Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, # characterize any payment that is not principal as an expense, fee, or premium rather than interest, # exclude voluntary prepayments and the effects thereof, and # amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender.

Stated Interest Rate. Except as provided in [Section 4] below, the principal balance outstanding hereunder from time to time shall bear interest at the Stated Interest Rate. Except to the extent affected by [Section 2.3(f)] of the Loan Agreement, the “Stated Interest Rate” shall be equal to the greater of: # Term SOFR Rate plus three and one half of one percent (3.50%), which interest rate shall change when and as the Term SOFR Rate changes; or # six percent (6.00%) per annum (the “Floor”).

Interest Rate Options. Subject to the provisions of this Section, at the election of the Borrower, # Revolving Credit Loans shall bear interest at # the Base Rate plus the Applicable Margin or # the LIBOR Rate plus the Applicable Margin (provided that the LIBOR Rate shall not be available until three (3) Business after the Closing Date unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying ​ in the manner set forth in [Section 5.9] of this Agreement) and # any Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to [Section 5.2].

Interest Rate Options. All other Obligations not constituting the Term Loans shall bear interest calculated based upon the Base Rate Option. Subject to the limitations set forth in [Section 3.4], the Borrower shall have the right to select from the following Interest Rate Options applicable to the Term Loans:

RATE OF INTEREST. Interest payable on the Principal Amount shall accrue at a fixed rate equal to the prime interest rate plus 2%. Interest shall be calculated at the end of each month based on the outstanding Principal Amount at the end of that month on the basis of a 360 day year. Outstanding interest is due at the time the Principal Amount is due as set forth in this Note. Interest shall only accrue on sums advanced and received by Borrower under this Note.

Alternative Rate of Interest. Notwithstanding anything to the contrary in [Section 5.8(a)] above, if the Administrative Agent has made determination (such determination to be conclusive absent manifest error) that # the circumstances described in [[Section 5.8(a)(i) or (a)(ii)])]])] have arisen and that such circumstances are unlikely to be temporary, # any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the syndicated loan market in the applicable currency or # the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the syndicated loan market in the applicable currency, then the Administrative Agent and the Borrower shall endeavor to establish a replacement interest rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until # an event described in [[Section 5.8(a)(i), (a)(ii), (c)(i), (c)(ii) or (c)(iii)])])])])]])])])])] occurs with respect to the Replacement Rate or # the Required Lenders (either directly or through the Administrative Agent) notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent, as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this [Section 5.8(c)]. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, [Section 12.2]), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lender objects). To the extent the Replacement Rate is approved by the Administrative Agent in connection with this [clause (c)], the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower (it being understood that any such modification pursuant to this [clause (c)] shall not require the consent of, or consultation with, any of the Lenders).

Alternate Rate of Interest. (a) If prior to the commencement of any Interest Period for a Eurocurrency Advance:

Documentation and Interest Rate. Each loan must be evidenced by a promissory note prepared in a form approved by the Committee and shall bear a reasonable rate of interest equal to the Wall Street Journal Prime Rate plus 1% or such other commercially reasonable interest rate as determined by the Committee from time to time; provided however, that the applicable interest rate shall not exceed 6% during any period that the Participant receiving the loan is on military leave, in accordance with the Servicemembers Civil Relief Act. Interest paid by a Participant on a loan made under this [Section 4.8] shall be credited to the Participant’s Account as of the accounting date that ends the accounting period of the Plan during which such interest payment is made.

The Eurodollar Rate for each Interest Period for Eurodollar Rate Loans shall be determined by the ​ pursuant to the procedures set forth in the definition of “Eurodollar Rate.” The ​’s determination shall be presumed to be correct and binding on the Loan Parties, absent manifest error.