“Interest Payment Date” means # as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates, and # as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.

the spread adjustment that would apply (or has previously been applied) to the fallback rate for a derivative transaction referencing the ISDA Definitions (taking into account the interest period, interest payment date or payment period for interest calculated and/or tenor thereto).

The Seller Representative shall recalculate the [Section 338] Tax Adjustment as of the due date of payment of the Earnout Amount for the Earnout Period ending on the two (2) year anniversary of the Closing Date (the “Recalculated [Section 338] Tax Adjustment”) and the Seller Representative shall provide a schedule to the Buyer within thirty (30) days of the date of the final contingent payment which sets forth the amount of the Recalculated [Section 338] Tax Adjustment. In making such computation, # the highest federal, state and local Tax rate to which any Seller is subject shall be used and any other items of income, deduction, gain, loss or credits shall be ignored, # net present value shall be calculated with the due date of the final contingent payment as the reference date using an eight percent (8%) discount rate, compounded annually, and # any capital loss generated by the transaction which is not used to offset capital gain generated by the transaction shall be disregarded. If the Recalculated [Section 338] Tax Adjustment differs from the initial [Section 338] Tax Adjustment, the Buyer shall pay Sellers or Sellers shall pay Buyer, as the case may be, the difference between the Recalculated [Section 338] Tax Adjustment and the initial [Section 338] Tax Adjustment within thirty (30) days of agreement by the Buyer and the Seller Representative of the amount of the Recalculated [Section 338] Tax Adjustment.

Interest not paid when due shall bear interest at the same rate as principal. All payments hereunder are to be applied first to the payment of accrued interest and the balance remaining applied to the payment of principal. All principal and interest due hereunder is payable in lawful money of the United States of America; and

Subject to Section 2.4, each Base Rate Loan shall bear interest upon the unpaid principal balance thereof, from and including the date advanced or converted, to but excluding the date of conversion or repayment thereof, at a fluctuating rate, per annum, equal to the lesser of # the greater of # the Base Rate plus 1.002.25 percentage point and # 2.65 percentage points, and # the Highest Lawful Rate. Any change in the interest rate resulting from a change in the Base Rate will become effective on the day on which each change in the Base Rate is announced by Agent. Interest due with respect to Base Rate Loans shall be due and payable, in arrears, commencing on the first Interest Payment Date following the Closing Date, and continuing on each Interest Payment Date thereafter up to and including the Interest Payment Date immediately preceding the Maturity Date, and on the Maturity Date.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark Rate with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to # any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark Rate with the applicable Unadjusted Benchmark Replacement by the Governmental Authority on the applicable Benchmark Replacement Date and/or # any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark Rate with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

“Japanese Prime Rate” means for any Loan denominated in Yen the greater of (a) (i) the Japanese local bank prime rate plus # the Japanese Prime Rate Adjustment and # the Floor.

No downward adjustment of any Applicable Rate shall occur if, at the time such downward adjustment would otherwise be made, there shall exist any Event of Default, provided that such downward adjustment shall be made on the first (1st) day of the month after the date on which the applicable Event of Default shall have been waived by Agent in writing. During any period which an Event of Default exists, the Applicable Rate(s) shall adjust to the highest Applicable Rate(s) set forth above upon direction of the Agent or the Required Lenders.

Default Rate. If any Event of Default occurs and is continuing, then upon the election of the Agent (at the direction of the Required Lenders), while any such Event of Default is outstanding, # all of the Obligations (other than Bank Product Obligations and undrawn Letters of Credit) that have been charged to the Loan Account shall bear interest at the Default Rate applicable thereto and # the Letter of Credit Fee shall increase to the Default Rate.

Default Rate. Upon the occurrence and during the continuation of an Event of Default,