid in full interest accruing at the Default Rate notwithstanding any provision herein shall be payable from time to time upon demand of the contraryAgent.

Payment of Interest. The Borrower Between the Original Issue Date and April 24, 2008, interest shall pay to the Agent interest accrue on the outstanding Accreted Principal Amount at the rate of 8% per annum. In connection with the execution of this Note, the Company and unpaid principal amount the Holder have agreed that the accrued interest between the Original Issue Date and April 24, 2008 is $865,058, all of which is being converted by the Holder as of the date hereof into a total of 389,666 shares of the Company’s Common Stock in full satisfaction of such accrued interest. Beginning on April 24, 2008, interest shall accrue on the Accreted Principal Amount at the rate of 12% per annum. Interest shall be payable on a quarterly basis on January 1, April 1, July 1 and October 1 of each Loanyear (if any such date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day) (each, an “Interest Payment Date”), beginning on the first such date after the Original Issue Date, on each Forced Conversion Date and on the Maturity Date (each such date, an “Interest Payment Date”). Interest shall be payable on each Interest Payment Date and on the Maturity Date. Interest shall be payable on each Interest Payment Date in the following order: (i) if funds are legally available for the account payment of each Lender interest and the Equity Conditions have not been met, in cash only; (ii) if funds are legally available for the case payment of Revolving Loans commencing on interest and the first date of such Revolving Loan until such Revolving Loan shall be repaidEquity Conditions have been met, at the applicable Base Rate sole election of the Company, in cash or Eurocurrency Rate as designated shares of Common Stock which shall be valued solely for such purpose at 95% of the average of the VWAP for the 5 Trading Days immediately prior to such Interest Payment Date; (iii) if funds are not legally available for the payment of interest and the Equity Conditions have been met, in shares of Common Stock which shall be valued at 95% of the average of the VWAP for the 5 Trading Days immediately prior to such Interest Payment Date; (iv) if funds are not legally available for the payment of interest and the Equity Conditions have been waived by the Borrower Holder, in shares of Common Stock which shall be valued at 95% of the average of the VWAP for the 5 Trading Days immediately prior to the Interest Payment Date; and (v) if funds are not legally available for the payment of interest and the Equity Conditions have not been met, then, at the election of the Holder, such interest payment shall accrue to the next interest payment date or shall be accreted to the outstanding Accreted Principal Amount. The Holder shall have the same rights and remedies with respect to the delivery of any such shares of Common Stock as if such shares were being issued pursuant to Section 4 below. The Company shall notify the Holder if at any time the Company shall become unable to lawfully pay interest in cash. If at any time the Company has the right to pay interest in cash or Common Stock in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (manner specified in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, subsection (ii) for above, the account Company must provide the Holder with at least 10 Trading Days’ notice of the Swing Line Lender its election to pay such interest payment in the case shares of Swing Line Loans Common Stock. Any interest payment, whether paid in cash or shares, that is not paid within three Trading Days following an Interest Payment Date must be paid in cash, at the Swing Line Raterate of 18% per annum or the maximum rate permitted by applicable law, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan amount is paid in full at the Absolute Ratefull. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September From and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day occurrence of an Event of Default, regardless when the knowledge of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any an Event of Default is acquired by the Holder, interest shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as accrue on the Accreted Principal Amount at the rate of 18% per annum. In the event that such Event of Default is continuingsubsequently cured or waived, until the adjustment referred to in the preceding sentence shall cease to be effective as of the date of such cure; provided, however, that the interest as calculated at such increased rate during the continuance of such Event of Default shall continue to apply for the period from the initial occurrence of such Event of Default through and including the date of cure of such Event of Default. Any such additional interest accrued as a result of an Event of Default will be paid in full at on the Default Rate notwithstanding any provision herein to the contrarynext Interest Payment Date.

Payment of Interest. The Borrower shall pay to the Agent interest on the outstanding and unpaid principal amount of each Segment of the Term Loan and on each Revolving Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Segment or Revolving Loan until such Segment or Revolving Loan Loan, as the case may be, shall be repaid, at the applicable Base Rate or Eurocurrency Eurodollar Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratehereunder. Interest on each Segment and on each Revolving Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December March 31, 20072000, until until, as to any Base Rate Segment, the final Term Loan Termination Date, and as to any other Base Rate Loans, the Revolving Credit Termination Date, at which date as applicable the entire principal amount of and all accrued interest on the Loans Term Loan and the Revolving Loans, respectively, shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Eurodollar Rate Loan, on the last day of the applicable Interest Period for such Fixed Eurodollar Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (dc) upon payment in full of the Term Loan (or Segment thereof) or the related Revolving Loan; provided, however however, that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, interest thereafter (for so long as such Event of Default is continuing, ) until paid in full at the Default Rate notwithstanding any provision herein to the contraryRate.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan shall be due (i) in the case of each Revolving Credit Loan, at the Adjusted Eurodollar Rate or the Base Rate, as elected or deemed elected by the Borrower or otherwise applicable to such Revolving Credit Loan as herein provided, and (ii) in the case of each Swing Line Loan, at the rate per annum agreed to between the Borrower and the Swing Line Lender; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter (i) in the case of a Eurodollar Loan, at a rate of interest per annum which shall be two percent (2%) above the Adjusted Eurodollar Rate for such Eurodollar Loan until the end of the Interest Period during which such payment was due, and thereafter at a rate of interest per annum which shall be two percent (2%) above the Base Rate, and (ii) in the case of a Base Rate Loan or a Swing Line Loan, at a rate of interest per annum which shall be two percent (2%) above the Base Rate, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such amount is paid in full at full; provided further, it is expressly agreed that the Absolute Rateimposition of an additional rate of interest on amounts not paid when due as provided in this Section 2.03 shall not constitute a penalty or forfeiture. 34 (b) Interest on the outstanding principal balance of each Loan shall be computed on the basis of a year of 360 days and calculated for the actual number of days elapsed. Interest on each Loan shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly in arrears of on the last Business Day of each March, June, September September, December and DecemberMarch commencing June 30, commencing 1997, on December 31, 2007, until the final Termination Date, at which date the entire principal amount of each Base Rate Loan and all accrued interest on the Loans shall be paid in full, (b) in the case of any each Swing Line Loan, as provided in Section 2.6(a(ii) and (b), (c) in on the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate each Eurodollar Loan and if such and, for any Eurodollar Loan having an Interest Period extends for more than three (3) of six months, at intervals also on the last day of three (3) months after the first day third month of such Interest Period, and (diii) upon payment or prepayment in full of the related principal amount of such Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. The Borrower Company shall pay to the Agent all outstanding interest ------------------- due on the outstanding this Note semi-annually or earlier as provided in Section 5.2 herein. Interest will be payable on each of September 30 and unpaid principal amount March 31 (each an "INTEREST PAYMENT DATE") of each Loanyear this Note is outstanding, (i) for the account of each Lender in the case of Revolving Loans commencing on except that the first interest payment will be due on September 30, 1999. Interest shall accrue from the most recent date of such Revolving Loan until such Revolving Loan shall be repaidto which interest has been paid or, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent if no interest has been paid, from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan original issuance and shall continue until such Competitive Bid Loan is paid the following Interest Payment Date. Notwithstanding the foregoing, upon receipt of a notice of conversion in accordance with the provisions of Section 5 herein by either the Holder or the Company, interest shall be payable in full within five (5) days following conversion of the Note as to all accrued interest due on the principal sum outstanding under this Note that has been converted into the Company's Common Stock through such conversion date. Interest shall be calculated on the basis of a 360-day year and for the actual number of days elapsed. Interest hereunder will be paid to the person in whose name this Note is registered on the records of the Company regarding registration and transfers of the Note (the "NOTE REGISTER"); provided, however, ------------- -------- ------- that the Company's obligation to a transferee of this Note arises only if such transfer, sale or other disposition is made in accordance with the terms and conditions hereof and of the Securities Purchase Agreement, dated as of March 30, 1999, as amended from time to time (the "PURCHASE AGREEMENT"), executed by ------------------ the original Holder. All sums hereunder shall bear interest at the Absolute Raterate of 10% per annum from the Maturity Date through the date of payment or such earlier date in which this Note is accelerated or converted through and including the date of payment, or from the Interest Payment Date until the date of payment. Interest on each Loan All of the foregoing payments of interest (other than payments subsequent to the Maturity Date) shall be paid on the earlier of made in (a) in the case of any Base Rate Revolving Loan, quarterly in arrears such coin or currency of the last Business Day United States of each March, June, September America as at the time of payment is legal tender for payment of public and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fullprivate debt, (b) in the case of any Swing Line Loan, Common Stock (as provided defined in Section 2.6(a6), or (c) in any combination of (a) and (b), at the Company's option. For purposes of clause (cb), the value of one share of Common Stock shall be, on the Interest Payment Date, the Maturity Date or on the date of conversion of the Convertible Note pursuant to Section 5 hereof, as applicable, an amount that is equal to the average of the Per Share Market Value for one share of Common Stock for the twenty (20) Trading Days immediately preceding such date. Notwithstanding the foregoing, the Company is not permitted to pay any sums due hereunder in the case Company's Common Stock at any time when the Underlying Shares Registration Statement is not then effective or shares of any Fixed Rate LoanCommon Stock are not listed for trading. Notwithstanding anything to the contrary contained herein, on last day the Company may not issue shares of Common Stock in payment of the applicable Interest Period interest on principal if: (i) there is an insufficient number of authorized shares of Common Stock reserved (pursuant to Section 3.7 of the Purchase Agreement) for issue for full conversion of all of the Notes issued pursuant to the Purchase Agreement; (ii) such shares are not either registered for resale pursuant to the Registration Statement (as defined in the Registration Rights Agreement) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance acceptable to the Holder and the transfer agent for such Fixed Rate Loan and if shares, subject to receipt from the Holder of a representation from such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full Holder that it is not an Affiliate of the related LoanCompany; provided, however that if any (iii) such shares are not listed or quoted on the American Stock Exchange; or (iv) an Event of Default shall occur has occurred and be continuingis continuing or an event that, all amounts outstanding hereunder shall bear interest, so long as such with the passage of time or giving of notice or both would constitute an Event of Default Default, has occurred and is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, Term Loan made by such Lender for the period commencing on the date of such Term Loan until (but not including) the end of the applicable Interest Period or the date such Term Loan shall be Continued or be otherwise due (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaidTranche A Term Loan, at the then applicable Base Rate for Base Rate Segments or Eurocurrency applicable Eurodollar Rate for Eurodollar Rate Segments, as designated elected by the Borrower in the related applicable Borrowing Notice or Interest Rate Selection Notice or as deemed elected by the Borrower or otherwise applicable to such Loan as provided hereunder plus (herein, such payments to be made in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line RateDollars, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of (aii) in the case of any Base Rate Revolving the Tranche B Term Loan, at the applicable FF LIBOR Rate, such payments to be made in French Francs; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise) or if any other Event of Default shall have occurred and be continuing hereunder, all amounts outstanding hereunder shall bear interest thereafter at the Default Rate from the date such Event of Default occurred until the date such Event of Default is cured or waived. (b) Interest on the outstanding principal balance of the Term Loans shall be computed on the basis of a year of 360 days and calculated for the actual number of days elapsed. Interest on the Term Loans shall be paid (i) quarterly in arrears of on the last Business Day of each March, June, September and DecemberDecember commencing September 1997, commencing on December 31with respect to each Base Rate Segment, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest (ii) on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such each Fixed Rate Loan and if such Segment and, for any Fixed Rate Segment having an Interest Period extends for more than extending beyond three (3) months, at intervals of also on the date occurring every three (3) months after the first day commencement of such Interest Period, and (diii) upon payment in full of on the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryTerm Loan Termination Date.

Payment of Interest. (a) The Borrower Borrowers shall pay interest (i) to the Administrative Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Revolving Credit Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Loan until such Loan shall be due at the Eurodollar Revolver Rate or the Base Rate, as elected or deemed elected by such Borrower or otherwise applicable to such Loan as herein provided, (ii) to the Lender at its Lending Office making each Competitive Bid Loan, at the applicable Absolute Rate or Eurodollar Competitive Rate, as the case may be, and (iii) to the Administrative Agent in the case of each Swing Line Loan, at the Base Rate; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter (i) in the case of a Eurodollar Loan, at a rate of interest per annum of two percent (2%) above the applicable Eurodollar Revolver Rate for such Eurodollar Loan, (ii) in the case of a Base Rate Loan, at a rate of interest per annum which shall be two percent (2%) above the Base Rate, and (iii) in the case of a Competitive Bid Loan, at a rate of interest per annum which shall be two percent (2%) above the Absolute Rate or Eurodollar Competitive Rate, as the case may be, for such Competitive Bid Loan, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such amount is paid in full. (b) Interest on the outstanding principal balance of each Loan shall be computed on the basis of (x) in the case of a Eurodollar Loan or a Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Eurodollar Competitive Rate, a year of 360 days and calculated for the actual number of days elapsed and (y) in the case of a Base Rate Loan, a year of 365-366 days and calculated for the actual number of days elapsed. Interest on the outstanding principal balance of each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of arrears, such payment to be made not later than the last third (3rd) Business Day of each MarchApril, JuneJuly, September October and December, January commencing on December 31the third (3rd) Business Day of July 1997, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fulleach Base Rate Loan, (b) in on the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate each Eurodollar Loan and if such Interest Period extends for more Competitive Bid Loan, but in no event less frequently than at the end of each three (3) months, at intervals of three (3) months after the first day of such Interest Period, month period and (dc) upon payment in full of the related Loan; provided, however that if any Event principal amount of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full Loan at the Default Rate notwithstanding any provision herein to the contraryRevolving Credit Termination Date.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest on at the outstanding and unpaid principal amount of each Loan, Principal Office (i) for the account of each Lender in the case of each Revolving Loans Credit Loan, on the outstanding and unpaid principal amount of each Revolving Credit Loan made by such Lender for the period commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, due at the applicable Base Adjusted Eurodollar Rate or Eurocurrency Rate the Base Rate, as designated elected or deemed elected by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or otherwise applicable to such Loan as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Costherein provided, and (ii) for the account of the Swing Line each Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each making a Competitive Bid LenderLoan, on the outstanding and unpaid principal amount of such Competitive Bid Loan for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the applicable Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however however, that if any Event of Default shall occur have occurred and be continuing, all amounts outstanding hereunder shall bear interestinterest thereafter (i) in the case of a Eurodollar Loan, so long as at a rate of interest per annum which shall be two percent (2%) above the Adjusted Eurodollar Rate for such Eurodollar Loan until the end of the Interest Period during which such Event of Default occurred, and thereafter at a rate of interest per annum which shall be two percent (2%) above the Base Rate, (ii) or in the case of a Competitive Bid Loan, at a rate of interest per annum which shall be two percent (2%) above the applicable Absolute Rate for such Competitive Bid Loan until the end of the Interest Period during which such Event of Default occurred, and thereafter at a rate of interest per annum which shall be two percent (2%) above the Base Rate, and (iii) in the case of a Base Rate Loan, at a rate of interest per annum which shall be two percent (2%) above the Base Rate, or in each of (i), (ii) and (iii) above, the maximum rate permitted by applicable law, whichever is continuinglower, from the date such amount was due and payable until the date such amount is paid in full; provided further, it is expressly agreed that the imposition of an additional or higher rate of interest as provided in this Section 2.04 shall not constitute a penalty or forfeiture. (b) Interest on the outstanding principal balance of each Loan shall be computed on the basis of a year of 360 days and calculated for the actual number of days elapsed. Interest on each Loan shall be paid (i) quarterly in arrears on the first Business Day of each February, May, August and November commencing November 2, 1998, on each Base Rate Loan, (ii) on the last day of the applicable Interest Period for each Fixed Rate Loan and, for any Eurodollar Rate Loan having an Interest Period longer than three months also on the last day of every third month of such Interest Period, and (iii) upon payment or prepayment in full at of the Default Rate notwithstanding any provision herein to principal amount of such Loan (or the contrarydate such payment or prepayment is due if earlier).

Payment of Interest. The Borrower (a) Interest shall pay to the Agent interest be calculated on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case basis of a Eurocurrency Rate Loan 360-day year, counting the actual number of any Lender which is lent days elapsed from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on including the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute RateAdvance to and excluding the date of payment. Interest on each Loan Prime Rate Advance shall be paid due and payable in arrears on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day day of each March, June, September September, and December, for the three-month period then ending, commencing on December 31, 20072004, until and at maturity. Interest on each Eurodollar Advance shall be due and payable in arrears on the final Termination Datelast day of the Interest Period applicable thereto, and at maturity. (b) The parties hereto intend to conform strictly to applicable usury laws as in effect from time to time during the term of the Revolving Loan. Accordingly, if any transaction contemplated hereby would be usurious under applicable law (including the laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable), then, in that event, notwithstanding anything to the contrary in this Agreement or the Notes, the Borrower and the Lender agree that the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged or received under, or in connection with, this Agreement shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to the Borrower by the Lender. (c) Upon the occurrence of any Default (as such term is defined in Section 5.1), the rate of interest on the Notes (the “Default Rate of Interest”) shall be three percent (3%) above the interest rate otherwise applicable from the date of occurrence, and during the continuance, of the Default. (d) All payments received by the Lender from, or on behalf of, the Borrower shall first be applied to amounts due under Section 1.7, second to accrued interest under the Revolving Note, and third to principal amounts outstanding under the Revolving Note; provided, however, that following and during any Event of Default (as such term is defined in Section 5.1), all payments received on account of the Borrower’s Liabilities (as such term is defined in Section 1.6) shall be applied in whatever order, combination and amounts as the Lender, in its sole and absolute discretion, decides, to all costs, expenses and other indebtedness owing to the Lender. (e) The Borrower will pay to the Lender in immediately available funds, at which date its office at the entire address as specified in Section 6.3, or such other address as the Lender shall specify in writing, all amounts payable to it in respect of the Loan Documents (including, without limitation, the principal of, or interest on, the Notes then held by the Lender) without any setoff, deduction, counterclaim, protest, demand or presentation or any other notice or formality. The Lender may, if it so determines, make notation of each payment of principal on the Notes, and it will promptly make such notation if the Borrower shall so request. The Lender may also, if it so determines, make notation on the face of the Notes or elsewhere of any modification, amendment, alteration, guaranty or assumption of the Notes. The aggregate unpaid principal amount shown on the face of, or elsewhere on, the Notes shall, absent manifest error, be conclusive evidence of the principal amount owing and unpaid on the Notes. The failure to record any such amount on such schedule, however, shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Notes. (f) Subject to the terms and conditions of this Agreement, including, without limitation, Section 1.5, the Borrower may, upon at least one Business Day’s notice to the Lender, prepay (subject to the indemnification and payments by Borrower pursuant to Section 1.8(d)) a portion of the principal amount of and all a Eurodollar Advance in a minimum aggregate amount of $100,000 or any larger integral multiple of $100,000 by paying the principal amount to be prepaid, together with unpaid accrued interest thereon to the date of prepayment; provided, however, that the date of prepayment shall be considered to be the Business Day following receipt of the prepayment by the Lender unless such prepayment is received by the Lender before 1:00 p.m. Chicago time and is made in immediately available funds. (g) If any payment to be made by the Borrower hereunder shall become due on a day other than a Business Day, such payment shall be made on the Loans next succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment. All sums and amounts due, owing, or otherwise payable under any of the Loan Documents shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day such currency of the applicable Interest Period United States of America that shall be legal tender for such Fixed Rate Loan the payment or all debts and if such Interest Period extends for more than three (3) monthsdues, public or private, at intervals the time of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrarypayment.

Payment of Interest. The Borrower shall pay Subject to subparagraph 6(c)(xviii)(C) hereof, interest will accrue from the Agent interest date hereof at the rate of thirteen percent (13%) per annum on the outstanding and unpaid principal amount of each Loan, (i) this Debenture outstanding from time to time on the basis of a 360-day year for the account actual number of days elapsed. Subject to paragraph 4 hereof, the Company will pay to the Holder all accrued and unpaid interest on this Debenture on October 15, 1997 and quarterly thereafter, in arrears, on the 15th day of January, the 15th day of April, the 15th day of July and the 15th day of October (each, an "Interest Payment Date") to and including the earlier to occur of the Conversion Date (hereinafter defined) or the Due Date (hereinafter defined). Interest will accrue at the greater of the Default Rate (hereinafter defined) and the rate of fifteen percent (15%) per annum on any principal payment past due under this Debenture and, unless prohibited under applicable law (and if so prohibited then only to the extent not so prohibited), on any interest which has not been paid on the date on which it is due and payable (without giving effect to any applicable grace periods or paragraph 4 hereof) until such time as payment therefor is actually delivered to the Holder. On each Lender Interest Payment Date other than the Due Date (as defined below), in payment of the interest due on this Debenture on such Interest Payment Date, the Company shall deliver to the Holder of this Debenture a new Debenture (an "Accrued Interest Debenture"), in the case form of Revolving Loans commencing this Debenture, dated such Interest Payment Date (and bearing interest from such Interest Payment Date) and having a principal amount corresponding to the interest due on this Debenture on such Interest Payment Date. On the first date Due Date, in payment of the interest due on this Debenture on such Revolving Loan until such Revolving Loan date, the Company shall be repaiddeliver, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account option of the Swing Line Lender in the case of Swing Line Loans at the Swing Line RateHolder, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of either (a) a cash payment in the case of any Base Rate Revolving Loansuch amount, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, or (b) in the case number of any Swing Line Loanshares of Common Stock, as provided in Section 2.6(a) and par value $.01 per share (b"Common Stock"), (c) into which Accrued Interest Debentures would be convertible pursuant to Section 6 hereof if Accrued Interest Debentures had been issued to the Holder on the Due Date in payment of such interest and such Accrued Interest Debentures were converted by the case of any Fixed Rate Loan, on last day Holder immediately thereafter. Unless the Holder gives the Company not less than 10 days' prior written notice of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day exercise of such Interest Periodoption, and (d) upon the Holder shall be deemed to have irrevocably elected to receive payment of such interest in full cash on the Due Date. Any exercise or deemed exercise of the related Loan; provided, however that if such option shall be binding on any Event subsequent Holder of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrarythis Debenture.

Payment of Interest. The Borrower shall pay to the Agent interest on the outstanding and unpaid principal amount of each Loan, (i) for Segment of the account of each Lender in the case of Revolving Loans Term Loan commencing on the first date of determination of the interest rate applicable to such Revolving Loan Segment until such Revolving Loan Segment shall be repaid, due at the applicable Base Rate or Eurocurrency Rate Eurodollar Rate, as the case may be, as designated by the Borrower in the related applicable Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in hereunder. Interest shall be computed on the case basis of a Eurocurrency year of 365 days for Base Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) Loans and 360 days for the account of the Swing Line Lender in the case of Swing Line Eurodollar Rate Loans at the Swing Line Rate, and (iii) calculated for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rateactual days elapsed. Interest on each Segment of the Term Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving LoanSegment, quarterly in arrears of the last Business Day of each December, March, June, September June and DecemberSeptember, commencing on December 31September, 20071997, until the final Term Loan Termination Date, at Date on which date the entire principal amount of and all accrued interest on the Loans Term Loan shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Eurodollar Rate LoanSegment, on last day of the applicable Interest Period for such Fixed Rate Loan Segment and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (dc) upon payment in full of the related Term Loan; providedPROVIDED, however HOWEVER, that if any Event of Default set forth in SECTION 11.1(A), (B), (C) (only with respect to defaults in the performance or observance of any covenant set forth in ARTICLE X), (G) OR (H) hereof shall occur have occurred and be continuing, all amounts outstanding hereunder shall bear interest, so long as interest thereafter at the Default Rate from the date such Event of Default occurred until the date such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrarycured or waived.

Payment of Interest. The Borrower shall pay Each Note will accrue interest at a rate equal to 13% per annum from the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from the date of issuance provided in the certificate representing such Note until, subject to the Agent interest on provisions of clause (d) of this Section 2.04, the outstanding and unpaid date the principal amount of each Loansuch Note is paid or deemed paid or (subject to Section 10.02(h)) the Conversion Settlement Date, as the case may be, pursuant to clause (i) for of this Section 2.04(a) or any of Article 3, Section 4.14, Section 10.02 or Article 11 hereof. Interest will be computed on the account basis of a 360-day year comprised of twelve 30-day months. Interest will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each Lender year (each, an “Interest Payment Date”), beginning March 31, 2022, to the Holder of each Note as of the Close of Business on the March 15, June 15, September 15 and December 15, as the case may be, immediately preceding the applicable Interest Payment Date whether or not a Business Day (each such date, a “Regular Record Date”), regardless of whether such Note is converted, repurchased or redeemed after such Regular Record Date. The interest payable on a Note on each Interest Payment Date will be paid in cash in an amount equal to the amount payable on such Interest Payment Date if the annual interest rate on such Note was 9%, and the balance of the interest on such Note payable on such Interest Payment Date shall be paid as an increase in the case of Revolving Loans commencing on the first date principal amount of such Revolving Loan until such Revolving Loan Note. The principal of, the Change of Control Repurchase Price, the Four Year Repurchase Price or the Redemption Price for, and the cash portion of any interest on, any Note shall be repaid, payable at the applicable Base Rate office or Eurocurrency Rate as agency of the Paying Agent designated by the Borrower in Company maintained for such purpose (which shall initially be the related Borrowing Notice office of the Trustee maintained for such purpose), or Interest Rate Selection Notice at such other office or agency of the Company as otherwise provided hereunder plus (in may be maintained for such purpose pursuant to Section 2.06(a). Payments of the case principal of, the Change of a Eurocurrency Rate Loan Control Repurchase Price, the Four Year Repurchase Price or the Redemption Price for, and the cash portion of any Lender which is lent from a Lending Office in interest on, any Global Note will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. Payments of the principal of, the Change of Control Repurchase Price, the Four Year Repurchase Price or the Redemption Price for, and the cash portion of any interest on, any Definitive Note shall be payable to the applicable Holder of such Note by wire transfer to an account of such Holder within the United Kingdom) the Mandatory CostStates, (ii) for the by wire transfer of immediately available funds to such account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon relevant payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrarydate.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan hereof until such Competitive Bid Loan is shall be paid in full full, at the Absolute then applicable Base Rate; provided, however, that upon the occurrence and during the continuation of any Event of Default, the outstanding principal amount of all Loans and, to the extent permitted by applicable law, any interest payments thereon not paid when due and any fees and other amounts then due and payable hereunder, shall thereafter bear interest payable upon demand at the Default Rate (or, in the case of any such fees and other amounts, at a rate equal to the Default Rate). (b) Interest on each Loan shall be computed on the basis of a year of 360 days and calculated in each case for the actual number of days elapsed. Interest on each Loan shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly monthly in arrears of on the last Business Day of each March, June, September month and December, commencing on December 31, 2007, until (ii) upon the final Termination Date, at which date the entire payment of any principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b)including, (c) in the case of any Fixed Rate Loanwithout limitation, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any principal amount of such Loan and termination of this Agreement. (c) So long as no Event of Default shall occur have occurred and be continuing, all amounts outstanding hereunder shall bear interestBorrower may pay in kind a portion of the accrued interest equal to the PIK Amount, so long as on or before the date such interest is due, in a principal amount equal to the PIK Amount. "PIK Amount" means an amount equal to the interest which would have accrued on the Loans at a per annum rate of 1.50% for the applicable interest period. Borrower's payment in kind of the PIK Amount during the existence of an Event of Default is continuing, until paid shall not serve to satisfy Borrower's obligation to pay interest in full at on the Default Rate notwithstanding any provision herein date due, unless Agent otherwise agrees in writing. Subject to the contrarypreceding sentence, the aggregate principal PIK Amount shall be deemed added to the outstanding principal balances of the Loans held by the Lenders, on a pro rata basis, and shall thereafter accrue interest in the same manner as all other outstanding principal. Agent's acceptance of, or failure to reject, payment in kind of such accrued interest shall not constitute a waiver of any Event of Default.

Payment of Interest. (a) The Borrower period for which each Interim Loan is outstanding shall pay to the Agent be divided into successive interest periods (each, an “Interest Period”) (save that for each Interim Revolving Loan there shall only be one Interest Period), each of which will start on the outstanding and unpaid principal amount expiry of each Loanthe previous Interest Period or, (i) for the account of each Lender in the case of the first Interest Period for any Interim Bridge Facility Loan (or the Interest Period for each Interim Revolving Loans commencing Loan), on the first date relevant Drawdown Date. (b) A Borrower shall select an Interest Period of such Revolving Loan until such Revolving Loan shall be repaidone, at two, three, four weeks, sixty (60) days or ninety (90) days (or any other period agreed with the Interim Facilities Agent acting on the instruction of all the Interim Lenders) or any other period ending on the Final Repayment Date in respect of an Interim Utilisation that is a Term Rate Loan, or if the Interim Utilisation is in a Compounded Rate Currency, any Interest Period specified in respect of that currency in the applicable Base Compounded Rate Terms or Eurocurrency Rate as designated by any other period ending on the Final Repayment Date, in each Drawdown Request and (in relation to subsequent Interest Periods for any Interim Bridge Facility Loan) thereafter no later than 11.00 a.m. (London time) one (1) Business Day prior to the end of the existing Interest Period for the relevant outstanding Interim Bridge Facility Loan. If the Borrower does not select an Interest Period in the related Borrowing Notice relevant Drawdown Request, the default Interest Period shall (subject to paragraph (d) below) be four (4) weeks (or, if the Interim Utilisation is in a Compounded Rate Currency, the period specified in respect of that currency in the applicable Compounded Rate Terms) (or, if earlier, a period ending on the Final Repayment Date). (c) Each Borrower must pay accrued interest on (i) each Interim Loan that is a Term Rate Loan on the last day of each Interest Period or (ii) each Interim Loan that is a Compounded Rate Loan, on the last day of each Interest Period or if later, on the date falling three (3) applicable RFR Banking Days after the date on which the Interim Facilities Agent notifies such Borrower of the amount of the relevant Compounded Rate Selection Notice Interest Payment for that Interim Loan in respect of that Interest Period in accordance with paragraph (c)8.5(c) of Clause 8.5 (Interest calculation), and, in each case, on any date on which an Interim Loan is repaid or as prepaid. (d) Notwithstanding paragraphs (a) and (b) above, no Interest Period will extend beyond the Final Repayment Date. (e) If an Interest Period would otherwise provided hereunder plus (end on a day which is not a Business Day, in the case of a Eurocurrency Term Rate Loan of any Lender which Loan, that Interest Period will instead end on the next Business Day in that calendar month (if there is lent from a Lending Office in one) or the United Kingdompreceding Business Day (if there is not) the Mandatory Cost, (ii) for the account of the Swing Line Lender and in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed a Compounded Rate Loan, the business day conventions as set out in the applicable Compounded Rate Terms, in each case, provided that no Interest Period will extend beyond the Final Repayment Date. (f) If there is a repayment, prepayment or recovery of all or any part of an Interim Loan that is not a Compounded Rate Loan or an Interim Loan denominated in USD other than on the last day of its Interest Period, each Borrower will pay the Interim Finance Parties promptly following demand their break costs (if any). The break costs will be the amount by which (i) the interest (excluding the Margin) which would have been payable at the end of the relevant Interest Period on the amount of the Interim Loan that is not a Compounded Rate Loan or an Interim Loan denominated in USD repaid, prepaid or recovered exceeds (ii) the amount of interest the Interim Lenders would have received by placing a deposit equal to the relevant amount with leading banks in the relevant interbank market for a period starting on the Business Day following receipt and ending on the last day of the applicable relevant Interest Period for such Fixed (the “Break Costs”). For the avoidance of doubt, no Break Costs shall apply to a Compounded Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment or an Interim Loan denominated in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryUSD.

Payment of Interest. The Borrower shall pay to the Agent interest on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Fixed Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Costhereunder, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Base Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 20072003, until the final Revolving Credit Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however however, that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. (a) The Borrower Borrowers shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) Revolving Loan made by such Lender for the account of each Lender in the case of Revolving Loans period commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, due at the applicable Base Rate applicable for each Business Day (and as applied for each day which is not a Business Day) during such period minus one percent (1%) for Base Rate Loans or Eurocurrency the applicable Eurodollar Rate as for Eurodollar Rate Loans. The applicable Eurodollar Rate for any Eurodollar Rate Loan shall be that Eurodollar Rate available for the entire Interest Period for such Eurodollar Rate Loan, which Interest Period has either been designated by the Borrower Authorized Representative in the related Borrowing Notice or Request for Advance/Interest Rate Selection Notice Election and delivered to the Agent pursuant to Sections 2.1 or as otherwise provided 2.9 hereof or, in the absence of such designation and delivery, has been determined for the corresponding Interest Period determined in accordance with Section 2.1(d)(iii) hereof. If any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder plus shall bear interest commencing on the date when due until, but excluding, the date thereafter when such amounts past due are paid 23 in full (i) in the case of a Eurocurrency Eurodollar Rate Loan, until the end of the Interest Period with respect to any Eurodollar Rate Loan at a rate of any Lender two percent (2%) above the applicable Eurodollar Rate for such Eurodollar Rate Loan and thereafter at a rate per annum which is lent from a Lending Office in shall be two percent (2%) plus the United Kingdom) the Mandatory CostBase Rate, (ii) for with respect to Base Rate Loans, at a rate of interest per annum which shall be two percent (2%) above the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Base Rate, and or (iii) in any case, the maximum rate permitted by applicable law, if lower. (b) Interest on each Revolving Loan shall be computed on the basis of a year of 360 days and calculated in each case for the account actual number of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratedays elapsed. Interest on each Revolving Loan shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly monthly in arrears of on the last Business Day of each Marchmonth commencing April 30, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed 1999 for each Base Rate Loan, (ii) on the last day of the applicable Interest Period for such Fixed each Eurodollar Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (diii) upon payment in full of the related principal amount of such Revolving Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. The Borrower Borrowers shall pay to the Agent interest on the outstanding and unpaid principal amount of each Segment of the Term Loan or the Asset Sale Term Loan and on each Revolving Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Segment or Revolving Loan until such Segment or Revolving Loan Loan, as the case may be, shall be repaid, at the applicable Base Rate or Eurocurrency Eurodollar Rate as designated by the applicable Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratehereunder. Interest on each Segment and on each Revolving Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of on the last Business Day of each March, June, September and Decemberfiscal quarter of the Borrower, commencing on December July 31, 20072001, until until, as to any Base Rate Segment, the final Term Loan Termination Date or Asset Sale Term Loan Termination Date, as applicable, and as to any other Base Rate Loans, the Revolving Credit Termination Date, at which date as applicable the entire principal amount of and all accrued interest on the Loans Term Loan, Asset Sale Term Loan and the Revolving Loans, respectively, shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Eurodollar Rate Loan, on the last Business Day of each fiscal quarter of SEI and on the last day of the applicable Interest Period for such Fixed Eurodollar Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest PeriodLoan, and (dc) upon payment in full of the Term Loan or Asset Sale Term Loan (or Segment thereof), as applicable, or the related Revolving Loan; provided, however however, that if any Event of Default shall occur and be continuingcontinuing (unless the Required Lenders otherwise agree), all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, interest thereafter until paid in full at the Default Rate notwithstanding any provision herein to the contraryRate.

Payment of Interest. The Borrower (a) Interest shall pay to accrue at the Agent interest Contract Rate on the outstanding and unpaid principal amount of this Note outstanding from time to time, compounded annually on each LoanDecember 15; provided that so long as any Event of Default has occurred and is continuing, interest shall accrue to the extent permitted by law at the Contract Rate plus 2.0 percentage points per annum on the unpaid principal amount of this Note outstanding from time to time for the period beginning on the date on which such Event of Default occurs and ending on the date on which such Event of Default actually ceases to exist. Interest shall be computed on the basis of the actual number of days elapsed and a 360-day year. (b) So long as this Note remains outstanding, on each Quarterly Payment Date after the Closing Date the Company shall pay in cash to the holder of this Note all interest which has accrued thereon through such date; provided, that, (i) for the account Company may defer the payment of each Lender in all of the case of Revolving Loans commencing on interest that accrues prior to July 1, 2002 at a time during which the first date of Contract Rate is 15.0% (and such Revolving Loan until such Revolving Loan interest shall be repaidaccumulate as provided herein), at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, and (ii) for the account Company may defer the payment of up to 20% of the Swing Line Lender interest that accrues after July 1, 2002 at a time during which the Contract Rate is 15.0% (and such interest shall accumulate as provided herein), but in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on no event shall any such payment be deferred beyond the date of such Competitive Bid Loan until such Competitive Bid Loan on which the final principal payment on this Note is paid in full at due. Except to the Absolute Rate. Interest on each Loan shall be extent prohibited under applicable law (or as allowed pursuant to the immediately preceding sentence), any accrued interest which is not paid on the earlier of (a) in Quarterly Payment Date on which it is payable shall bear interest at the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, same rate at which date interest is then accruing on the entire principal amount of and all this Note. Any accrued interest on the Loans which for any reason has not theretofore been paid shall be paid in full, (b) in due and payable upon the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; outstanding principal balance of this Note. (c) For purposes hereof, the "Contract Rate" shall mean 15.00% per annum, provided, however that if any Event the Company's Cash Flow Leverage Ratio for two Consecutive Measurement Periods is less than or equal to 3.0 to 1.0 and as of Default shall occur and be continuing, the end of such second Measurement Period the Company has paid all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid accrued interest on this Note (including interest deferred pursuant to clause (b) above) in full at in cash, then thereafter, the Default Contract Rate notwithstanding any provision herein to the contraryshall be 12.00% per annum.

Payment of Interest. The Borrower shall pay to the Agent interest on the outstanding and unpaid principal amount of each Segment of the Term Loans and on each Revolving Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Segment or Revolving Loan until such Segment or Revolving Loan Loan, as the case may be, shall be repaid, at the applicable Base Rate or Eurocurrency Eurodollar Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratehereunder. Interest on each Segment and on each Revolving Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each MarchSeptember, December, March and June, September and December, commencing on December 31June 30, 20072000, until until, as to any Base Rate Segment, the final Term Loan A Termination Date or the Term Loan B Termination Date, as applicable, and as to any other Base Rate Loans, the Revolving Credit Termination Date, at which date as applicable the entire principal amount of and all accrued interest on the Term Loans and the Revolving Loans, respectively, shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Eurodollar Rate Loan, on the last day of the applicable Interest Period for such Fixed Eurodollar Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (dc) upon payment in full of the related Term Loan (or Segment thereof) or the related Revolving Loan; provided, however however, that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, interest thereafter until paid in full at the Default Rate notwithstanding any provision herein to the contraryRate.

Payment of Interest. The Borrower Company shall pay all outstanding ------------------- interest due on this Note semi-annually or earlier as provided in Section 5.2 herein. Interest will be payable on each of September 30 and March 31 (each an "Interest Payment Date") of each year this Note is outstanding. Interest shall --------------------- accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance and shall continue until the following Interest Payment Date. Notwithstanding the foregoing, upon receipt of a notice of conversion in accordance with the provisions of Section 5 herein by either the Holder or the Company, interest shall be payable in full within five (5) days following conversion of the Note as to all accrued interest due on the principal sum outstanding under this Note that has been converted into the Company's Common Stock through such conversion date. Interest shall be calculated on the basis of a 360-day year and for the actual number of days elapsed. Interest hereunder will be paid to the Agent interest person in whose name this Note is registered on the outstanding records of the Company regarding registration and unpaid principal amount transfers of each Loanthe Note (the "Note Register"). All sums hereunder shall bear interest, (i) for the account of each Lender in the case of Revolving Loans commencing ------------- payable on the first date of such Revolving Loan until such Revolving Loan shall be repaiddemand, at the applicable Base Rate or Eurocurrency Rate as designated by rate of 10% per annum from the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on Maturity Date through the date of payment or such Competitive Bid Loan earlier date in which this Note is accelerated or converted through and including the date of payment, or from the Interest Payment Date until such Competitive Bid Loan is paid in full at the Absolute Ratedate of payment. Interest on each Loan All of the foregoing payments of interest (other than payments subsequent to the Maturity Date) shall be paid on the earlier of made in (a) in the case of any Base Rate Revolving Loan, quarterly in arrears such coin or currency of the last Business Day United States of each March, June, September America as at the time of payment is legal tender for payment of public and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fullprivate debt, (b) in the case of any Swing Line Loan, Common Stock (as provided defined in Section 2.6(a6), or (c) in any combination of (a) and (b), at the Company's option (csubject to the provisions of this Section 1.3 and Section 5.12). For purposes of clause (b), the value of one share of Common Stock shall be, on the Interest Payment Date, the Maturity Date or on the date of conversion of the Convertible Note pursuant to Section 5 hereof, as applicable, an amount that is equal to the average of the Per Share Market Value for one share of Common Stock for the twenty (20) Trading Days immediately preceding such date. Notwithstanding the foregoing, the Company is not permitted to pay any sums due hereunder in the case Company's Common Stock at any time when resale of any Fixed Rate Loan, on last day such Common Stock by the Holder shall be restricted or limited by the terms and conditions of the applicable Interest Period Securities Act and the rules and regulations promulgated thereunder or shares of Common Stock are not listed for trading. Notwithstanding anything to the contrary contained herein, the Company may not issue shares of Common Stock in payment of the interest on principal if: (i) there is an insufficient number of authorized shares of Common Stock reserved (pursuant to Section 9.2 of the Securities Purchase Agreement, dated as of _______, 2001, executed by the Company and the original Holder, as amended from time to time (the "Purchase -------- Agreement")) for issue for full conversion of all of the Notes issued pursuant --------- to the Purchase Agreement; (ii) such shares are not either registered for resale or freely transferable by the Holder without volume restrictions pursuant to Rule 144(k) promulgated under the Act, as determined by outside counsel to the Company reasonably acceptable to the Holder pursuant to a written opinion letter addressed and in form and substance acceptable to the Holder and the transfer agent for such Fixed Rate Loan and if shares; (iii) such Interest Period extends for more than three shares are not listed or quoted on the American Stock Exchange or any Other Exchange (3as defined in the Purchase Agreement); (iv) monthsat any time when the Company is not in compliance with Section 5.10(g) of the Purchase Agreement with respect to such shares, (v) at intervals of three (3) months after any time when the first day issuance of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.shares would violate the

Payment of Interest. (a) The Borrower Borrowers shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) Revolving Loan made by such Lender for the account of each Lender in the case of Revolving Loans period commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, due at the applicable Base Rate applicable for each Business Day during such period minus one percent (1%) for Base Rate Loans or Eurocurrency the applicable Eurodollar Rate as for Eurodollar Rate Loans. The applicable Eurodollar Rate for any Eurodollar Rate Loan shall be that Eurodollar Rate available for the entire Interest Period for such Eurodollar Rate Loan, which Interest Period has either been designated by the Borrower Authorized Representative in the related Borrowing Notice or Request for Advance/Interest Rate Selection Notice Election and delivered to the Agent pursuant to Sections 2.1 or as otherwise provided 2.7 hereof or, in the absence of such designation and delivery, has been determined for the corresponding Interest Period determined in accordance with Section 2.1(d)(iii) hereof. If any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder plus shall bear interest commencing on the date when due until, but excluding, the date thereafter when such amounts past due are paid in full (i) in the case of a Eurocurrency Eurodollar Rate Loan, until the end of the Interest Period with respect to any Eurodollar Rate Loan at a rate of any Lender two percent (2%) above the applicable Eurodollar Rate for such Eurodollar Rate Loan and thereafter at a rate per annum which is lent from a Lending Office in shall be two percent (2%) plus the United Kingdom) the Mandatory CostBase Rate, (ii) for with respect to Base Rate Loans, at a rate of interest per annum which shall be two percent (2%) above the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Base Rate, and or (iii) in any case, the maximum rate permitted by applicable law, if lower. (b) Interest on each Revolving Loan shall be computed on the basis of a year of 360 days and calculated in each case for the account actual number of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratedays elapsed. Interest on each Revolving Loan shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly monthly in arrears of on the last Business Day of each March, June, September and December, month commencing on December May 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed 1998 for each Base Rate Loan, (ii) on the last day of the applicable Interest Period for such Fixed each Eurodollar Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (diii) upon payment in full of the related principal amount of such Revolving Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. (a) The Borrower Borrowers shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) Revolving Loan made by such Lender for the account of each Lender in the case of Revolving Loans period commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, due at the applicable Base Rate applicable for each Business Day during such period minus one percent (1%) for Base Rate Loans or Eurocurrency the applicable Eurodollar Rate as for Eurodollar Rate Loans. The applicable Eurodollar Rate for any Eurodollar Rate Loan shall be that Eurodollar Rate available for the entire Interest Period for such Eurodollar Rate Loan, which Interest Period has either been designated by the Borrower Authorized Representative in the related Borrowing Notice or Request for Advance/Interest Rate Selection Notice Election and delivered to the Agent pursuant to Sections 2.1 or as otherwise provided 2.7 hereof or, in the absence of such designation and delivery, has been determined for the corresponding Interest Period determined in accordance with Section 2.1(d)(iii) hereof. If any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder plus shall bear interest commencing on the date when due until, but excluding, the date thereafter when such amounts past due are paid in full (i) in the case of a Eurocurrency Eurodollar Rate Loan, until the end of the Interest Period with respect to any Eurodollar Rate Loan at a rate of any Lender two percent (2%) above the applicable Eurodollar Rate for such Eurodollar Rate Loan and thereafter at a rate per annum which is lent from a Lending Office in shall be two percent (2%) plus the United Kingdom) the Mandatory CostBase Rate, (ii) for with respect to Base Rate Loans, at a rate of interest per annum which shall be two percent (2%) above the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Base Rate, and or (iii) in any case, the maximum rate permitted by applicable law, if lower. (b) Interest on each Revolving Loan shall be computed on the basis of a year of 360 days and calculated in each case for the account actual number of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratedays elapsed. Interest on each Revolving Loan shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly monthly in arrears of on the last Business Day of each March, June, September and December, month commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed 1996 for each Base Rate Loan, (ii) on the last day of the applicable Interest Period for such Fixed each Eurodollar Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (diii) upon payment in full of the related principal amount of such Revolving Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. The Borrower Interest on the Notes shall pay accrue at the rate of 3.75% per annum, from September 29, 2009 until the principal thereof is paid or made available for payment. Interest shall be payable on April 1 and October 1 of each year (each, an “Interest Payment Date”), commencing April 1, 2010, to the Agent interest Person in whose name any Note is registered on the outstanding and unpaid Register at the close of business on any Regular Record Date with respect to the applicable Interest Payment Date. Notwithstanding the foregoing, any Notes or portion thereof surrendered for conversion after the close of business on the Regular Record Date for an Interest Payment Date but prior to the applicable Interest Payment Date shall be accompanied by payment from the Holder, whether or not such Holder was the Holder of record on the relevant date, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made: (1) with respect to conversions after the close of each Loanbusiness on September 15, 2014; (i2) for the account of each Lender in the case of Revolving Loans commencing on the first date of with respect to conversions during such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date the Company has given notice of such Competitive Bid Loan until such Competitive Bid Loan is paid in full a Fundamental Change pursuant to Section 10.01(4) to, and including, the second Scheduled Trading Day immediately preceding the corresponding Fundamental Change Repurchase Date; or (3) with respect to any overdue interest, if overdue interest exists at the Absolute Ratetime of conversion with respect to such Notes. Interest on each Loan the Notes shall be paid computed on the earlier basis of a three-hundred sixty (a360)-day year comprised of twelve (12) in thirty (30)-day months. The Company shall pay interest on: (i) any Global Notes by wire transfer of immediately available funds to the case of any Base Rate Revolving Loan, quarterly in arrears account of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire Depositary or its nominee; (ii) any Notes in certificated form having a principal amount of and all accrued less than $5,000,000, by check mailed to the address of the Person entitled thereto as it appears in the Register, provided, however, that, at maturity, interest will be payable as described in Section 2.03(b); and (iii) any Notes in certificated form having a principal amount of $5,000,000 or more, by wire transfer in immediately available funds at the election of the holder of such Notes duly delivered to the trustee at least five (5) Business Days prior to the relevant Interest Payment Date, provided, however, that, at maturity, interest will be payable as described in Section 2.03(b). If an Interest Payment Date is not a Business Day, payment shall instead be made on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Periodnext succeeding Business Day, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default no additional interest shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryaccrue thereon.

Payment of Interest. The Borrower Each Loan made by the Lender pursuant to this Agreement shall pay to the Agent bear interest on the outstanding and principal balance thereof from time to time unpaid principal amount of each Loan, at an annual rate equal to the LIBOR Rate (ias defined herein) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated interest period selected by the Borrower at its option for a period of one, three or six months, or such other periods as are agreed between the Borrower and the Lender (each, an "Interest Period"), and as set forth in the related Borrowing Notice notice of borrowing referred to in Section 1.02 hereof or the notice of Interest Rate Selection Notice or Period selection referred to in Section 1.05 hereof, as the case may be, plus 2.25% per annum, except as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratethis Section. Interest on each Loan shall be paid due and payable in full on the earlier of (ai) last day of the Interest Period applicable to such Loan and (ii) the date upon which the Lender demands that the Loan be repaid, and, in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than in excess of three (3) months, at intervals the end of three each calendar quarter occurring during the term thereof. The term "LIBOR Rate" shall have the meaning ascribed to it in the Revolving Credit Agreement, dated as of April 15, 1994, between the Lender and the Borrower, whether or not such Agreement shall have been terminated at the time of such interest calculation. If the Borrower fails to make any payment to the Lender of the principal of or interest on any Loan when such payment becomes due, such Loan shall accrue interest at a rate that is 1.0% per annum higher than the rate otherwise payable with respect to such Loan and such higher rate shall continue until such default in payment by the Borrower is cured. All computations of interest under the Note shall be made by the Lender on the basis of a year of 360 days, consisting of twelve 30-day months, for the actual number of days (3) months after including the first day of such Interest Period, and (dbut excluding the last day) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryelapsed.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until made by such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Revolving Loan until (but not including) the end of the applicable Interest Period or the date such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Revolving Loan shall be paid on the earlier of due (ai) in the case of Dollar Revolving Loans, at the Eurodollar Rate or the Base Rate, as elected by the Borrower in the applicable Borrowing Notice of Interest Rate Selection notice or as deemed elected by the Borrower or otherwise applicable to such Revolving Loan as provided herein, such payment to be made in Dollars, and (ii) in the case of FF Revolving Loans, at the applicable FF LIBOR Rate, such payments to be made in French Francs; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise) or if any other Event of Default shall have occurred and be continuing hereunder, all amounts outstanding hereunder shall bear interest thereafter at the Default Rate from the date such Event of Default occurred until the date such Event of Default is cured or waived. (b) Interest on the outstanding principal balance of each Revolving Loan shall be computed on the basis of a year of 360 days and calculated for the actual number of days elapsed. Interest on each Revolving Loan shall be paid (i) with respect to Base Rate Revolving LoanLoans, quarterly in arrears of on the last Business Day of each March, June, September and DecemberDecember commencing September 1997, commencing on December 31(ii) with respect to Fixed Rate Revolving Loans, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such each Fixed Rate Revolving Loan and if such for any Fixed Rate Revolving Loan having an Interest Period extends for more than extending beyond three (3) months, at intervals of also on the date occurring every three (3) months after the first day commencement of such Interest Period, and (diii) upon payment in full of the related principal amount of such Revolving Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) Revolving Loan made by such Lender for the account of each Lender in the case of Revolving Loans period commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, due at the then applicable Base Rate for Base Rate Loans or Eurocurrency applicable Eurodollar Rate for Eurodollar Rate Loans, as designated by the Borrower in Authorized Representative pursuant to Section 2.1 hereof; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise) or if any other Event of Default shall have occurred and be continuing hereunder, all amounts outstanding hereunder shall bear interest thereafter at the related Borrowing Notice Default Rate from the date such Event of Default occurred until the date such Event of Default is cured or waived. (b) Interest Rate Selection Notice or as otherwise provided hereunder plus (in on each Revolving Loan shall be computed on the case basis of a Eurocurrency Rate Loan year of any Lender which is lent from a Lending Office 360 days and calculated in the United Kingdom) the Mandatory Cost, (ii) each case for the account actual number of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratedays elapsed. Interest on each Revolving Loan shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly in arrears of on the last Business Day of each March, June, September and December, commencing on December 31September 30, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed 1997 for each Base Rate Loan, (ii) on the last day of the applicable Interest Period for such Fixed each Eurodollar Rate Loan and and, if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (diii) upon payment in full of the related principal amount of such Revolving Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. A. The Prime Rate as of the date of this Agreement is ____________ percent (_______%) per annum. In the event that the Prime Rate announced is, from time to time hereafter, changed, adjustment in the rate of interest payable by Borrower shall pay to be made as of 12:01 a.m. on the Agent first day of the calendar month following such change and shall be based on the Prime Rate prevailing on the last day of the month in which such change occurred. All interest on the outstanding Obligations shall be due and unpaid principal amount of each Loan, (i) for the account of each Lender in the case of Revolving Loans commencing payable on the first date (1st) day of each calendar month during the term of this Agreement and Capital shall, at its option, charge such Revolving Loan until such Revolving Loan interest and any and all Capital Expenses to Borrower's loan account with Capital, which amounts shall be repaid, thereupon constitute Obligations hereunder and shall thereafter accrue interest at the applicable Base Rate rate then provided under Section 2.5. B. Notwithstanding any provision to the contrary contained in this Agreement or Eurocurrency Rate as designated the other Loan Documents, Borrower shall not be required to pay, and Capital shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by law which parties may agree to in a written contract ("Excess Interest"). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any of the Borrower other Loan Documents, then in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus such event: (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom1) the Mandatory Cost, provisions of this subsection shall govern and control; (ii2) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan neither Borrower nor any guarantor shall be paid on the earlier of obligated to pay any Excess Interest; (3) any Excess Interest that Capital may have received hereunder shall be, at Capital's option, (a) in applied as a credit against the case of any Base Rate Revolving Loan, quarterly in arrears outstanding principal balance of the last Business Day Obligations of each March, June, September Borrower or accrued and December, commencing on December 31, 2007, until unpaid interest (not to exceed the final Termination Date, at which date the entire principal maximum amount of and all accrued interest on the Loans shall be paid in fullpermitted by law), (b) in refunded to the case of any Swing Line Loanpayor thereof, as provided in Section 2.6(a) and (b), or (c) in the case of any Fixed Rate Loan, on last day combination of the applicable Interest Period foregoing; (4) the interest rate(s) provided for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default herein shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein automatically reduced to the contrary.maximum lawful rate 115

Payment of Interest. The Borrower shall pay to the Agent interest on the outstanding and unpaid principal amount of each Loan, (i) for Segment of the account of each Lender in the case of Revolving Loans Term Loan commencing on the first date of determination of the interest rate applicable to such Revolving Loan Segment until such Revolving Loan Segment shall be repaid, due at the applicable Base Rate or Eurocurrency Rate Eurodollar Rate, as the case may be, as designated by the Borrower in the related applicable Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in hereunder. Interest shall be computed on the case basis of a Eurocurrency Rate Loan year of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) 360 days and calculated for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rateactual days elapsed. Interest on each Segment of the Term Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving LoanSegment, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December March 31, 20071998, until the final Term Loan Termination Date, at Date on which date the entire principal amount of and all accrued interest on the Loans Term Loan shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Eurodollar Rate LoanSegment, on last day of the applicable Interest Period for such Fixed Rate Loan Segment and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (dc) upon payment in full of the related Term Loan; providedPROVIDED, however HOWEVER, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), such amount shall bear interest thereafter at the Default Rate from date due until paid, PROVIDED, FURTHER, HOWEVER, that if an Event of Default occurs by reason of such non-payment then, from and after the occurrence of such Event of Default, and for so long as such Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full interest thereafter at the Default Rate notwithstanding any provision herein to the contraryRate.

Payment of Interest. The Borrower shall pay to the Agent interest Interest on the outstanding Term Loans shall be due and unpaid principal amount of payable in cash in arrears on each LoanInterest Payment Date and at other times as may be specified herein; provided that, (i) for with respect to the account of each Lender in the case of Revolving Loans commencing accrued and unpaid interest amount due on the first date March 31, 2023, 100% of such Revolving Loan until such Revolving Loan unpaid interest amount shall be repaidadded to the outstanding principal balance of the Term Loans on March 31, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost2023, (ii) for with respect to the account accrued and unpaid interest amounts due on each of June 30, 2023, September 29, 2023 and December 29, 2023, if, as of the Swing Line Lender close of business on June 28, 2023 (with respect to the Interest Payment Date on June 30, 2023), September 27, 2023 (with respect to the Interest Payment Date on September 27, 2023) and December 27, 2023 (with respect to the Interest Payment Date on December 29, 2023), the Loan Parties have cash balances in deposit accounts or securities accounts, which after giving pro forma effect to the case payment of Swing Line accrued and unpaid interest due on such Interest Payment Date, is less than $12,500,000, the Borrower may elect, by delivering a written notice setting forth such calculations in reasonable detail to the Administrative Agent and the Lenders on the Business Day immediately prior to such Interest Payment Date, to have 100% of such unpaid interest amount be added to the outstanding principal balance of the Term Loans at the Swing Line Rate, as of such Interest Payment Date and (iii) from the date that (x) the LOI has been executed by the Borrower and MDA and (y) the Borrower has received the Advance Payment (as defined in the Third Amendment) and through June 28, 2024, 100% of the accrued and unpaid interest on the Term Loans during such period shall be added to the outstanding principal balance of the Term Loans on each applicable Interest Payment Date that falls within such period. Amounts representing accrued interest which are added to the outstanding principal amount of Term Loans shall thereafter bear interest in accordance with this Section 2.14 and otherwise be treated as a Term Loan for purposes of this Agreement. In the account event of each Competitive Bid Lenderany repayment or prepayment of any Term Loan, for accrued interest on the period commencing principal amount repaid or prepaid shall be payable on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Raterepayment or prepayment. Interest on each Loan hereunder shall be paid on due and payable in accordance with the earlier of (a) in the case of terms hereof before and after any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryBankruptcy Event.”

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until made by such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Revolving Loan until (but not including) the end of the applicable Interest Period or the date such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Revolving Loan shall be paid on the earlier of due (ai) in the case of Dollar Loans, at the Eurodollar Rate or the Base Rate, as elected by the Borrower in the applicable Borrowing Notice of Interest Rate Selection notice or as deemed elected by the Borrower or otherwise applicable to such Revolving Loan as provided herein, such payment to be made in Dollars, and (ii) in the case of FF Revolving Loans, at the applicable FF LIBOR Rate, such payments to be made in French Francs; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise) or if any other Event of Default shall have occurred and be continuing hereunder, all amounts outstanding hereunder shall bear interest thereafter at the Default Rate from the date such Event of Default occurred until the date such Event of Default is cured or waived. (b) Interest on the outstanding principal balance of each Revolving Loan shall be computed on the basis of a year of 360 days and calculated for the actual number of days elapsed. Interest on each Revolving Loan shall be paid (i) with respect to Base Rate Revolving LoanLoans, quarterly in arrears of on the last Business Day of each March, June, September and DecemberDecember commencing March 1998, commencing on December 31(ii) with respect to Fixed Rate Revolving Loans, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such each Fixed Rate Revolving Loan and if such for any Fixed Rate Revolving Loan having an Interest Period extends for more than extending beyond three (3) months, at intervals of also on the date occurring every three (3) months after the first day commencement of such Interest Period, and (diii) upon payment in full of the related principal amount of such Revolving Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. (a) The Borrower Multicurrency Facilities Borrowers shall pay interest to the Agent interest for the account of each Multicurrency Facilities Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Domestic Loan made by such Multicurrency Facilities Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Domestic Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be due at the then applicable Floating Rate for Floating Rate Loans or applicable Fixed Rate for Fixed Rate Loans, such payments to be made in Dollars with respect to Loans made in Dollars, and at the Applicable Rate in the case of Domestic Loans made in Alternative Currency, such payments to be made in the appropriate Alternative Currency as designated by the Authorized Representative pursuant to Section 2.01 hereof or as otherwise provided herein; provided, however, that if any amount shall not be paid on the earlier of when due (aat maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter (i) in the case of any a Fixed Rate Loan, until the end of the Interest Period with respect to such Fixed Rate Loan, at a rate of two percent (2%) above such Fixed Rate and (ii) thereafter, and with respect to Floating Rate Loans, at a rate of interest per annum which shall be two percent (2%) above the Domestic Base Rate Revolving or the Floating CD Rate, as applicable, or the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such amount is paid in full. (b) Interest on each Domestic Loan shall be computed on the basis of a year of 360 days and calculated for the actual number of days elapsed provided that for Alternative Currency Loans for which a 365-day basis is the only market practice available to the Agent for such Loan, interest shall be calculated on the basis of a year of 365-366 days, as the case may be, for the actual days elapsed. Interest on each Domestic Loan shall be paid (a) quarterly in arrears of on the last Business Day of each March, June, September and Decemberfiscal quarter, commencing on December July 31, 20071996, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fulleach Floating Rate Loan, (b) in on the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such each Fixed Rate Loan and and, if such the Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such the Interest Period, Period and (dc) upon payment in full of on the related Loan; provided, however that if any Event of Default Revolving Credit Termination Date. Interest on amounts not paid when due shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrarypayable on demand.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) Revolving Loan made by such Lender for the account of each Lender in the case of Revolving Loans period commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, due at the then applicable Base Rate for Base Rate Loans, CD Rate for Fixed CD Rate Loans or Eurocurrency Eurodollar Rate for Eurodollar Rate Loans, as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice Authorized Representative pursuant to SECTION 2.04 hereof or as otherwise provided hereunder plus herein; PROVIDED, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), such amount shall bear interest thereafter until paid (i) in the case of a Eurocurrency Fixed Rate Loan Loan, until the end of any Lender which is lent from the Interest Period with respect to such Loan, at a Lending Office in rate of two percent (2%) above the United Kingdom) the Mandatory Costthen Fixed Rate for such Loan, and (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Ratethereafter, and with respect to Base Rate Loans, at a rate of interest per annum which shall be two percent (iii2%) for above the account of each Competitive Bid LenderBase Rate or the maximum rate permitted by applicable law, for the period commencing on whichever is lower, from the date of such Competitive Bid Loan amount was due and payable until the date such Competitive Bid Loan amount is paid in full at full. (b) Interest on each Revolving Loan shall be computed on the Absolute Ratebasis of a year of 360 days and calculated for the actual number of days elapsed. Interest on each Revolving Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of on the last Business Day of each December, March, June, June and September and December, commencing on December beginning March 31, 2007, until the final Termination Date, at which date the entire principal amount of 1998 for each Base Rate Loan and all accrued interest on the Loans shall be paid in fullFloating CD Rate, (b) in on the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such each Fixed Rate Loan and if such Interest Period extends for more than three (3) monthsmonths or 90 days, respectively, at intervals of three (3) months or 90 days, as appropriate, after the first day of such Interest Period, and (dc) upon payment in full of the related principal amount of such Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. The Each applicable Facility Borrower shall pay to the Agent interest on the outstanding and unpaid principal amount of each Segment of each Term Loan and on each Revolving Credit Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Segment or Revolving Credit Loan until such Segment or Revolving Loan Credit Loan, as the case may be, shall be repaid, at the applicable Base Rate or Eurocurrency Eurodollar Rate as designated by the such Facility Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratehereunder. Interest on each Segment and on each Revolving Credit Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly monthly in arrears of on the last Business Day of each March, June, September and Decembercalendar month, commencing on December January 31, 20072002, until until, as to any Base Rate Segment, the final Term Loan Termination Date, and as to any other Base Rate Loans, the Revolving Credit Termination Date, at which date as applicable the entire principal amount of and all accrued interest on the Term Loans and the Revolving Credit Loans, respectively, shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Eurodollar Rate Loan, on last day of the applicable Interest Period for such Fixed Eurodollar Rate Loan and if such and, with respect to any Eurodollar Rate Loan with an Interest Period extends for more greater than three (3) months, at intervals of on the date that is three (3) months after the first day date of such Interest Periodthe applicable Eurodollar Rate Loan, and (dc) upon payment in full of the Term Loans (or any Segments thereof) or the related LoanRevolving Credit Loans; provided, however however, that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, interest thereafter until paid in full at the Default Rate notwithstanding any provision herein to the contraryRate.

Payment of Interest. (a) The Borrower Borrowers shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each LoanSegment of the Term Loan made by such Lender commencing on the date of determination of the interest rate applicable to such Segment until such Segment shall be due at the Base Rate applicable for each Business Day during such period minus one percent (1%) for Base Rate Segments or the applicable Eurodollar Rate for Eurodollar Rate Segments. The applicable Eurodollar Rate for any Eurodollar Rate Segment shall be that Eurodollar Rate available for the entire Interest Period for such Eurodollar Rate Segment, which Interest Period has been designated by the Authorized Representative in the Request for Advance/Interest Rate Election and delivered to the Agent pursuant to either Sections 3.2 or 3.8 hereof. If any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest commencing on the date when due until, but excluding, the date thereafter when such amounts past due are paid in full (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Eurodollar Rate Loan Segment, until the end of the Interest Period with respect to any Lender Eurodollar Rate Segment at a rate of two percent (2%) above the applicable Eurodollar Rate for such Eurodollar Rate Segment and thereafter at a rate per annum which is lent from a Lending Office in shall be two percent (2%) plus the United Kingdom) the Mandatory CostBase Rate, (ii) for with respect to Base Rate Segments, at a rate of interest per annum which shall be two percent (2%) above the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Base Rate, and or (iii) in any case, the maximum rate permitted by applicable law, if lower. (b) Interest on each Term Loan Segment shall be computed on the basis of a year of 360 days and calculated in each case for the account actual number of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratedays elapsed. Interest on each Term Loan Segment shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly monthly in arrears of on the last Business Day of each March, June, September and December, month commencing on December January 31, 20071998 for each Base Rate Segment, until the final Termination Date, at which date the entire principal amount of and all accrued interest (ii) on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed each Eurodollar Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, Segment and (diii) upon payment in full of the related principal amount of the Term Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. The Borrower shall pay to the Agent interest (a) Interest on the outstanding and unpaid principal amount Notes will: (1) accrue from the date of each Loanissuance of any such Notes or, if interest has already been paid on any such Notes, from the most recent Interest Payment Date; (2) unless the Issuer makes a PIK Election (as defined below) with respect to an interest period, accrue for such interest period at the rate of 11.0% per annum, payable in cash, in arrears; (3) if the Issuer makes an election to pay a portion of the interest due with respect to an Interest Payment Date in the form of Additional Notes (a “PIK Election”) with respect to an interest period, accrue for such interest period at the rate of 13.0% per annum in the aggregate, of which (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan 9.0% per annum shall be repaidpayable in cash, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Costarrears, and (ii) 4.0% per annum shall be payable in the form of Additional Notes (in minimum denominations of $1,000 and integral multiples thereof, with any fractional Additional Notes being paid in cash), in arrears (“PIK Interest”); (4) be payable on each June 1 and December 1, commencing June 1, 2012, to Holders of record of the Notes as of the May 15 and November 15 immediately preceding the relevant interest payment date; and (5) be computed on the basis of a 360-day year comprised of twelve 30-day months. Any PIK Election shall specify the Interest Payment Date subject to the PIK Election and may only be made by written notice given to the Trustee and the Holders at least 20 Business Days prior to the record date for the account Interest Payment Date for which the PIK Election is to be made (it being understood that the issuance of a press release or the Swing Line Lender in filing or furnishing of a current report on Form 8-K with the case of Swing Line Loans at SEC shall be deemed to be written notice given to the Swing Line RateHolders). If an interest payment date falls on a day that is not a Business Day, the interest payment to be made on such interest payment date will be made on the next succeeding Business Day with the same force and effect as if made on such interest payment date, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date no additional interest will accrue as a result of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, delayed payment. (b) in If a PIK Election is made, the case of any Swing Line Loan, Additional Notes issued pursuant thereto will be identical to the originally issued Notes on which such Additional Notes are being issued as provided in Section 2.6(a) PIK Interest and (b), (c) in shall share the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long same CUSIP number as such Event of Default is continuingoriginally issued Notes, until paid in full at except that interest will begin to accrue from the Default Rate notwithstanding any provision herein to the contrarydate they are issued.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest on at the outstanding and unpaid principal amount of each Loan, Principal Office (i) for the account of each Lender in the case of each Revolving Loans Credit Loan, on the outstanding and unpaid principal amount of each Revolving Credit Loan made by such Lender for the period commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, due at the applicable Base Adjusted Eurodollar Rate or Eurocurrency Rate the Base Rate, as designated elected or deemed elected by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or otherwise applicable to such Loan as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Costherein provided, and (ii) for the account of the Swing Line each Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each making a Competitive Bid LenderLoan, on the outstanding and unpaid principal amount of such Competitive Bid Loan for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the applicable Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however however, that if any Event of Default shall occur have occurred and be continuing, all amounts outstanding hereunder shall bear interestinterest thereafter (i) in the case of a Eurodollar Loan, so long as at a rate of interest per annum which shall be two percent (2%) above the Adjusted Eurodollar Rate for such Eurodollar Loan until the end of the Interest Period during which such Event of Default occurred, and thereafter at a rate of interest per annum which shall be two percent (2%) above the Base Rate, (ii) or in the case of a Competitive Bid Loan, at a rate of interest per annum which shall be two percent (2%) above the applicable Absolute Rate for such Competitive Bid Loan until the end of the Interest Period during which such Event of Default occurred, and thereafter at a rate of interest per annum which shall be two percent (2%) above the Base Rate, and (iii) in the case of a Base Rate Loan, at a rate of interest per annum which shall be two percent (2%) above the Base Rate, or in each of (i), (ii) and (iii) above, the maximum rate permitted by applicable law, whichever is continuinglower, from the date such amount was due and payable until the date such amount is paid in full; provided further, it is expressly agreed that the imposition of an additional or higher rate of interest as provided in this Section 2.04 shall not constitute a penalty or forfeiture. (b) Interest on the outstanding principal balance of each Loan shall be computed on the basis of a year of 360 days and calculated for the actual number of days elapsed. Interest on each Loan shall be paid (i) quarterly in arrears on the first Business Day of each February, May, August and November commencing November 1, 1999, on each Base Rate Loan, (ii) on the last day of the applicable Interest Period for each Fixed Rate Loan and, for any Eurodollar Rate Loan having an Interest Period longer than three months also on the last day of every third month of such Interest Period, and (iii) upon payment or prepayment in full at of the Default Rate notwithstanding any provision herein to principal amount of such Loan (or the contrarydate such payment or prepayment is due if earlier).

Payment of Interest. (a) The Borrower shall pay interest to the ------------------- Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) Revolving Loan made by such Lender for the account of each Lender in the case of Revolving Loans period commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, due at the applicable Base Eurodollar Rate or Eurocurrency Rate the Base Rate, as designated elected or deemed elected by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice otherwise applicable to such Revolving Loan as herein provided, provided, however, that if any amount shall not be paid when due (at -------- ------- maturity, by acceleration or as otherwise provided otherwise), or if any Event of Default shall have occurred and be continuing, all amounts outstanding hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans shall bear interest thereafter at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on Default Rate from the date of such Competitive Bid Loan amount was due and payable until the date such Competitive Bid Loan amount is paid in full at or such Event of Default shall have been cured or waived. (b) Interest on each Revolving Loan shall be computed (i) on the Absolute Ratebasis of a year of 360 days and calculated for the actual number of days elapsed for each Eurodollar Rate Loan and (ii) on the basis of a year of 365/366 days and calculated for the actual number of days elapsed for each Base Rate Loan. Interest on each Loan shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly in arrears of on the last Business Day of each March, June, September and December, commencing June 30, 1999, on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed each Base Rate Loan, (ii) on the last day of the applicable Interest Period for such Fixed each Eurodollar Rate Loan and and, if such any Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such the Interest Period, Period in respect of the related Eurodollar Rate Loan and (diii) upon payment in full of the related Loan; provided, however that if any Event principal amount of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full the Loan at the Default Rate notwithstanding any provision herein to the contraryRevolving Credit Termination Date.

Payment of Interest. The Borrower shall pay to the Agent interest on the outstanding and unpaid principal amount of each Revolving Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, repaid at the applicable Base Rate or Eurocurrency Eurodollar Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Costhereunder, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans or at the Swing Line Rate, and (iii) for Fixed Rate to the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rateextent required hereunder. Interest on each Revolving Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of on the last Business Day of each March, June, September and December, commencing on December March 31, 20072000, until the final Eighth Amendment Closing Date, and then monthly in arrears on the last Business Day of each month commencing November 30, 2001, until the Revolving Credit Termination Date, at which date as applicable the entire principal amount of and all accrued interest on the Revolving Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Eurodollar Rate Loan, on the last day of the applicable Interest Period for such Fixed Eurodollar Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, (c) in the case of any Fixed Rate Loan, monthly in arrears on the last Business Day of each month, and (d) upon payment in full of the related Revolving Loan; provided, however however, that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, interest thereafter until paid in full at the Default Rate notwithstanding any provision herein to Rate. (v) Section 4.11 is of the contrary.Credit Agreement is amended in its entirety, so that as amended, it shall read as follows:

Payment of Interest. (a) The Borrower shall pay interest (i) to the Administrative Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of Revolving Credit Loan and each Term Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Loan until such Loan shall be due at the Eurodollar Rate or the Base Rate, as elected or deemed elected by the Borrower or otherwise applicable to such Loan as herein provided, (ii) to each Revolving Credit Lender making a Competitive Bid Loan at its Applicable Lending Office, at the applicable Absolute Rate or Eurodollar Competitive Rate, as the case may be, and (iii) to the Administrative Agent in the case of each Swing Line Loan, at the Base Rate; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter at a fluctuating interest rate per annum equal to the Default Rate, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such Competitive Bid Loan amount is paid in full at full. (b) Interest on the Absolute outstanding principal balance of each Loan shall be computed on the basis of (x) in the case of Loans, other than Loans bearing interest based on the Prime Rate, a year of 360 days and calculated for the actual number of days elapsed and (y) in the case of Loans bearing interest based on the Prime Rate, a year of 365–366 days and calculated for the actual number of days elapsed. Interest on the outstanding principal balance of each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of arrears, such payment to be made not later than the last third (3rd) Business Day of each MarchApril, JuneJuly, September October and DecemberJanuary, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fulleach Base Rate Loan, (b) in on the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate each Eurodollar Loan and if such Interest Period extends for more Competitive Bid Loan, but in no event less frequently than at the end of each three (3) months, at intervals of three (3) months after the first day of such Interest Period, month period and (dc) upon payment in full of the related Loan; provided, however that if any Event principal amount of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full Loan at the Default Rate notwithstanding any provision herein to the contraryRevolving Credit Termination Date.

Payment of Interest. The Borrower shall pay Notes will bear cash interest at a rate of 1.75% per annum (the “Fixed Interest”), with an additional cash payment payable on the Notes on each Interest Payment Date equal to the Agent interest product of (i) the amount of cash dividends per share actually paid by the Company on the outstanding Common Stock during the prior three-month period ending on the Regular Record Date for such interest payment and unpaid (ii) the applicable Conversion Rate on such Regular Record Date (the “Dividend Pass-Through Payment,” together with the Fixed Interest, the “Total Interest”). Notwithstanding the foregoing, however, (A) the amount payable on each Interest Payment Date, other than the initial Interest Payment Date, will be the higher of (i) the Total Interest and (ii) 5.50% per annum (the “Floor Interest Rate”) and (B) the interest payable on the initial Interest Payment Date will be based solely on the Floor Interest Rate. The Fixed Interest or the Floor Interest Rate, as applicable, on the Notes will accrue from the Issue Date or from the most recent date to which interest has been paid or duly provided for, to the date the principal amount of each Loansuch Note is paid or deemed paid, as the case may be, pursuant to clause (i) for of this Section 2.04(a) or any of Sections 3.05 or 9.03 hereof. In addition, if the account Notes would otherwise constitute “applicable high yield discount obligations” within the meaning of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United KingdomSection 163(i)(1) the Mandatory Cost, (ii) for the account of the Swing Line Lender Internal Revenue Code of 1986, as amended, on each Interest Payment Date on or after April 15, 2019, the Company will pay additional interest on a Note in an amount equal to the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of amount required to be paid to prevent such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute RateNote from being treated as an applicable high yield discount obligation. Interest on each Loan shall (including any applicable Dividend Pass-Through Payment) will be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, payable quarterly in arrears in cash on January 15, April 15, July 15 and October 15 of each year (each, an “Interest Payment Date”), beginning April 15, 2014, to the Holder of each such Note as of the last Close of Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fullJanuary 1, (b) in April 1, July 1 or October 1, as the case of any Swing Line Loanmay be, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of immediately preceding the applicable Interest Period for Payment Date (each such Fixed Rate Loan and if date, a “Regular Record Date”), regardless of whether such Note is converted or repurchased after such Regular Record Date. Interest Period extends for more than three (3) will be computed on the basis of a 360-day year comprised of twelve 30-day months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full . Payments of the related Loan; providedFundamental Change Repurchase Price, however principal and interest (including any Dividend Pass-Through Payment, if applicable) that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full are not made when due will accrue interest at the Default Rate notwithstanding any provision herein an annual rate equal to the contrarythen-applicable interest rate plus one percent from the applicable payment date.

Payment of Interest. The Borrower Interest on the unpaid principal sum shall pay commence to accrue from the Agent date hereof until the date when all amounts due hereunder have been paid in full and shall be payable in arrears in quarter annual installments commencing September 1, 1997. Interest shall be calculated as follows: (i) Until the third anniversary of the date of this Note, interest on the outstanding and unpaid principal amount balance shall be calculated at an annual rate equal to fifty (50) basis points over the highest percentage rate of each Loaninterest (other than a default rate of interest) charged Maker by Milberg Factors, Inc. (ithe "Senior Lender") for the account of each Lender as such percentage rate ox xxxxxest is referenced in the case of Revolving Loans commencing on Security Agreement (Accounts Receivable-Financing) dated June 16, 1997 between the first date of such Revolving Loan until such Revolving Loan shall be repaid, at Senior Lender and the applicable Base Rate or Eurocurrency Rate as designated by Maker (the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate"Senior Loan"), and (iii) for the account as such rate of each Competitive Bid Lenderinterest may be adjusted from time to time; provided, for however that if at any time during the period commencing on the date hereof and ending on the third anniversary date of this Note, the Senior Loan is refinanced, then from and after the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loanrefinancing, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans unpaid principal balance shall be paid determined in fullaccordance with Section 1(a) (ii) below. (ii) From and after the third anniversary of the date of this Note, (b) in or upon a refinancing of the case of any Swing Line Loan, Senior Loan as provided in Section 2.6(a1(a) and (bi) above, interest on the unpaid principal balance shall be calculated at an annual rate equal to one hundred (100) basis points over the highest percentage rate of interest charged the Maker by any lender (other than a default rate of interest), (c) including the Senior Lender, which has a security interest or right of preference in payment or priority over the case security interest or right of any Fixed Rate Loan, on last day payment and priority of the applicable Interest Period for Payee, and as such Fixed Rate Loan rate of interest may be adjusted from time to time. (iii) If, following the third anniversary of the date of this Note, Maker is not indebted to any lender which has a security interest or right of preference in payment or priority over the security interest or right of payment and if such Interest Period extends for more than priority of the Payee, interest on the unpaid principal balance shall be calculated at an annual rate equal to the rate of interest announced from time to time as the prime rate of interest by CoreStates Bank, N.A. plus three percent (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan%); provided, however however, that if any payment of principal or interest is not paid when due, and regardless of whether an Event of Default has been declared, interest on such unpaid amount at the rate of two hundred (200) basis points over the interest rate then in effect as determined under Sections 1(a) (i), 1(a) (ii) or 1(a) (iii) above shall occur accrue from and be continuing, all amounts outstanding hereunder shall bear interest, so long as after the date when such Event of Default payment is continuing, due until the date when paid in full at full. If any rate of interest hereunder or upon which interest hereunder is calculated is based upon a variable or adjustable rate, such as the Default Rate notwithstanding prime rate or LIBOR, the variable or adjustable rate of interest shall be deemed to automatically change, without notice to Maker, effective the date of any provision herein to the contrarysuch change.

Payment of Interest. A. The Prime Rate as of the date of this Agreement is ____________ percent (_______%) per annum. In the event that the Prime Rate announced is, from time to time hereafter, changed, adjustment in the rate of interest payable by Borrower shall pay to be made as of 12:01 a.m. on the Agent first day of the calendar month following such change and shall be based on the Prime Rate prevailing on the last day of the month in which such change occurred. All interest on the outstanding Obligations shall be due and unpaid principal amount of each Loan, (i) for the account of each Lender in the case of Revolving Loans commencing payable on the first date (1st) day of each calendar month during the term of this Agreement and Capital shall, at its option, charge such Revolving Loan until such Revolving Loan interest and any and all Capital Expenses to Borrower's loan account with Capital, which amounts shall be repaid, thereupon constitute Obligations hereunder and shall thereafter accrue interest at the applicable Base Rate rate then provided under Section 2.5. B. Notwithstanding any provision to the contrary contained in this Agreement or Eurocurrency Rate as designated the other Loan Documents, Borrower shall not be required to pay, and Capital shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by law which parties may agree to in a written contract ("Excess Interest"). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any of the Borrower other Loan Documents, then in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus such event: (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom1) the Mandatory Cost, provisions of this subsection shall govern and control; (ii2) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan neither Borrower nor any guarantor shall be paid on the earlier of obligated to pay any Excess Interest; (3) any Excess Interest that Capital may have received hereunder shall be, at Capital's option, (a) in applied as a credit against the case of any Base Rate Revolving Loan, quarterly in arrears outstanding principal balance of the last Business Day Obligations of each March, June, September Borrower or accrued and December, commencing on December 31, 2007, until unpaid interest (not to exceed the final Termination Date, at which date the entire principal maximum amount of and all accrued interest on the Loans shall be paid in fullpermitted by law), (b) in refunded to the case of any Swing Line Loanpayor thereof, as provided in Section 2.6(a) and (b), or (c) in the case of any Fixed Rate Loan, on last day combination of the foregoing; (4) the interest rate(s) provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three law (3) months, at intervals of three (3) months after the first day of such Interest Period"Maximum Rate"), and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.this Agreement

Payment of Interest. The Borrower (a) (i) Greenfield shall pay interest to the Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of due (aA) in the case of any Base Rate Revolving each Offshore Currency Loan, quarterly in arrears of at the last Business Day of each MarchEurodollar Revolver Rate, June, September and December, commencing on December 31, 2007, until as elected or deemed elected by the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fullrespective Borrower or otherwise applicable to such Loan as herein provided, (bB) in the case of any Swing Line Loaneach Revolving Credit Loan denominated in Dollars, at the Eurodollar Revolver Rate or the Base Rate, as provided in Section 2.6(a) and (b)elected or deemed elected by the respective Borrower or otherwise applicable to such Loan as herein provided, (cC) in the case of any Fixed Rate each Reserve Line Loan, on last day at the Eurodollar Reserve Line Rate or the Base Rate, as elected or deemed elected by the respective Borrower or otherwise applicable to such Loan as herein provided, (D) in the case of each Competitive Bid Loan, at the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest PeriodAbsolute Rate, and (dE) upon payment in full the case of each Swing Line Loan, at the related LoanBase Rate, such payments to be made in the Applicable Currency; provided, however however, that if any Event of Default amount shall occur and not be continuingpaid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interestinterest thereafter (I) in the case of a Eurodollar Loan, so long as at a rate of two percent (2%) above the Applicable Eurodollar Rate for such Event Eurodollar Loan, (II) in the case of Default a Base Rate Loan, at a rate of interest per annum which shall be two percent (2%) above the Base Rate, and (III) in the case of a Competitive Bid Loan, at a rate of interest per annum which shall be two percent (2%) above the Absolute Rate for such Competitive Bid Loan, or (in each case) the maximum rate permitted by applicable law, whichever is continuinglower, from the date such amount was due and payable until the date such amount is paid in full at the Default Rate notwithstanding any provision herein to the contraryfull.

Payment of Interest. The Borrower shall pay to the Agent interest on the outstanding and unpaid principal amount of each Segment of the Term Loans and on each Revolving Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Segment or Revolving Loan until such Segment or Revolving Loan Loan, as the case may be, shall be repaid, at the applicable Base Rate or Eurocurrency Eurodollar Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratehereunder. Interest on each Segment and on each Revolving Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each MarchSeptember, December, March and June, September and December, commencing on December 31March 30, 20072001, until until, as to any Base Rate Segment, the final Term Loan A Termination Date or the Term Loan B Termination Date, as applicable, and as to any other Base Rate Loans, the Revolving Credit Termination Date, at which date as applicable the entire principal amount of and all accrued interest on the Term Loans and the Revolving Loans, respectively, shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Eurodollar Rate Loan, on the last day of the applicable Interest Period for such Fixed Eurodollar Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (dc) upon payment in full of the related Term Loan (or Segment thereof) or the related Revolving Loan; provided, however however, that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, interest thereafter until paid in full at the Default Rate notwithstanding any provision herein to the contraryRate.

Payment of Interest. (a) The Borrower Borrowers shall pay to the Agent interest on the outstanding and unpaid principal amount of each Segment of the Term Loans and on each Revolving Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Segment or Revolving Loan until such Segment or Revolving Loan Loan, as the case may be, shall be repaid, at the applicable Base Rate or Eurocurrency Eurodollar Rate as designated by the Borrower Borrowers in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Ratehereunder. Interest on each Segment and on each Revolving Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of on the last Business Day of each March, June, September and December, commencing on December 31, 20071999, until until, as to any Base Rate Segment, the final Term Loan A Termination Date or the Term Loan B Termination Date, as the case may be, and as to any other Base Rate Loans, the Revolving Credit Termination Date, at which date as applicable the entire principal amount of and all accrued interest on the Loans Term Loan and the Revolving Loans, respectively, shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Eurodollar Rate Loan, on last day of the applicable Interest Period for such Fixed Eurodollar Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (dc) upon payment in full of such Term Loan (or Segment thereof) or the related Revolving Loan; provided, however however, that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, interest thereafter until paid in full at the Default Rate notwithstanding Rate. (b) For each period beginning on the Business Day next following the date of receipt by the Administrative Agent of a Compliance Certificate in respect of a quarterly fiscal period of the Parent ending on or after March 31, 2000 and ending on the date next following the Business Day next following the date of receipt by the Administrative Agent of a Compliance Certificate in respect of a subsequent fiscal quarter, the Applicable Margin and Applicable Commitment Fee shall be determined based upon the Consolidated Leverage Ratio as set forth in the Pricing Grid. Any change in the Applicable Margin and Applicable Commitment Fee, if any, shall become effective on the first Business Day next following receipt of a Compliance Certificate. Notwithstanding the foregoing, if the Parent shall receive a Rating of BB or higher from S&P and Ba2 or higher from Xxxxx'x, then upon receipt by the Administrative Agent of a Rating Election from an Authorized Representative and evidence of the Ratings, the Applicable Margin and Applicable Commitment Fee shall be determined by its then Ratings as set forth on the Pricing Grid and subsequent changes in the Applicable Margin and Applicable Commitment Fee, if any, shall become effective on the day next following the receipt by the Administrative Agent from an Authorized Representative of evidence of such change in Rating. If at any provision herein time following a Rating Election the Rating by S&P shall become less than BB or less than Ba2 by Xxxxx'x then, effective as of the date of such change in Rating, the Applicable Margin and Applicable Commitment shall thereafter be determined based upon the Consolidated Leverage Ratio set forth in the Compliance Certificate most recently received by the Agent pursuant to Section 9.1 as hereinabove provided. If the Borrowers shall fail to furnish any Compliance Certificate by the time required hereunder when the Applicable Margin as determinable by reference to the contraryConsolidated Leverage Ratio, then the Applicable Margin shall be Tier IV from the date such Compliance Certificate was required to be delivered until the Business Day next following its date of delivery.

Payment of Interest. The Borrower Interest shall accrue at the rate of the --------------------- lesser of (i) eight percent (8%) per annum; and (ii) the maximum nonusurious interest rate under applicable law (except that interest shall accrue at the 8.5% per annum interest rate described below (limited by the maximum nonusurious rate) in the specified circumstance) on the principal balance of this Convertible Note from time to time outstanding commencing on the Original Issue Date. Accrued interest from such time through February 28, 2007 shall be paid by the Company to the Holder on March 1, 2007. Thereafter, commencing on April 1, 2007, the Company shall pay in cash to the Agent interest Holder, on the aggregate unconverted and then outstanding and unpaid principal amount of this Convertible Note, accrued interest quarterly in arrears and continuing on each LoanJuly 1, October 1, January 1, and April 1 thereafter throughout the term of this Convertible Note and shall pay accrued interest on each Conversion Date (as to that principal amount then being converted), on each Redemption Date (as to that principal amount then being redeemed) and on the Maturity Date (each of the foregoing dates of payment, an "INTEREST PAYMENT DATE"). If any Interest Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day and the amount of the accrued interest shall include such additional Business Day or Days. At the sole discretion of the Company, interest shall accrue at the rate of the lesser of (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate eight and 1/2 percent (8.5%) per annum; or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account maximum nonusurious rate of interest under applicable law, if, and to the extent that Company opts to pay such interest in Common Stock of the Swing Line Lender in Company priced using the case closing price of Swing Line Loans at the Swing Line Rate, and (iii) for the account last Trading Day of each Competitive Bid Lenderquarter immediately preceding the quarterly Interest Payment Date, for the period commencing on or the date preceding the Conversion Date, each Redemption Date or the Maturity Date. All cash payments of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan interest payments shall be paid on to the earlier of (a) Holder in accordance with wire transfer instructions provided by the case of any Base Rate Revolving Loan, quarterly in arrears of Holder to the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued Company. All interest on the Loans payments made with Common Stock shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein made by delivery to the contraryHolder by overnight courier to the address for the Holder provided under Section 11 hereof.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) Revolving Loan made by such Lender for the account of each Lender in the case of Revolving Loans period commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus due (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of (ai) in the case of any Loans made in Dollars, at the then applicable Base Rate for Base Rate Loans or applicable Eurodollar Rate for Eurodollar Rate Loans, as designated by the Authorized Representative pursuant to Section 2.1, such payments to be made in Dollars, and (ii) in the case of Loans made in Alternative Currencies, at the applicable Eurodollar Rate, such payments to be made in the appropriate Alternative Currency; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter at the Default Rate. (b) Interest on each Revolving Loan, Loan shall be computed on the basis of a year of 360 days and calculated in each case for the actual number of days elapsed. Interest on each Revolving Loan shall be paid (i) quarterly in arrears of on the last Business Day of each March, June, September and December, commencing on December 31June 30, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed 1997 for each Base Rate Loan, (ii) on the last day of the applicable Interest Period for such Fixed each Eurodollar Rate Loan and and, if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (diii) upon payment in full of the related principal amount of such Revolving Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. (i) The Borrower shall pay to the Agent interest on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent bear interest from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, hereof until paid in full at a rate equal to four percent (4%) per annum; provided, however, that the interest rate shall be reset effective as of September 1 and March 1 (each such date, an “Interest Reset Date”), commencing March 1, 2014, so that such four percent (4%) per annum rate is increased by an amount equal to the increase, if any, in the “Six Month Libor Rate” (as hereinafter defined) on such Interest Reset Date, over the “Base Rate” (as hereinafter defined). For purposes of this Agreement: the “Six Month Libor Rate” for any particular day (a “Measurement Date”) means the interest rate, equal to the London Interbank Offered Rate for deposits in United States Dollars for a period of six (6) months, as published in The Wall Street Journal on such date (or if not so published, as determined as of the applicable Measurement Date on any reasonable basis by Lender); the “Base Rate” shall mean the Six Month Libor Rate on August 15, 2013; and for purposes of determining the increase, if any, in the interest rate above four percent (4%) per annum on any Interest Reset Date, the Measurement Date for determining the Six Month Libor Rate on such Interest Reset Date shall be two (2) business days preceding that Interest Reset Date. Notwithstanding the foregoing or anything else to the contrary contained herein, under no circumstances will the interest rate on the Loan or under the Note be more than: (A) seven percent (7%) per annum, except as the result of the imposition of the Default Rate pursuant to Section 2(iii), in which case the interest rate on the Loan or under the Note shall not be more than nine percent (9%) per annum; and (B) the maximum rate allowed by applicable law. All computations of interest and fees made or called for under this Loan Agreement or the Note shall be calculated on the basis of actual days elapsed over a 360 day year. For the avoidance of doubt, and notwithstanding any provision herein anything else to the contrarycontrary contained in this Agreement, under no circumstances shall the interest rate on the principal amount of the Loan ever be less than four percent (4%) per annum regardless of any decrease in the Six Month Libor Rate as compared to the Base Rate as determined on any Interest Reset Date.

Payment of Interest. (a) The Borrower shall pay interest (i) to the Administrative Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of Revolving Credit Loan and each Term Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Loan until such Loan shall be due at the Eurodollar Rate or the Base Rate, as elected or deemed elected by the Borrower or otherwise applicable to such Loan as herein provided, (ii) to each Revolving Credit Lender making a Competitive Bid Loan at its Applicable Lending Office, at the applicable Absolute Rate or Eurodollar Competitive Rate, as the case may be, and (iii) to the Administrative Agent in the case of each Swing Line Loan, at the Base Rate; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter at a fluctuating interest rate per annum equal to the Default Rate, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such Competitive Bid Loan amount is paid in full at full. (a) Interest on the Absolute outstanding principal balance of each Loan shall be computed on the basis of (x) in the case of Loans, other than Loans bearing interest based on the Prime Rate, a year of 360 days and calculated for the actual number of days elapsed and (y) in the case of Loans bearing interest based on the Prime Rate, a year of 365-366 days and calculated for the actual number of days elapsed. Interest on the outstanding principal balance of each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of arrears, such payment to be made not later than the last third (3rd) Business Day of each MarchApril, JuneJuly, September October and December, January commencing on December 31the third (3rd) Business Day of October 2005, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fulleach Base Rate Loan, (b) in on the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate each Eurodollar Loan and if such Interest Period extends for more Competitive Bid Loan, but in no event less frequently than at the end of each three (3) months, at intervals of three (3) months after the first day of such Interest Period, month period and (dc) upon payment in full of the related Loan; provided, however that if any Event principal amount of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full Loan at the Default Rate notwithstanding any provision herein to the contraryRevolving Credit Termination Date.

Payment of Interest. (a) The Borrower shall pay interest (i) to the Administrative Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Revolving Credit Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Loan until such Loan shall be due at the Eurodollar Rate or the Base Rate, as elected or deemed elected by the Borrower or otherwise applicable to such Loan as herein provided and (ii) to each Revolving Credit Lender making a Competitive Bid Loan at its Applicable Lending Office, at the applicable Absolute Rate or Eurodollar Competitive Rate, as the case may be; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter at a fluctuating interest rate per annum equal to the Default Rate, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such Competitive Bid Loan amount is paid in full at full. (b) Interest on the Absolute outstanding principal balance of each Loan shall be computed on the basis of (x) in the case of Loans, other than Loans bearing interest based on the Prime Rate, a year of 360 days and calculated for the actual number of days elapsed and (y) in the case of Loans bearing interest based on the Prime Rate, a year of 365–366 days and calculated for the actual number of days elapsed. Interest on the outstanding principal balance of each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of arrears, such payment to be made not later than the last third (3rd) Business Day of each MarchApril, JuneJuly, September October and DecemberJanuary, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fulleach Base Rate Loan, (b) in on the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate each Eurodollar Loan and if such Interest Period extends for more Competitive Bid Loan, but in no event less frequently than at the end of each three (3) months, at intervals of three (3) months after the first day of such Interest Period, month period and (dc) upon payment in full of the related Loan; provided, however that if any Event principal amount of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full Loan at the Default Rate notwithstanding any provision herein to the contraryRevolving Credit Termination Date.

Payment of Interest. (a) The Borrower Company shall pay to the Agent interest on the outstanding Securities at a rate of 7.5% per annum, payable semi-annually in arrears, on June 1 and unpaid principal amount December 1 of each Loanyear (each, “Interest Payment Date”), or if any such day is not a Business Day, the immediately following Business Day (and no interest or other amount shall be paid as a result of any such postponement), commencing on December 1, 2009. Interest on a Security shall be paid to the Holder of such Security at the close of business on May 15 or November 15 (each, “Record Date”), as the case may be, next preceding the related Interest Payment Date, and shall be computed on the basis of a 360-day year comprised of twelve 30-day months. In the event of the maturity or conversion of a Security, interest shall cease to accrue on such Security. (b) Upon conversion of a Security, (i) a Holder shall not receive any cash payment of interest (unless such conversion occurs between a Record Date and the Interest Payment Date to which it relates, in which case a Holder on the Record Date will receive on the Interest Payment Date accrued and unpaid interest) and the Conversion Rate shall not be adjusted to account for accrued and unpaid interest, if any, and (ii) except as set forth in clause (c) below, the account of each Lender in Company’s delivery or payment, as the case may be, to a Holder of Revolving Loans commencing cash, shares of Common Stock or a combination thereof into which the Security is convertible shall be deemed to satisfy its obligation with respect to such Security, and any accrued but unpaid interest shall be deemed to be paid in full upon conversion, rather than cancelled, extinguished or forfeited. If the Company elects to satisfy its Conversion Obligation through a delivery of a combination of cash and shares of Common Stock, accrued and unpaid interest, if any, through the Conversion Date with respect to a converted Security shall be deemed to be paid first out of any cash paid upon such conversion. (c) Securities surrendered for conversion by a Holder after the close of business on any Record Date but prior to the open of business on the first date next Interest Payment Date must be accompanied by payment of an amount equal to the interest that the Holder is to receive on the Securities surrendered for conversion; provided, however, that no such Revolving Loan until such Revolving Loan shall payment need be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower made (i) upon conversions in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of connection with a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory CostMake Whole Adjustment Event, (ii) for to the account extent of the Swing Line Lender in the case of Swing Line Loans overdue interest, if any overdue interest exists at the Swing Line Rate, and time of conversion with respect to such Securities or (iii) if the Securities are surrendered for conversion after the account close of each Competitive Bid Lender, for the period commencing business on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at Record Date immediately preceding the Absolute Rate. Interest on each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears Maturity Date of the last Business Day Securities. The Company shall not be required to convert any Securities that are surrendered for conversion without payment of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in required by this Section 2.6(a) and (b10.01(c), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contrary.

Payment of Interest. The Borrower Interest shall accrue at the rate of the lesser of (i) eight percent (8%) per annum; and (ii) the maximum nonusurious interest rate under applicable law (except that interest shall accrue at the 8.5% per annum interest rate described below (limited by the maximum nonusurious rate) in the specified circumstance) on the principal balance of this Convertible Note from time to time outstanding commencing on the Original Issue Date. Accrued interest from such time through December 31, 2007 shall be paid by the Company to the Holder on January 1, 2008. Thereafter, commencing on January 1, 2008, the Company shall pay in cash (or restricted common stock) to the Agent interest Holder, on the aggregate unconverted and then outstanding and unpaid principal amount of this Convertible Note, accrued interest quarterly in arrears and continuing on each, April 1, July 1, October 1 and January 1, thereafter throughout the term of this Convertible Note and shall pay accrued interest on each LoanConversion Date (as to that principal amount then being converted), on each Redemption Date (as to that principal amount then being redeemed) and on the Maturity Date (each of the foregoing dates of payment, an “Interest Payment Date”). If any Interest Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day and the amount of the accrued interest shall include such additional Business Day or Days. At the sole discretion of the Company, interest shall accrue at the rate of the lesser of (i) for the account of each Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate eight and 1/2 percent (8.5%) per annum; or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account maximum nonusurious rate of interest under applicable law, if, and to the extent that Company opts to pay such interest in Common Stock of the Swing Line Lender Company priced using the closing price of the last Trading Day of each quarter immediately preceding the quarterly Interest Payment Date, or the date preceding the Conversion Date, each Redemption Date or the Maturity Date. Notwithstanding the foregoing, the Company shall not have the option of paying interest in shares of Common Stock unless: (i) the case of Swing Line Loans at Company continues to be listed on a Trading Market; (ii) the Swing Line Rate, Company is in compliance with its obligations under the Registration Rights Agreement; and (iiiii) for no Event of Default (as defined herein) exists, in each case as of the account Interest Payment Date (collectively, the “Equity Conditions”). All cash payments of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan interest payments shall be paid on to the earlier of (a) Holder in accordance with wire transfer instructions provided by the case of any Base Rate Revolving Loan, quarterly in arrears of Holder to the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued Company. All interest on the Loans payments made with Common Stock shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein made by delivery to the contraryHolder by overnight courier to the address for the Holder provided under Section 11 hereof.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, the Term Loan NB BOLLE CREDIT AGREEMENT (iFINAL) for the account of each Doc No: 190295 made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of the Advance of such Competitive Bid Term Loan or the commencement of an Interest Period with respect to any Segment of such Term Loan, as applicable, until such Competitive Bid (but not including) the end of the applicable Interest Period or the date any Segment of the Term Loan is paid in full shall be Continued or be otherwise due at the Absolute applicable FF LIBOR Rate, such payments to be made in French Francs; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise) or if any other Event of Default shall have occurred and be continuing hereunder, all amounts outstanding hereunder shall bear interest thereafter at the Default Rate from the date such Event of Default occurred until the date such Event of Default is cured or waived. (b) Interest on the outstanding principal balance of the Term Loan shall be computed on the basis of a year of 360 days and calculated for the actual number of days elapsed. Interest on each the Term Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in full, (b) in the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such each Segment and, for any Segment having an Interest Period extends for more than extending beyond three (3) months, at intervals of also on the date occurring every three (3) months after the first day commencement of such Interest Period, and (diii) upon payment in full of on the related Loan; provided, however that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryTerm Loan Termination Date.

Payment of Interest. (a) The Borrower Borrowers shall pay interest (i) to the Administrative Agent interest at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Revolving Credit Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Loan until such Loan shall be due at the Eurodollar Revolver Rate or the Base Rate, as elected or deemed elected by such Borrower or otherwise applicable to such Loan as herein provided, (ii) to the Lender at its Lending Office making each Competitive Bid Loan, at the applicable Absolute Rate or Eurodollar Competitive Rate, as the case may be, and (iii) to the Administrative Agent in the case of each Swing Line Loan, at the Base Rate; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest thereafter (i) in the case of a Eurodollar Loan, at a rate of interest per annum of two percent (2%) above the applicable Eurodollar Revolver Rate for such Eurodollar Loan, (ii) in the case of a Base Rate Loan, at a rate of interest per annum which shall be two percent (2%) above the Base Rate, and (iii) in the case of a Competitive Bid Loan, at a rate of interest per annum which shall be two percent (2%) above the Absolute Rate or Eurodollar Competitive Rate, as the case may be, for such Competitive Bid Loan, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such amount is paid in full. (b) Interest on the outstanding principal balance of each Loan shall be computed on the basis of (x) in the case of a Eurodollar Loan or a Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Eurodollar Competitive Rate, a year of 360 days and calculated for the actual number of days elapsed and (y) in the case of a Base Rate Loan, a year of 365-366 days and calculated for the actual number of days elapsed. Interest on the outstanding principal balance of each Loan shall be paid on the earlier of (a) in the case of any Base Rate Revolving Loan, quarterly in arrears of arrears, such payment to be made not later than the last third (3rd) Business Day of each MarchApril, JuneJuly, September October and December, January commencing on December 31the third (3rd) Business Day of July 1997, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the Loans shall be paid in fulleach Base Rate Loan, (b) in on the case of any Swing Line Loan, as provided in Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate each Eurodollar Loan and if such Interest Period extends for more Competitive Bid Loan, but in no event less frequently than at the end of each three (3) months, at intervals of three (3) months after the first day of such Interest Period, month period and (dc) upon payment in full of the related Loan; provided, however that if any Event principal amount of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full Loan at the Default Rate notwithstanding any provision herein Revolving Credit Termination Date. (c) From the Closing Date until delivery of a Compliance Certificate for the period ending December 31, 1998, the Applicable Eurodollar Margin, Facility Fee and Utilization Fee shall be determined by using the amounts set forth in Tier IV of the Pricing Grid. For each period beginning on the date of receipt by the Administrative Agent of a Compliance Certificate in respect of a quarterly fiscal period of the Company ending on or after December 31, 1998 and ending on the date next following the date of receipt by the Administrative Agent of a Compliance Certificate in respect of a subsequent fiscal quarter the Applicable Eurodollar Margin, Facility Fee and Utilization Fee shall be determined based upon the ratio of Consolidated Funded Indebtedness to Consolidated Total Capitalization. Any change in the contraryEurodollar Margin, Facility Fee and Utilization Fee, if any, shall become effective on the first Business Day next following receipt of a Compliance Certificate. Notwithstanding the foregoing, if the Company shall receive a Rating from both S&P and Moody's, then upon receipt by the Administrative Agent of evidence of xxx Xxxings, the Applicable Eurodollar Margin, Facility Fee and Utilization Fee shall be determined by its then Ratings as set forth on the Pricing Grid and subsequent changes in the Applicable Eurodollar Margin, Facility Fee and Utilization Fee, if any, shall become effective on the day next following the receipt by the Agent of evidence of such change in Rating.

Payment of Interest. (a) The Borrower shall pay interest to the Agent interest for the account of each Lender on the outstanding and unpaid principal amount of each Loan, (i) for the account of each Loan made by such Lender in the case of Revolving Loans commencing on the first date of such Revolving Loan until such Revolving Loan shall be repaid, at the applicable Base Rate or Eurocurrency Rate as designated by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Cost, (ii) for the account of the Swing Line Lender in the case of Swing Line Loans at the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, for the period commencing on the date of such Competitive Bid Loan until such Competitive Bid Loan is paid in full at the Absolute Rate. Interest on each Loan shall be paid on due at the earlier of (a) in the case of any then applicable Base Rate Revolving Loan, quarterly in arrears of the last Business Day of each March, June, September and December, commencing on December 31, 2007, until the final Termination Date, at which date the entire principal amount of and all accrued interest on the for Base Rate Loans shall be paid in full, (b) in the case of any Swing Line Loanor applicable Eurodollar Rate for Eurodollar Rate Loans, as provided in designated by the Authorized Representative pursuant to Section 2.6(a) and (b), (c) in the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate Loan and if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (d) upon payment in full of the related Loan2.1; provided, however however, that if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interestinterest thereafter at the Default Rate. (b) Interest on each Base Rate Loan shall be computed on the basis of a year of 365/366 days and calculated in each case for the actual number of days elapsed. Interest on each Eurodollar Loan shall be computed on the basis of a year of 360 days and calculated in each case for the actual number of days elapsed. Interest on each Eurodollar Rate Loan shall be payable on the last day of the relevant Interest Period, so long any date that such Loan is prepaid or Converted, in whole or in part, and the Revolving Credit Stated Termination Date or the Term Loan B Maturity Date, as applicable; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, interest shall also be paid on the Business Day which falls three months after the beginning of such Event Interest Period. Interest on each Base Rate Loan or Swing Line Loan shall be payable on the last Business Day of Default is continuingeach March, until paid in full June, September and December and the Revolving Credit Stated Termination Date or the Term Loan B Maturity Date, as applicable. Notwithstanding the foregoing, interest accruing at the Default Rate notwithstanding any provision herein shall be payable from time to time upon demand of the contraryAgent.

Payment of Interest. (a) The Borrower shall pay interest to the ------------------- Agent interest on at the outstanding and unpaid principal amount of each Loan, Principal Office (i) for the account of each Lender in the case of each Revolving Loans Credit Loan, on the outstanding and unpaid principal amount of each Revolving Credit Loan made by such Lender for the period commencing on the first date of such Revolving Credit Loan until such Revolving Credit Loan shall be repaid, due at the applicable Base Adjusted Eurodollar Rate or Eurocurrency Rate the Base Rate, as designated elected or deemed elected by the Borrower in the related Borrowing Notice or Interest Rate Selection Notice or otherwise applicable to such Revolving Credit Loan as otherwise provided hereunder plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom) the Mandatory Costherein provided, and (ii) for the account of the Swing Line Lender in the case of each Swing Line Loans at Loan, on the outstanding and unpaid principal amount of each Swing Line Loan made by the Swing Line Rate, and (iii) for the account of each Competitive Bid Lender, Lender for the period commencing on the date of such Competitive Bid Swing Line Loan until such Competitive Bid Swing Line Loan is paid in full by the Borrower or with a Revolving Credit Loan pursuant to Section 2.02(e) at the Absolute rate per --------------- annum as determined pursuant to Section 2.02(b); provided, however, that if any --------------- -------- ------- amount shall not be paid when due (at maturity, by acceleration or otherwise), all amounts outstanding hereunder shall bear interest (i) in the case of a Eurodollar Loan, at a rate of interest per annum which shall be two percent (2%) above the Adjusted Eurodollar Rate for such Eurodollar Loan until the end of the Interest Period during which such payment was due, and thereafter at a rate of interest per annum which shall be two percent (2%) above the Base Rate, and (ii) in the case of a Base Rate Loan or a Swing Line Loan, at a rate of interest per annum which shall be two percent (2%) above the Base Rate, or (in each case) the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payable until the date such amount is paid in full; provided further, it is expressly agreed that -------- ------- the imposition of an additional rate of interest on amounts not paid when due as provided in this Section 2.03 shall not constitute a penalty or forfeiture. ------------ (b) Interest on the outstanding principal balance of each Loan shall be computed on the basis of a year of 360 days and calculated for the actual number of days elapsed. Interest on each Loan shall be paid on the earlier of (ai) in the case of any Base Rate Revolving Loan, quarterly in arrears of on the last Business Day of each MarchJanuary, JuneApril, September July and DecemberOctober commencing April 30, commencing 1998, on December 31, 2007, until the final Termination Date, at which date the entire principal amount of each Base Rate Loan and all accrued interest on the Loans shall be paid in full, (b) in the case of any each Swing Line Loan, as provided in Section 2.6(a(ii) and (b), (c) in on the case of any Fixed Rate Loan, on last day of the applicable Interest Period for such Fixed Rate each Eurodollar Loan and if such and, for any Eurodollar Loan having an Interest Period extends for more than three (3) of six months, at intervals also on the last day of three (3) months after the first day third month of such Interest Period, and (diii) upon payment or prepayment in full of the related Loan; provided, however that principal amount of such Loan (or the date such payment or prepayment is due if any Event of Default shall occur and be continuing, all amounts outstanding hereunder shall bear interest, so long as such Event of Default is continuing, until paid in full at the Default Rate notwithstanding any provision herein to the contraryearlier).