Common use of Rate of Interest Clause in Contracts

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to any Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The basis for determining the interest rate with respect to any Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annum; or (ii) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus the Applicable Margin per annum. With respect to Term A Loans and Revolving Loans, the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan shall be the percentage set forth below for that type of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR LIBOR. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate, as the case may be. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin per annumfor such Type of Loans; or (ii) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR plus the Applicable LIBOR Margin for such Type of Loans. 51 Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the Applicable Base Rate Margin per annumfor Revolving Loans. With Upon delivery of the Margin Determination Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(xix), the Applicable Base Rate Margin and Applicable LIBOR Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Margin Reset Date; provided that (1) at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xix), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, with respect to Term A Loans and Revolving Loans, the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan Margin shall be 1.25% and the percentage set forth below for that type Applicable LIBOR Margin shall be 2.25%, and with respect to Term Loans, the Applicable Base Rate Margin shall be 0.75% and the Applicable LIBOR Margin shall be 1.75%, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin (x) more favorable to Borrower than should be afforded by the actual calculation of Loan based upon the Consolidated Total Debt Leverage Ratio, Borrower shall promptly pay additional interest and Letter of Credit fees to correct for such error and (y) less favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Borrower shall be afforded a credit against future payments of interest on Revolving Loans and Letter of Credit fees in an amount equal to any excess so paid (but in no event shall such credit be offset against the principal amount of any Revolving Loans or any other Obligations of Borrower or its Restricted Subsidiaries or be required to be paid by the Revolving Lenders in cash) to correct for such error; provided that in the case of this clause (y), such credit shall only be available to Borrower for any such excess interest or fees paid during the 90 day period prior to Administrative Agent receiving written notice from Borrower of such an error and such credit shall only be available against the interest on Revolving Loans and Letter of Credit fees payable to Revolving Lenders who received such excess interest and fee payment (and in any event in an amount no greater than the excess so received by such Revolving Lenders). If, as a result of any restatement of or other adjustment to the financial statements of Borrower and its Restricted Subsidiaries or for any other reason, Administrative Agent determines that (i) the Consolidated Total Leverage Ratio as set forth calculated by Borrower as of any applicable date was inaccurate and adjusted below: ConsolidatedTotal Debt (ii) a proper calculation of the Consolidated Total Leverage Ratio Base Rate Loan LIBOR Rate Loan Greater than would have resulted in (x) higher pricing for such period, Borrower shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable Lenders, promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code, automatically and without further action by Administrative Agent, any Lender or the Issuing Bank), an amount equal to 6.50:1.00 1.625% 2.875%the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and (y) lower pricing for such period, Borrower shall be afforded a credit against future payments of interest on Revolving Loans and Letter of Credit fees in an amount equal to any excess so paid (but in no event shall such credit be offset against the principal amount of any Revolving Loans or any other Obligations of Borrower or its Restricted Subsidiaries or be required to be paid by the Revolving Lenders in cash); provided that in the case of this clause (y), such credit shall only be available to Borrower for any such excess interest or fees paid during the 90 day period prior to Administrative Agent receiving written notice from Borrower of such an error and such credit shall only be available against the interest on Revolving Loans and Letter of Credit fees payable to Revolving Lenders who received such excess interest and fee payment (and in any event in an amount no greater than the excess so received by such Revolving Lenders). This paragraph shall not limit the rights of Administrative Agent, any Lender or the Issuing Bank, as the case may be, under any other provision of this Agreement or the other Loan Documents. Borrower’s (as opposed to the Lenders’) obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan (other than Swing Line Loans) shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR LIBOR. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate, as the case may be. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan (other than Swing Line Loans) shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans (other than Swing Line Loans) shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin per annumfor such Type of Loans; or (ii) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR plus the Applicable LIBOR Margin for such Type of Loans. Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the Applicable Base Rate Margin per annumfor Revolving Loans. With Upon delivery of the Margin Determination Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(xix), the Applicable Base Rate Margin and Applicable LIBOR Margin for Revolving Loans (other than Swing Line Loans) shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the succeeding Margin Reset Date; provided that (1) at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xix), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, with respect to Term A Revolving Loans and Revolving (other than Swing Line Loans), the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan Margin shall be 2.502.00% and the percentage set forth below for Applicable LIBOR Margin shall be 3.503.00%, and (2) if either Borrower or Administrative Agent becomes aware that type a Margin Determination Certificate erroneously indicates an Applicable Margin (x) more favorable to Borrower than should be afforded by the actual calculation of Loan based upon the Consolidated Total Debt Leverage Ratio, the party who becomes aware of such error shall promptly inform the other of such error and Borrower shall, immediately following the earlier of its becoming aware of such error or demand from Administrative Agent, pay additional interest and Letter of Credit fees to correct for such error and (y) less favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, the party who becomes aware of such error shall promptly inform the other of such error and Borrower shall be afforded a credit against future payments of interest on Revolving Loans and Letter of Credit fees in an amount equal to any excess so paid (but in no event shall such credit be offset against the principal amount of any Revolving Loans or any other Obligations of Borrower or its Restricted Subsidiaries or be required to be paid by the Revolving Lenders in Cash) to correct for such error; provided that in the case of this clause (y), such credit shall only be available to Borrower for any such excess interest or fees paid during the 90-day period prior to Administrative Agent receiving written notice from Borrower of such an error and such credit shall only be available against the interest on Revolving Loans and Letter of Credit fees payable to Revolving Lenders who received such excess interest and fee payment (and in any event in an amount no greater than the excess so received by such Revolving Lenders). If, as a result of any restatement of or other adjustment to the financial statements of Borrower and its Restricted Subsidiaries or for any other reason, Administrative Agent determines that (i) the Consolidated Total Leverage Ratio as set forth calculated by Borrower as of any applicable date was inaccurate and adjusted below: ConsolidatedTotal Debt (ii) a proper calculation of the Consolidated Total Leverage Ratio Base Rate Loan LIBOR Rate Loan Greater than would have resulted in (x) higher pricing for such period, Borrower shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable Lenders, promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code, automatically and without further action by Administrative Agent, any Lender or the Issuing Bank), an amount equal to 6.50:1.00 1.625% 2.875%the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and (y) lower pricing for such period, Borrower shall be afforded a credit against future payments of interest on Revolving Loans and Letter of Credit fees in an amount equal to any excess so paid (but in no event shall such credit be offset against the principal amount of any Revolving Loans or any other Obligations of Borrower or its Restricted Subsidiaries or be required to be paid by the Revolving Lenders in Cash); provided that in the case of this clause (y), such credit shall only be available to Borrower for any such excess interest or fees paid during the 90-day period prior to Administrative Agent receiving written notice from Borrower of such an error and such credit shall only be available against the interest on Revolving Loans and Letter of Credit fees payable to Revolving Lenders who received such excess interest and fee payment (and in any event in an amount no greater than the excess so received by such Revolving Lenders). This paragraph shall not limit the rights of Administrative Agent, any Lender or the Issuing Bank, as the case may be, under any other provision of this Agreement or the other Loan Documents. Borrower’s (as opposed to the Lenders’) obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan (other than Swing Line Loans) shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR LIBOR. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate, as the case may be. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan (other than Swing Line Loans) shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans (other than Swing Line Loans) shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin per annumfor such Type of Loans; or (ii) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR plus the Applicable LIBOR Margin for such Type of Loans. Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the Applicable Base Rate Margin per annumfor Revolving Loans. With Upon delivery of the Margin Determination Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(xix), the Applicable Base Rate Margin and Applicable LIBOR Margin for Revolving Loans (other than Swing Line Loans) shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the succeeding Margin Reset Date; provided that (1) at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xix), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, with respect to Term A Revolving Loans and Revolving (other than Swing Line Loans), the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan Margin shall be 2.50% and the percentage set forth below for Applicable LIBOR Margin shall be 3.50%, and (2) if either Borrower or Administrative Agent becomes aware that type a Margin Determination Certificate erroneously indicates an Applicable Margin (x) more favorable to Borrower than should be afforded by the actual calculation of Loan based upon the Consolidated Total Debt Leverage Ratio, the party who becomes aware of such error shall promptly inform the other of such error and Borrower shall, immediately following the earlier of its becoming aware of such error or demand from Administrative Agent, pay additional interest and Letter of Credit fees to correct for such error and (y) less favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, the party who becomes aware of such error shall promptly inform the other of such error and Borrower shall be afforded a credit against future payments of interest on Revolving Loans and Letter of Credit fees in an amount equal to any excess so paid (but in no event shall such credit be offset against the principal amount of any Revolving Loans or any other Obligations of Borrower or its Restricted Subsidiaries or be required to be paid by the Revolving Lenders in Cash) to correct for such error; provided that in the case of this clause (y), such credit shall only be available to Borrower for any such excess interest or fees paid during the 90-day period prior to Administrative Agent receiving written notice from Borrower of such an error and such credit shall only be available against the interest on Revolving Loans and Letter of Credit fees payable to Revolving Lenders who received such excess interest and fee payment (and in any event in an amount no greater than the excess so received by such Revolving Lenders). If, as a result of any restatement of or other adjustment to the financial statements of Borrower and its Restricted Subsidiaries or for any other reason, Administrative Agent determines that (i) the Consolidated Total Leverage Ratio as set forth calculated by Borrower as of any applicable date was inaccurate and adjusted below: ConsolidatedTotal Debt (ii) a proper calculation of the Consolidated Total Leverage Ratio Base Rate Loan LIBOR Rate Loan Greater than would have resulted in (x) higher pricing for such period, Borrower shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable Lenders, promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code, automatically and without further action by Administrative Agent, any Lender or the Issuing Bank), an amount equal to 6.50:1.00 1.625% 2.875%the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and (y) lower pricing for such period, Borrower shall be afforded a credit against future payments of interest on Revolving Loans and Letter of Credit fees in an amount equal to any excess so paid (but in no event shall such credit be offset against the principal amount of any Revolving Loans or any other Obligations of Borrower or its Restricted Subsidiaries or be required to be paid by the Revolving Lenders in Cash); provided that in the case of this clause (y), such credit shall only be available to Borrower for any such excess interest or fees paid during the 90-day period prior to Administrative Agent receiving written notice from Borrower of such an error and such credit shall only be available against the interest on Revolving Loans and Letter of Credit fees payable to Revolving Lenders who received such excess interest and fee payment (and in any event in an amount no greater than the excess so received by such Revolving Lenders). This paragraph shall not limit the rights of Administrative Agent, any Lender or the Issuing Bank, as the case may be, under any other provision of this Agreement or the other Loan Documents. Borrower’s (as opposed to the Lenders’) obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Loan (other than a Swing Line Loan or a BA Loan) shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate, the Canadian Prime Rate or the Adjusted LIBOR Rate. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or Rate. Subject to the Adjusted LIBOR Rateprovisions of subsections 2.6 and 2.7, the interest component in respect of each BA Loan shall be as the case may beprovided in subsection 2.2A(iv). The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or a Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate or the Canadian Prime Rate. , as applicable. (i) Subject to the provisions of subsections 2.2E 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (ia) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin per annumset forth in the table below opposite the Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or (iib) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus the Applicable Margin per annum. With respect to Term A Loans and Revolving Loans, the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan shall be the percentage Margin set forth in the table below opposite the Leverage Ratio for that type of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to 6.50:1.00 1.6253.50:1.00 3.50% 2.8752.25% Greater than or equal to but less than 3.00:1.00 3.50:1.00 3.25% 2.00% Less than 3.00:1.00 3.00% 1.75% (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the LC Facility Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus the LIBOR Rate Margin set forth in the table below opposite the Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to 3.50:1.00 4.00% 2.75% Less than 3.50:1.00 3.75% 2.50% (iii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the U.S. Dollar Term Loans and the Synthetic Letter of Credit Loans shall bear interest through maturity (a) if a Base Rate Loan, then at the sum of the Base Rate plus 2.00%, or (b) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus 3.00%. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, (a) Supplemental Canadian Dollar Term B Loans that are Canadian Prime Rate Loans shall bear interest through maturity at the sum of the Canadian Prime Rate plus 2.25%, and (b) in respect of Supplemental Canadian Dollar Term B Loans that are BA Loans Borrower shall pay to each Supplemental Canadian Dollar Term B Lender that accepts or advances a BA Loan, as a condition of and at the time of such acceptance or advance, a fee at the rate of the then Applicable Stamping Fee calculated on the basis of a year of 365 days on the face amount at maturity (or the principal amount in the case of a BA Equivalent Loan) of such Bankers’ Acceptance for the period from and including the date of acceptance (or advance in the case of a BA Equivalent Loan) of such Bankers’ Acceptance for the period from and including the date of acceptance to but excluding the maturity date of such Bankers’ Acceptance. (v) Upon delivery of the Pricing Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the LIBOR Rate Margin shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable margins shall be the maximum percentage amount for the relevant Loan set forth above. (vi) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to (i) the Base Rate Rate, (ii) in the case of Revolving Loans (but not including Swing Line Loans) or Term B Loans, the Adjusted LIBOR Eurodollar Rate, as or (iii) in the case may beof Local Term Loans only, the HIBOR Rate. The applicable basis for determining the rate of interest with respect to any Loan shall be selected by the Borrower initially at the time a Borrowing Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Loan is outstanding with respect to which notice has not been delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Loans shall bear interest through maturity at a rate per annum as follows: (ia) if a Base Rate Loan, then from the date of funding of such Loan at the sum of the Base Rate plus the Applicable Margin per annumfor such Loans; or (iib) if a LIBOR Eurodollar Rate Loan, then from the date of funding of such Loan at the sum of the Adjusted LIBOR Eurodollar Rate plus the Applicable Margin per annumfor such Loans; or (c) if a HIBOR Rate Loan, then from the date of funding of such Loan at the sum of the HIBOR Rate plus the Applicable Margin for such Loans. With respect to Term A All Eurodollar Rate Loans and Revolving Loans, HIBOR Rate Loans shall bear interest from and including the “Applicable Margin” for each Base first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such Eurodollar Rate Loan and LIBOR or HIBOR Rate Loan shall be the percentage set forth below for that type of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%Loan.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Eurodollar Rate, as the case may be, plus the Applicable Margin. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate, plus the Applicable Margin. The applicable basis for determining the rate of interest with respect to any Loan shall be selected by Borrower Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. 0.xX. The basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a any Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate, plus the Applicable Margin for Base Rate Loans. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annumfor Base Rate Loans; or (ii) if a LIBOR Eurodollar Rate Loan, then at the sum of the Adjusted LIBOR Eurodollar Rate plus the Applicable Margin per annumfor Eurodollar Loans. With Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the Applicable Margin with respect to Term A Loans and Base Rate Revolving Loans, the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan shall be the percentage set forth below for that type of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%.

Rate of Interest. Subject to the provisions of subsections 2.2B, 2.2E, 2.6 and 2.7, each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Eurodollar Rate, as the case may be. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Loan shall be selected by Borrower Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. 2.1C. The basis for determining the interest rate with respect to any Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Loan is outstanding with respect to which notice has not been is required to be delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interestinterest but such notice has not been so delivered, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Revolving Loans shall bear interest through maturity as follows: (ia) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annumBase Rate Margin; or (iib) if a LIBOR Eurodollar Rate Loan, then at the sum of the Adjusted LIBOR Eurodollar Rate plus the Applicable Eurodollar Margin. The Applicable Base Rate Margin per annum. With respect and the Applicable Eurodollar Margin shall automatically be adjusted, in accordance with the Leverage Ratio in effect as determined by the Pricing Determination Certificate most recently delivered pursuant to Term A Loans and Revolving Loanssubsection 6.1 (xvi), on the first Business Day of the month following the date on which such Pricing Determination Certificate is due; provided that on the Closing Date, the “Applicable Margin” for each Base Rate Loan Margin and LIBOR Rate Loan the Applicable Eurodollar Margin shall be determined by reference to the percentage Pricing Determination Certificate delivered by Company to Administrative Agent pursuant to subsection 4.1Q; provided further that if Company fails to deliver such Pricing Determination Certificate to Administrative Agent within the required period set forth below for that type in subsection 6.1(xvi), each of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Applicable Base Rate Loan LIBOR Margin and the Applicable Eurodollar Margin shall revert to their respective maximum amounts on the first Business Day following the date on which delivery of such Pricing Determination Certificate was due and shall remain at such maximum amounts until the first Business Day of the month following the date that such past due Pricing Determination Certificate is actually received by Administrative Agent, at which time each of the Applicable Base Rate Loan Greater than Margin and the Applicable Eurodollar Margin shall be readjusted in accordance with the Leverage Ratio then in effect until the earlier of (i) the first Business Day of the month following the due date of the immediately succeeding Pricing Determination Certificate, if such certificate is delivered on or equal before such due date or (ii) the first Business Day following such due date, if such certificate is past due. Subject to 6.50:1.00 1.625% 2.875%the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the Applicable Base Rate Margin.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or LIBO Rate. Subject to the Adjusted LIBOR provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate, as the case may be. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. . (i) Subject to the provisions of subsections 2.2E 2.2E, 2.2G and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (ia) if a Base Rate Loan, then a rate per annum equal at all times to the Base Rate plus the Applicable Base Rate Margin; or (b) if a LIBOR Loan, a rate per annum equal at all times to the LIBO Rate plus the Applicable LIBOR Margin. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the Applicable Base Rate Margin per annum; or (ii) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus the Applicable Margin for Revolving Loans minus 0.50% per annum. With respect to Term A Loans At such time as a change in the Credit Ratings occurs, Company shall notify Administrative Agent of such change, and Revolving Loans, the “Applicable Margin” for each Base Rate Loan Margin and Applicable LIBOR Rate Loan Margin shall automatically be adjusted to reflect the percentage set forth below for that type of Loan based upon change in such Credit Ratings, such adjustment to become effective on the Consolidated Total Debt Ratio next succeeding Business Day following the date on which the change in the Credit Ratings by S&P or Xxxxx'x, as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%the case may be, was publicly announced.

Rate of Interest. Subject to the provisions of subsections 2.2F, 2.6 and 2.7, each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) or earlier repayment at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may beLIBOR. The applicable basis for determining the rate of interest with respect to any Revolving Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The basis for determining the interest rate with respect to any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E 2.2E, 2.2F, 2.7 and 2.7, 2.10 the Revolving Loans shall bear interest through maturity or earlier repayment as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annumBase Rate Margin, but in no event in excess of the maximum nonusurious interest rate permitted by applicable law; or (ii) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Margin, but in no event in excess of the maximum nonusurious interest rate permitted by applicable law. Upon delivery of the Margin per annum. With respect Determination Certificate by Borrower to Term A Loans Administrative Agent pursuant to subsection 6.1(xi), the Applicable Base Rate Margin and Applicable LIBOR Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the third Business Day after such Margin Determination Certificate is delivered to Administrative Agent; provided that (1) at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xi), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Applicable Base Rate Margin shall be 1.50% for the Revolving Loans, and the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan Margin shall be 3.00% for the percentage set forth below Revolving Loans, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin more favorable to Borrower than should be afforded by the actual calculation of the Total Leverage Ratio, Borrower shall promptly pay additional interest and letter of credit fees to correct for that type of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%such error.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through to maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Reserve Adjusted LIBOR Eurodollar Rate, as the case may be. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made to maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Loan shall be selected by Borrower the Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a any Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annumBase Rate Margin; or (ii) if a LIBOR Eurodollar Rate Loan, then at the sum of the Reserve Adjusted LIBOR Eurodollar Rate for the relevant Interest Period plus the Applicable Eurodollar Rate Margin. Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest to maturity at the sum of the Base Rate plus the Applicable Base Rate Margin per annum. With respect to Term A Loans and for Revolving Loans, the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan shall be the percentage set forth below for that type of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Eurodollar Rate. Subject to the provisions of subsection 2.7, as each Swing Line Loan shall bear interest on the case may beunpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Revolving Loan shall be selected by Borrower Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. . (i) Subject to the provisions of subsections 2.2E and 2.7, the Revolving Loans shall bear interest on and after the Closing Date through maturity as follows: (ia) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annumBase Rate Margin; or (iib) if a LIBOR Eurodollar Rate Loan, then at the sum of the Adjusted LIBOR Eurodollar Rate plus the Applicable Margin per annum. With respect Eurodollar Rate Margin. (ii) Subject to Term A Loans the provisions of subsections 2.2E and Revolving Loans2.7, the “Applicable Margin” for each Swing Line Loans shall bear interest through maturity at the sum of the Base Rate Loan and LIBOR Rate Loan shall be minus the percentage set forth below for that type of Loan based upon Commitment Fee Percentage plus the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Applicable Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%Margin.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may beLIBOR. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin per annumfor such Type of Loans; or (ii) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Margin per annumfor such Type of Loans. With respect Upon delivery of the Margin Determination Certificate by Borrower to Term A Loans and Revolving LoansAdministrative Agent pursuant to subsection 6.1(xviii), the “Applicable Margin” Base Rate Margin and Applicable LIBOR Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Margin Reset Date; provided that (1) at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xviii), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Applicable Base Rate Margin shall be 1.25% for each Base Rate Loan Revolving Loan, and the Applicable LIBOR Rate Loan Margin shall be 2.25% for each Revolving Loan, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin (x) more favorable to Borrower than should be afforded by the percentage set forth below for that type actual calculation of Loan based upon the Consolidated Total Debt Ratio Leverage Ratio, Borrower shall promptly pay additional interest and letter of credit fees to correct for such error and (y) less favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, so long as set forth no Event of Default or Potential Event of Default has occurred and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or is continuing, Lenders shall promptly reimburse Borrower an amount equal to 6.50:1.00 1.625% 2.875%such excess interest and letter of credit fees to correct for such error.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each DIP/Bridge Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or to the Adjusted LIBOR Offshore Rate. Subject to the provisions of subsection 2.7, as each DIP Swing Line Loan shall bear interest on the case may beunpaid principal amount hereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any DIP/Bridge Loan shall be selected by the Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any DIP/Bridge Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a DIP/Bridge Loan denominated in Dollars is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. If on any day a DIP/Bridge Loan denominated in an Offshore Currency is outstanding with respect to which notice has not been delivered to Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then such DIP/Bridge Loan shall bear interest determined by reference to the Offshore Rate Loan with an Interest Period of, and the applicable Interest Period shall be deemed to be, one month. Subject to the provisions of subsections 2.2E and 2.7, the DIP/Bridge Loans shall bear interest through maturity as follows: (ia) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annumPLUS 2.25%; or (iib) if a LIBOR an Offshore Rate Loan, then at the sum of the Adjusted LIBOR Offshore Rate plus PLUS 3.25%. Subject to the Applicable Margin per annum. With respect to Term A Loans provisions of subsections 2.2E and Revolving Loans2.7, the “Applicable Margin” for each DIP Swing Line Loans shall bear interest through maturity at the sum of the Base Rate Loan and LIBOR Rate Loan shall be the percentage set forth below for that type of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625PLUS 2.25% 2.875MINUS 0.50%.

Rate of Interest. (i) Subject to the provisions of subsections SECTIONS 2.6 and 2.7, each Loan the Loans shall bear interest on the unpaid principal amount thereof Principal Debt from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Eurodollar Rate, as the case may be. The applicable basis for determining the rate of interest with respect to any Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. SECTION 2.1(b). The basis for determining the interest rate with respect to any Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. SECTION 2.2(d). If on any day a Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the CREDIT AGREEMENT rate of interest, then for that day that such Loan shall bear interest determined by reference to the Base Rate. . (ii) Subject to the provisions of subsections 2.2E SECTIONS 2.2(e) and 2.7, the Loans shall bear interest through maturity as follows: (iA) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annumRate; or (iiB) if a LIBOR Eurodollar Rate Loan, then at THE SUM OF the sum Adjusted Eurodollar Rate PLUS the Applicable Margin. (iii) Upon delivery of the Adjusted LIBOR Rate plus Level Determination Certificate by Borrower to Administrative Agent pursuant to SECTION 5.1(j), the Applicable Margin per annum. With respect shall automatically be adjusted in accordance with the Level in effect as determined by such Level Determination Certificate, such adjustment to Term A Loans and Revolving Loansbecome effective on the next succeeding Business Day following receipt by Administrative Agent of such Level Determination Certificate; PROVIDED THAT on the Closing Date, the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan Margin shall be determined in accordance with the percentage set forth below for that type of Loan based upon Level in effect as determined by the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal Level Determination Certificate delivered by Borrower to 6.50:1.00 1.625% 2.875%Administrative Agent pursuant to SECTION 3.1(f).

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Tranche B Term Loan and Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Eurodollar Rate. Subject to the provisions of subsection 2.7, as each Swing Line Loan shall bear interest on the case may beunpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Borrower Borrowers initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Tranche B Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. . (i) Subject to the provisions of subsections 2.2E and 2.7, the Tranche B Term Loans and Revolving Loans shall bear interest through maturity as follows: (ia) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annumBase Rate Margin; or (iib) if a LIBOR Eurodollar Rate Loan, then at the sum of the Adjusted LIBOR Eurodollar Rate plus the Applicable Eurodollar Rate Margin. (ii) Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the Applicable Base Rate Margin per annum. With respect to Term A Loans and for Revolving Loans, the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan shall be the percentage set forth below for that type of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or to the Adjusted LIBOR Offshore Rate. Subject to the provisions of subsection 2.7, as each Swing Line Loan shall bear interest on the case may beunpaid principal amount hereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Revolving Loan shall be selected by the Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Revolving Loan denominated in Dollars is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. If on any day a Revolving Loan denominated in an Offshore Currency is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then such Revolving Loan shall bear interest determined by reference to the Offshore Rate Loan with an Interest Period of, and the applicable Interest Period shall be deemed to be, one month. Subject to the provisions of subsections 2.2E and 2.7, the Revolving Loans shall bear interest through maturity as follows: (ia) if a Base Rate Loan, then at the sum of the Base Rate plus PLUS the Applicable Margin per annumBase Rate Margin; or (iib) if a LIBOR an Offshore Rate Loan, then at the sum of the Adjusted LIBOR Offshore Rate plus PLUS the Applicable Margin per annumOffshore Rate Margin. With respect Subject to Term A Loans the provisions of subsections 2.2E and Revolving Loans2.7, the “Applicable Margin” for each Swing Line Loans shall bear interest through maturity at the sum of the Base Rate Loan PLUS the Applicable Base Rate Margin MINUS the Commitment Fee Percentage. Upon delivery of the Margin Determination Certificate by Company to Administrative Agent pursuant to subsection 6.1(xvii), each of the Applicable Base Rate Margin, the Applicable Offshore Rate Margin and LIBOR the Commitment Fee Percentage shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the first day of the Fiscal Quarter immediately succeeding the Fiscal Quarter in which Administrative Agent receives such Margin Determination Certificate; PROVIDED that if a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xvii), the highest "Applicable Base Rate Loan Margin", "Applicable Offshore Rate Margin" and "Commitment Fee Percentage", as the case may be, shall be applicable from such time until delivery of the percentage set forth below for succeeding Margin Determination Certificate; PROVIDED FURTHER that type if a Margin Determination Certificate erroneously indicates an applicable margin or commitment fee percentage, as the case may be, more favorable to Borrowers than should be afforded by the actual calculation of Loan based upon the Consolidated Total Debt Ratio Leverage Ratio, each Borrower shall promptly pay additional interest, letter of credit fees and all other applicable fees or commitment fees, as set forth the case may be, to correct for such error. Company shall deliver a Margin Determination Certificate with the financial statements required to be delivered for the Fiscal Quarter ending on March 31, 1998 pursuant to subsection 6.1(ii) and adjusted below: ConsolidatedTotal Debt Ratio the Applicable Base Rate Loan LIBOR Margin, the Applicable Offshore Rate Loan Greater than or equal Margin and the Commitment Fee Percentage shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to 6.50:1.00 1.625% 2.875%become effective on the first day after the six-month anniversary of the Effective Date.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Eurodollar Rate. Subject to the provisions of subsection 2.7, as each Swing Line Loan shall bear interest on the case may beunpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of Base Rate; PROVIDED, however, if and so long as the Eurodollar Rate Margin is 1.50% pursuant to clause (ii) below, interest on a Base Rate plus the Applicable Margin Loan shall be Base Rate PLUS .25% per annum; or (ii) if a LIBOR Eurodollar Rate Loan, then at the sum SUM of the Adjusted LIBOR Eurodollar Rate plus AND the Applicable Eurodollar Rate Margin set forth in the table below, opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period ending on the date for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iii): Eurodollar Rate CONSOLIDATED LEVERAGE RATIO MARGIN (PER ANNUM) Greater than 3.25x 1.50% Greater than 3.00x but equal to or less than 3.25x 1.25% Greater than 2.50x but equal to or less than 3.00x 1.00% Greater than 2.00x but equal to or less than 2.50x 0.75% Greater than 1.50x but equal to or less than 2.00x 0.625% Greater than 1.00x but equal to or less than 1.50x 0.50% Equal to or less than 1.00x 0.40% PROVIDED, that until the earlier of November 15, 1998 or the date on which the first Compliance Certificate is delivered pursuant to subsection 6.1(iii) for the Fiscal Quarter ended September 30, 1998, the Eurodollar Rate Margin shall be 1.25% per annum. With respect Upon delivery of the Compliance Certificate by Company to Term A Loans and Revolving LoansAgent pursuant to subsection 6.1(iii), the “Applicable Margin” for each Base applicable Eurodollar Rate Loan and LIBOR Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following receipt by Agent of such Compliance Certificate; PROVIDED, that if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iii), from the time such Compliance Certificate was required to be delivered until delivery of such Compliance Certificate, such applicable Eurodollar Rate Loan Margin shall be the maximum percentage set forth below for that type amount until such Compliance Certificate is delivered. Subject to the provisions of Loan based upon subsections 2.2E and 2.7, the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Swing Line Loans shall bear interest through maturity at the Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%Rate.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR LIBO Rate. Subject to the provisions of subsection 2.7, as each Swing Line Loan shall bear interest on the case may beunpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Loan shall be selected by Borrower Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. . (i) Subject to the provisions of subsections 2.2E and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i1) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin per annum; or (ii2) if a LIBOR LIBO Rate Loan, then at the sum of the Adjusted LIBOR LIBO Rate plus the Applicable Margin per annum. With respect LIBO Rate Margin. (ii) Subject to Term A Loans the provisions of subsections 2.2E and Revolving Loans2.7, the “Applicable Margin” for each Swing Line Loans shall bear interest through maturity at the sum of the Base Rate Loan plus the Applicable Base Rate Margin for Revolving Loans minus the Commitment Fee Percentage. Upon delivery of a Margin Determination Certificate by Company to Administrative Agent pursuant to subsection 6.1(xvii), each of the Applicable Base Rate Margin and LIBOR the Applicable LIBO Rate Loan Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Margin Determination Certificate; provided that if at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xvii), the highest Applicable Base Rate Margin or Applicable LIBO Rate Margin, as the case may be, shall be applicable from such time until delivery of such Margin Determination Certificate; provided further that if a Margin Determination Certificate erroneously indicates an applicable margin more favorable to Company than should be afforded by the percentage set forth below for that type actual calculation of Loan based upon the Consolidated Total Debt Ratio Leverage Ratio, Company shall promptly pay additional interest, letter of credit fees and all other applicable fees or commitment fees, as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal the case may be, to 6.50:1.00 1.625% 2.875%correct such error.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.72.8, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may beLIBOR. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by the applicable Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. . (a) Subject to the provisions of subsections 2.2E and 2.72.8, the Term Loans shall bear interest through maturity as follows: (iI) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin per annumset forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Margin Determination Certificate has been delivered pursuant to subsection 6.l(iv); or (iiII) if a LIBOR Loan, then at the sum of Adjusted LIBOR plus the LIBOR Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Margin Determination Certificate has been delivered pursuant to subsection 6.1 (iv): Consolidated Leverage Ratio Applicable LIBOR Applicable Base --------------------------- Margin Rate Margin ------ ----------- Greater than or equal to 3.0:1.00 2.50% 1.50% Less than 3.0:1.00 2.25% 1.25% provided that, for the first six months after the Closing Date, the applicable margin for Term Loans that are LIBOR Loans shall be 2.50% per annum and for Term Loans that are Base Rate Loans shall be 1.50% per annum. (b) Subject to the provisions of subsections 2.2E and 2.8, the Revolving Loans shall bear interest through maturity as follows: (I) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Margin Determination Certificate has been delivered pursuant to subsection 6.1(iv); or (II) if a LIBOR Loan, then at the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Margin per annum. With respect to Term A Loans and Revolving Loans, the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan shall be the percentage set forth in the table below for that type of Loan based upon Opposite the Consolidated Total Debt Leverage Ratio as set forth and adjusted below: ConsolidatedTotal Debt for the four-Fiscal Quarter period for which the applicable Margin Determination Certificate has been delivered pursuant to subsection 6.1(iv): Consolidated Leverage Ratio Applicable LIBOR Applicable Base --------------------------- Margin Rate Loan LIBOR Rate Loan Margin ------ ----------- Greater than or equal to 6.50:1.00 1.6253.0:1.00 2.25% 2.875%1.25% Greater than or equal to 2.5:1.00 but less than 3.0:1.00 2.00% 1.00% Less than 2.5:1.00 1.75% 0.75% provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are LIBOR Loans shall be 2.25% per annum and for Revolving Loans that are Base Rate Loans shall be 1.25% per annum. Upon delivery of the Margin Determination Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the applicable margins shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Margin Determination Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable margins shall be determined by reference to the Margin Determination Certificate most recently received by Administrative Agent and provided further that, if at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, such applicable margins shall be the maximum percentage amount for the relevant Loan set forth above.

Rate of Interest. Subject to the provisions of subsections 2.6 2.2E and 2.72.6, each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Index Rate or the Adjusted LIBOR Rate, as the case may be. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Index Rate. The applicable basis for determining the rate of interest with respect to any Revolving Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Revolving Loan pursuant to subsection 2.1B. The basis for determining the interest rate with respect to any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Managing Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Index Rate. Subject to the provisions of subsections 2.2E and 2.72.6, the Loans shall bear interest through maturity as follows: (i) if a Base an Index Rate Loan, then at the sum of the Base Index Rate plus the ---- Applicable Margin per annum; or (ii) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus the Applicable Margin per annum. With respect to Term A Loans and Revolving Loans, the “---- The "Applicable Margin” " for each Base (i) Index Rate Loan shall be (x) .50% for all periods prior to the Third Amendment Effective Date and (y) 1.00% for all relevant periods thereafter, and (ii) LIBOR Rate Loan shall be (x) 2.00% for all periods prior to the percentage set forth below Third Amendment Effective Date and (y) 2.50% for that type of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%all relevant periods thereafter."

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may beLIBOR. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Tranche A Term Loans, the Tranche B Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin per annumfor such Type of Loans; or (ii) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Margin per annumfor such Type of Loans. With respect Upon delivery of a Margin Determination Certificate by Borrower to Term A Administrative Agent pursuant to subsection 6.1(xvi), the Applicable Base Rate Margin and Applicable LIBOR Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the 60th day after the end of the Fiscal Quarter to which the financial results contained in the Margin Determination Certificate relate; provided that (1) at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xvi) and in all events until the first Margin Determination Certificate is required to be delivered pursuant to subsection 6.1(xvi), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Applicable Base Rate Margin shall be 2.00% for the Revolving Loans and Revolving the Tranche A Term Loans and 3.00% for the Tranche B Term Loans, and the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan Margin shall be 3.00% for the percentage set forth below Revolving Loans and the Tranche A Term Loans and 4.00% for that type the Tranche B Term Loans, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin more favorable to Borrower than should be afforded by the actual calculation of Loan based upon the Consolidated Total Debt Ratio as set forth Leverage Ratio, Borrower shall promptly pay additional interest and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal letter of credit fees to 6.50:1.00 1.625% 2.875%correct for such error.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or LIBO Rate. Subject to the Adjusted LIBOR provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by 35 36 reference to the Base Rate, as the case may be. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. . (i) Subject to the provisions of subsections 2.2E 2.2E, 2.2G and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (ia) if a Base Rate Loan, then a rate per annum equal at all times to the Base Rate plus the Applicable Base Rate Margin; or (b) if a LIBOR Loan, a rate per annum equal at all times to the LIBO Rate plus the Applicable LIBOR Margin. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the Applicable Base Rate Margin per annum; or (ii) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus the Applicable Margin for Revolving Loans minus 0.50% per annum. With respect to Term A Loans At such time as a change in the Credit Ratings occurs, Company shall notify Administrative Agent of such change, and Revolving Loans, the “Applicable Margin” for each Base Rate Loan Margin and Applicable LIBOR Rate Loan Margin shall automatically be adjusted to reflect the percentage set forth below for that type of Loan based upon change in such Credit Ratings, such adjustment to become effective on the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than next succeeding Business Day following the date on which the change in the Credit Ratings by S&P or equal to 6.50:1.00 1.625% 2.875%Moodx'x, xx the case may be, was publicly announced.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may beLIBOR. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Tranche A Term Loans, the Tranche B Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin per annumfor such Type of Loans; or (ii) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Margin per annumfor such Type of Loans. With respect Upon delivery of the Margin Determination Certificate by Borrower to Term A Loans and Revolving LoansAdministrative Agent pursuant to subsection 6.1(xviii), the “Applicable Margin” Base Rate Margin and Applicable LIBOR Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Margin Reset Date; provided that (1) at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xviii), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Applicable Base Rate Margin shall be 3.00% for each Base Rate Loan Type of Loan, and the Applicable LIBOR Rate Loan Margin shall be 4.00% for each Type of Loan, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin (x) more favorable to Borrower than should be afforded by the percentage set forth below for that type actual calculation of Loan based upon the Consolidated Total Debt Ratio Leverage Ratio, Borrower shall promptly pay additional interest and letter of credit fees to correct for such error and (y) less favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, so long as set forth no Event of Default or Potential Event of Default has occurred and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or is continuing, Lenders shall promptly reimburse Borrower an amount equal to 6.50:1.00 1.625% 2.875%such excess interest and letter of credit fees to correct for such error.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Revolving Loan and Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Eurodollar Rate, as the case may be. The applicable basis for determining the rate of interest with respect to any Revolving Loan or Swing Line Loan shall be selected by Borrower Company initially at the time a Notice of Revolving Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. , and if on any day a Swing Line Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Eurodollar Rate. (i) Subject to the provisions of subsections 2.2E 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (ia) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annumBase Rate Margin; or (iib) if a LIBOR Eurodollar Rate Loan, then at the sum of the Adjusted LIBOR Eurodollar Rate plus the Applicable Margin Eurodollar Rate Margin. (ii) Each Bid Loan shall bear interest on the outstanding principal amount thereof for the Interest Period therefor at a rate per annum. With respect annum equal to Term A Loans the Eurodollar Rate for such Interest Period plus (or minus) the Eurodollar Bid Margin, or at the Absolute Rate for such Interest Period, as the case may be. (iii) Subject to the provisions of subsections 2.2E, 2.2G and Revolving Loans2.7, the “Applicable Margin” for each Swing Line Loans shall bear interest through maturity at either: (a) the sum of the Base Rate Loan and LIBOR plus the Base Rate Loan shall be Margin; or (b) the percentage set forth below for that type sum of Loan based upon the Consolidated Total Debt Ratio Eurodollar Rate (determined on a daily basis as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base in the definition of Eurodollar Rate) plus the Eurodollar Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875Margin plus 0.50%.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or Adjusted LIBOR. Subject to the Adjusted LIBOR provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate, as the case may be. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin per annumfor such Type of Loans; or (ii) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR plus the Applicable LIBOR Margin for such Type of Loans. Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the Applicable Base Rate Margin. Upon delivery of the Margin per annum. With respect Determination Certificate by Borrower to Term A Administrative Agent pursuant to subsection 6.1(xiv), the Applicable Base Rate Margin and Applicable LIBOR Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the third Business Day after the date on which Borrower delivers such Margin Determination Certificate; provided that (1) at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xiv), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Applicable Base Rate Margin shall be 1.75% for the Revolving Loans and Revolving 2.75% for the Term Loans, and the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan Margin shall be 3.00% for the percentage set forth below Revolving Loans and 4.00% for that type the Term Loans, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin more favorable to Borrower than should be afforded by the actual calculation of Loan based upon the Consolidated Total Debt Ratio as set forth Leverage Ratio, Borrower shall promptly pay additional interest and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal letter of credit fees to 6.50:1.00 1.625% 2.875%correct for such error.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Offshore Rate. Subject to the provisions of subsection 2.7, as each Swing Line Loan shall bear interest on the case may beunpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. Subject to the provisions of subsections 2.6 and 2.7, each Offshore Currency Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Adjusted Offshore Rate. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. . (i) Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (ia) if a Base Rate Loan, then at the sum of the Base Rate plus PLUS the Applicable Margin per annumBase Rate Margin; or (iib) if a LIBOR an Offshore Rate LoanLoan denominated in Dollars, then at the sum of the Adjusted LIBOR Offshore Rate plus PLUS the Applicable Margin per annum. With respect Offshore Rate Margin. (ii) Subject to Term A Loans the provisions of subsections 2.2E and Revolving Loans2.7, the “Applicable Margin” for each Swing Line Loans shall bear interest through maturity at the sum of the Base Rate Loan PLUS the Applicable Base Rate Margin MINUS the Commitment Fee Percentage. (iii) Subject to the provisions of subsections 2.2E and LIBOR 2.7, the Offshore Currency Loans shall bear interest through maturity at the sum of the Adjusted Offshore Rate Loan PLUS the Applicable Offshore Rate Margin MINUS the Commitment Fee Percentage. Upon delivery of the Margin Determination Certificate by Company to Administrative Agent pursuant to subsection 6.1(xv), the Applicable Base Rate Margin and the Applicable Offshore Rate Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective, or to be retroactively effective to the percentage set forth below extent a Margin Determination Certificate is not timely delivered pursuant to subsection 6.1(xv), on the forty-sixth day following the end of the Fiscal Quarter for which such Margin Determination Certificate is being or should have been so delivered; PROVIDED that type if a Margin Determination Certificate erroneously indicates an applicable margin more favorable to Company than should be afforded by the actual calculation of Loan based upon the Consolidated Total Debt Ratio as set forth Leverage Ratio, Company shall promptly pay additional interest and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal letter of credit fees to 6.50:1.00 1.625% 2.875%correct for such error.

Rate of Interest. Subject to the provisions of subsections 2.6 2.2E and 2.72.6, each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Index Rate or the Adjusted LIBOR Rate, as the case may be. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Index Rate. The applicable basis for determining the rate of interest with respect to any Revolving Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Revolving Loan pursuant to subsection 2.1B. The basis for determining the interest rate with respect to any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Managing Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Index Rate. Subject to the provisions of subsections 2.2E and 2.72.6, the Loans shall bear interest through maturity as follows: (i) if a Base an Index Rate Loan, then at the sum of the Base Index Rate plus the Applicable Margin per annum; or (ii) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus the Applicable Margin per annum. With respect to Term A Loans and Revolving Loans, the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan shall be the percentage set forth below for that type of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Eurodollar Rate. Subject to the provisions of subsection 2.7, as each Swing Line Loan shall bear interest on the case may beunpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. . (i) Subject to the provisions of subsections 2.2E and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (iA) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annumBase Rate Margin; or (iiB) if a LIBOR Eurodollar Rate Loan, then at the sum of the Adjusted LIBOR Eurodollar Rate plus the Applicable Eurodollar Margin. Upon delivery of the Margin per annum. With respect Determination Certificate by Company to Term A Loans and Revolving LoansAgent pursuant to subsection 6.1(xix), the “Applicable Margin” for each Base Rate Loan Margin and LIBOR Rate Loan the Applicable Eurodollar Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the percentage set forth below for next succeeding Business Day following the receipt by Agent of such Margin Determination Certificate; provided that type of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%if a Margin Determination

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Eurodollar Rate. Subject to the provisions of subsection 2.7, as each Swing Line Loan shall bear interest on the case may beunpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. . (i) Subject to the provisions of subsections 2.2E and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (ia) if a Base Rate Loan, then at the sum of the Base Rate plus 2.00% per annum minus the Applicable Margin per annumPricing Discount, if any; or (iib) if a LIBOR Eurodollar Rate Loan, then at the sum of the Adjusted LIBOR Eurodollar Rate plus 3.00% per annum minus the Applicable Margin Pricing Discount, if any. (ii) Subject to the provisions of subsections 2.2E and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus 2.50% per annum. With respect ; or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus 3.50% per annum. (iii) Subject to Term A Loans the provisions of subsections 2.2E and Revolving Loans2.7, the “Applicable Margin” for each Swing Line Loans shall bear interest through maturity at the sum of the Base Rate Loan and LIBOR Rate Loan shall be plus 1.50% per annum minus the percentage set forth below for that type of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%Applicable Pricing Discount, if any.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each AXEL, each Additional Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Eurodollar Rate. Subject to the provisions of subsection 2.7, as each Swing Line Loan shall bear interest on the case may beunpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any AXEL or any Revolving Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The applicable basis for determining the rate of interest with respect to any Additional Term Loan shall be selected by the Borrower initially at the time a Notice of Borrowing is given with respect to such Additional Term Loan. The basis for determining the interest rate with respect to any AXEL, any Additional Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day an AXEL, an Additional Term Loan or a Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. . (i) Subject to the provisions of subsections 2.2E and 2.7, the AXELs, the Additional Term Loans and the Revolving Loans shall bear interest through maturity as follows: (ia) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annum; in effect from time to time, or (iib) if a LIBOR Eurodollar Rate Loan, then at the sum of the Adjusted LIBOR Eurodollar Rate plus the Applicable Margin per annum. With respect in effect from time to Term A Loans time; and (ii) Subject to the provisions of subsections 2.2E and Revolving Loans2.7, the “Applicable Margin” for each Swing Line Loans shall bear interest through maturity at the sum of the Base Rate Loan and LIBOR Rate Loan shall be plus 1.75% per annum plus the percentage set forth below for that type of Loan based upon Pricing Premium, if any, less the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%Pricing Reduction, if any.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through to maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Eurodollar Rate. Subject to the provisions of subsection 2.7, as each Swing Line Loan shall bear interest on the case may beunpaid principal amount thereof from the date made to maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or a Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annumBase Rate Margin; or (ii) if a LIBOR Eurodollar Rate Loan, then at the sum of the Adjusted LIBOR Eurodollar Rate plus the Applicable Margin per annumEurodollar Margin. With respect Subject to Term A Loans the provisions of subsections 2.2E and Revolving Loans2.7, the “Applicable Margin” for each Swing Line Loans shall bear interest to maturity at the sum of the Base Rate Loan and LIBOR Rate Loan shall be plus the percentage set forth below for that type of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Applicable Base Rate Loan LIBOR Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%Margin.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Eurodollar Rate. Subject to the provisions of subsection 2.7, as each Swing Line Loan shall bear interest on the case may beunpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Borrower Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Tranche B Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. . (a) Subject to the provisions of subsections 2.2E and 2.7, the Revolving Loans shall bear interest through maturity as follows: (i1) if a Base Rate Loan, then at the sum of the Base Rate plus the Revolving Loan Applicable Margin per annumBase Rate Margin; or (ii2) if a LIBOR an Adjusted Eurodollar Rate Loan, then at the sum of the Adjusted LIBOR Eurodollar Rate plus the Revolving Loan Applicable Margin per annum. With respect Adjusted Eurodollar Rate Margin. (b) Subject to Term A Loans the provisions of subsections 2.2E and Revolving Loans2.7, the “Applicable Margin” for each Tranche B Term Loans shall bear interest through maturity as follows: (1) if a Base Rate Loan Loan, then at the sum of the Base Rate plus the Tranche B Applicable Base Rate Margin; or (2) if an Adjusted Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Tranche B Applicable Adjusted Eurodollar Rate Margin. Upon delivery of the Margin Determination Certificate or Compliance Certificate, as the case may be, by Company to Administrative Agent pursuant to subsection 6.1(iv), the applicable margins shall automatically be adjusted in accordance with such Margin Determination Certificate or Compliance Certificate, such adjustment to become effective on the next succeeding March 1, June 1, September 1 or December 1, as applicable, following the receipt by Administrative Agent of such Margin Determination Certificate or Compliance Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Initial Funding Date, the applicable margins shall be determined by reference to the Margin Determination Certificate or Compliance Certificate most recently received by Administrative Agent and LIBOR Rate Loan provided further that, if at any time a Margin Determination Certificate or Compliance Certificate, as the case may be, is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Margin Determination Certificate or Compliance Certificate was required to be delivered until delivery of such Margin Determination Certificate or Compliance Certificate, such applicable margins shall be the maximum percentage amount for the relevant Loan set forth below for that type above. (ii) Subject to the provisions of Loan based upon subsections 2.2E and 2.7, the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the Revolving Loan LIBOR Applicable Base Rate Loan Greater than or equal to 6.50:1.00 1.625% 2.875%Margin.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Eurodollar Rate. Subject to the provisions of subsection 2.7, as each Swing Line Loan shall bear interest on the case may beunpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate in effect from time to time. The applicable basis for determining the rate of interest with respect to any Revolving Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. . (i) Reserved. (ii) Subject to the provisions of subsections 2.2E 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (ia) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable applicable Base Rate Margin per annumset forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or (iib) if a LIBOR Eurodollar Rate Loan, then at the sum of the Adjusted LIBOR Eurodollar Rate plus the Applicable applicable Eurodollar Rate Margin per annum. With respect to Term A Loans and Revolving Loans, the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan shall be the percentage set forth in the table below for that type of Loan based upon opposite the Consolidated Total Debt Leverage Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan for the four-Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Level I Less than 1.50:1.00 1.75% 0.25% Level II Greater than or equal to 6.50:1.00 1.6251.50:1.00, but less than 2.00:1.00 2.00% 2.875%0.50% Level III Greater than or equal to 2.00:1.00 but less than 2.50:1.00 2.25% 0.75% Level IV Greater than or equal to 2.50:1.00 2.50% 1.00% provided that, until the delivery of the Pricing Certificate for the Fiscal Quarter ending September 30, 2004, the applicable margin for the Revolving Loans that are Eurodollar Rate Loans shall be 2.25% per annum and for Revolving Loans that are Base Rate Loans shall be 0.75% per annum. (iii) Upon delivery of the Pricing Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin for Revolving Loan Commitments and the Eurodollar Rate Margin for Revolving Loan Commitments shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the second Business Day following the receipt by Administrative Agent of such Pricing Certificate (subject to the provisions of the foregoing clauses (i) and (ii)); provided that, if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable margins shall be the maximum percentage amount for the relevant Loan set forth above.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Eurodollar Rate. Subject to the provisions of subsection 2.7, as each Swing Line Loan shall bear interest on the case may beunpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Canadian Prime Rate. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. . (i) Subject to the provisions of subsections 2.2E and 2.7, the Tranche A Term Loans and Revolving Loans shall bear interest through maturity as follows: (ia) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin per annumfor Tranche A Term Loans; or (iib) if a LIBOR Eurodollar Rate Loan, then at the sum of the Adjusted LIBOR Eurodollar Rate plus the Applicable Eurodollar Rate Margin per annum. With respect for Tranche A Term Loans. (ii) Subject to Term A Loans the provisions of subsections 2.2E and Revolving Loans2.7, the “Applicable Margin” for each AXELs Series B shall bear interest through maturity as follows: (a) if a Base Rate Loan and LIBOR Rate Loan shall be Loan, then at the percentage set forth below for that type sum of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR plus the Applicable Base Rate Loan Greater than or equal Margin for AXELs Series B; or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Applicable Eurodollar Rate Margin for AXELs Series B. (iii) Subject to 6.50:1.00 1.625% 2.875%the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Canadian Prime Rate plus the Applicable Base Rate Margin for Tranche A Term Loans.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) until paid in full at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E 2.2E, 2.2G and 2.7, the Loans shall bear interest through maturity until paid in full as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annum; or (ii) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus the Applicable Margin per annum. With respect to Term Loans A Loans and the Revolving Loans, the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan shall be the percentage set forth below for that type of Loan based upon the Consolidated Total Debt Leverage Ratio as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than 5.50:1.00 1.75 % 3.00 % Greater than 4.50:1:00 but less than or equal to 6.50:1.00 1.6255.50:1.00 1.50 % 2.8752.75 % Greater than 3.50:1:00 but less than or equal to 4.50:1.00 1.25 % 2.50 % Less than or equal to 3.50:1.00 1.00 % 2.25 % With respect to Term Loans B, the “Applicable Margin” for each Base Rate Loan shall be 2.00% and for each LIBOR Rate Loan shall be 3.25%. The Applicable Margin for each Term Loan A and Revolving Loan shall be set at the highest amount set forth in the table above for the six (6) month period following the Closing Date. Thereafter, the Applicable Margin for each Loan shall be adjusted, to the extent required, on the date of delivery of each Compliance Certificate or other Officer’s Certificate delivered pursuant to subsection 6.1(iv) or 7.7(iii), as applicable, demonstrating a change in the Consolidated Total Debt Leverage Ratio requiring an adjustment to the Applicable Margin, such adjustment to remain in effect until the next date of delivery of a Compliance Certificate (and related financial information required at such time pursuant to subsection 6.1 or 7.7(iii), as applicable) pursuant to subsection 6.1(iv) demonstrating a change in the Consolidated Total Debt Leverage Ratio requiring an adjustment to the Applicable Margin; provided that, without limiting the effects of any Event of Default or Potential Event of Default that may result therefrom, if Borrower does not deliver any Compliance Certificate required pursuant to subsection 6.1 or 7.7(iii), as applicable, by the date specified therefor or if any Event of Default shall have occurred and be continuing, then, upon the election of Requisite Lenders, the Applicable Margin shall be the highest amount set forth in the table above until such Event of Default is cured or waived or until the delivery of such Compliance Certificate, as applicable.

Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR LIBO Rate. Subject to the provisions of subsection 2.7, as each Swing Line Loan shall bear interest on the case may beunpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Loan shall be selected by Borrower Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The 2.1B, and the basis for determining the interest rate with respect to any Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. . (i) Subject to the provisions of subsections 2.2E and 2.7, the Tranche A Term Loans, the Tranche B Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i1) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin per annum; or (ii2) if a LIBOR LIBO Rate Loan, then at the sum of the Adjusted LIBOR LIBO Rate plus the Applicable Margin per annum. With respect LIBO Rate Margin. (ii) Subject to Term A Loans the provisions of subsections 2.2E and Revolving Loans2.7, the “Applicable Margin” for each Swing Line Loans shall bear interest through maturity at the sum of the Base Rate Loan plus the Applicable Base Rate Margin for Revolving Loans minus the Commitment Fee Percentage. Upon delivery of a Margin Determination Certificate by Company to Administrative Agent pursuant to subsection 6.1(xviii), each of the Applicable Base Rate Margin and LIBOR the Applicable LIBO Rate Loan Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Margin Determination Certificate; provided that if at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xviii), the highest Applicable Base Rate Margin or Applicable LIBO Rate Margin, as the case may be, shall be applicable from such time until delivery of such Margin Determination Certificate; provided further that if a Margin 45 EXECUTION Determination Certificate erroneously indicates an applicable margin more favorable to Company than should be afforded by the percentage set forth below for that type actual calculation of Loan based upon the Consolidated Total Debt Ratio Leverage Ratio, Company shall promptly pay additional interest, letter of credit fees and all other applicable fees or commitment fees, as set forth and adjusted below: ConsolidatedTotal Debt Ratio Base Rate Loan LIBOR Rate Loan Greater than or equal the case may be, to 6.50:1.00 1.625% 2.875%correct such error.