Computation; 360-Day Year. In computing interest for the Term Loan, the Funding Date shall be included and the date of payment shall be excluded; provided, however, that if any portion of the Term Loan is repaid on the same day on which it is made, such day shall be included in computing interest on such portion of the Term Loan. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed.

Computation of Tax Liability. Bank Subsidiary shall compute and accrue its separate liability or benefit, if applicable, for federal income taxes. Such computation shall take into account all taxable income and tax deductible expense items of Bank Subsidiary only and shall give full effect to any tax credits earned by Bank Subsidiary only; such computation shall be performed so as to compute the separate tax liability or tax benefit of Bank Subsidiary independent of any other members of the consolidated group. Such computation shall follow generally accepted accounting principles of accrual accounting. The Bank Subsidiary shall pay Federal consolidated quarterly estimates on or around the dates [the 15 day of April, June September, and December each year] on which corporations are obligated to make estimated income tax payments. Not later than 10 days after filing Federal consolidated income tax returns. Parent and Bank Subsidiary shall make final settlement of the prior year’s tax liability.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. All computations of interest for Base Rate Loans (including Base RateABR Loans determined by reference to the EurodollarPrime Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to [Section 2.12(a)], bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Cash Interest. Borrower shall pay interest in arrears on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full at a per annum rate of interest equal to 6.5% (the “Cash Interest”), which shall be payable in accordance with the terms of [Section 2.02(b)(i)].

PIK Interest. Borrower shall incur additional interest in arrears on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full at a per annum rate of interest equal to 5.5%, which amount (the “PIK Interest”) shall be added to increase the outstanding principal balance of such Loan on each Payment Date (and thereafter interest shall accrue thereon) and which amount shall be payable when the principal amount of the Loan is payable or in accordance with the terms of [Section 2.02(b)(ii)]. Notwithstanding the foregoing, Borrower, at its election and on each Payment Date, may elect to pay the PIK Interest (or any part thereof) that has not already been added to the outstanding principal balance of the Loan pursuant to this [Section 2.02(a)(ii)] as Cash Interest pursuant to the terms of [Section 2.02(b)(i)].

Cash Interest. Except as set forth in [Section 2.02(c)], on the first Business Day of each month (each a “Payment Date”), commencing on the first Payment Date after the Funding Date and on each subsequent Payment Date through and including the Maturity Date, for each Loan, Borrower shall make payments to each Lender of interest accrued through and including such Payment Date.

PIK Interest. On the Maturity Date, Borrower shall make a payment to each Lender of PIK Interest accrued and not added to principal through and including the Maturity Date.

Default Interest. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, the outstanding Obligations shall bear interest, after as well as before judgment, at a rate per annum equal to # in the case of principal balance of any Loan, 2% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.07 or # in the case of any other amount, 2% per annum plus the rate applicable to Base Rate Loans as provided in Section 2.07(a)(i).

Interim Interest. Notwithstanding anything to the contrary herein, the Borrower agrees to pay to each Tranche B Lender that shall have funded, in Dollars in immediately available funds, the full amount of its Tranche B Commitment to the Escrow Agent pursuant to the Escrow Agreement, interest on such amount accruing for the Closing Date (notwithstanding that such amount would not be made available for the account of the Borrower until the immediately succeeding Business Day) at the rate per annum that would have been applicable had such amount been outstanding on the Closing Date as a Base Rate Loan, and the Borrower hereby agrees that such interest shall be payable regardless of whether or not the Arranger provides the Escrow Agent direction to release any funds held by the Escrow Agent pursuant to the Escrow Agreement for the purpose of repaying the Existing Credit Facility.

Default Interest. The [[Organization A:Organization]] shall pay interest on the unpaid principal amount of each Loan that is not paid when due (whether at stated maturity, by acceleration or otherwise), and on the unpaid amount of any interest, fee or other amount payable hereunder that is not paid when due, payable on demand, at a rate per annum during the period from the due date thereof to the date on which such amount is paid in full equal to: