Common use of Interest Rates; Payment of Principal and Interest Clause in Contracts

Interest Rates; Payment of Principal and Interest. (a) Borrower shall make each payment due hereunder by making, or causing to be made, the amount thereof available to Lender’s account maintained with Lender in Los Angeles, California, not later than noon Pacific Time, on the date of payment. In lieu thereof, Borrower hereby authorizes Lender to, and Lender shall, charge such interest, the Letter of Credit Fee, and all other fees and expenses provided for in this Agreement or the other Loan Documents (as and when accrued or incurred), to Borrower’s Loan Account, which amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (b) 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 (i) the Base Rate minus 1.25 percentage points, or (ii) 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 Lender. 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 Final Payment Date, and on the Final Payment Date. (c) Subject to Section 2.4, each LIBOR Rate Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, converted, or continued, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate plus 1.25 percentage points, and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate Loan and on the Final Payment Date. Anything to the contrary contained in this Agreement notwithstanding, Borrower may not have more than 10 LIBOR Rate Loans outstanding at any one time. (d) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Loans, together with accrued and unpaid interest thereon, shall be due and payable in accordance with clause (e) below. (e) On the Revolving Commitment Termination Date, Lender shall have the option to elect to either (i) extend the Revolving Commitment Termination Date by one year, in which case the Revolving Commitment Termination Date shall be one year later than the previously existing Revolving Commitment Termination Date so long as Borrower has provided its written consent to such extension, or (ii) terminate the Revolving Facility Credit Commitment and convert the outstanding principal balance of all Loans into a single term loan, which shall be repayable in 12 equal quarterly principal installments, each in an amount equal to 1/12th of the outstanding principal balance of such term loan as of the date of conversion, on the first day of each fiscal quarter of Borrower thereafter, with all unpaid amounts due and payable on the Final Payment Date. If Lender fails to notify Borrower within thirty (30) days prior to the Revolving Commitment Termination Date that it has elected to extend the Revolving Commitment Termination Date by one year, Lender shall be deemed to have elected to terminate all Revolving Facility Credit Commitments and to convert the Loans into a term loan pursuant to subclause (ii) above if this clause (e).

Interest Rates; Payment of Principal and Interest. (a) Borrower The Borrowers shall make each payment due hereunder by making, or causing to be made, the amount thereof available to LenderAgent’s account maintained with Lender in Los Angeles, CaliforniaAccount, not later than noon 1:00 p.m. (Pacific Time, ) on the date of payment, for the account of the Lender Group. In lieu thereofThe Borrowers hereby authorize Agent, Borrower hereby authorizes Lender toif not paid to Agent in immediately available funds within two (2) Business Days of the date when such payment was due, and Lender shall, charge to obtain quarterly payments in respect of such interest, the Letter of Credit Fee, and all other fees and expenses interest provided for in this Agreement or the other Loan Documents (as and when accrued payable hereunder or incurredunder the other Loan Documents) by debiting the Distribution Account in an amount equal to the amount thereof. If the Borrowers fail to make any such payment when due, each Borrower hereby authorizes and directs Agent to charge such interest, Letters of Credit Fees, and all other fees, expenses, and other Lender Group Expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder or under the other Loan Documents), to Borrower’s the Borrowers’ Loan AccountAccount as a Loan, which and if such amounts are charged to the Borrowers’ Loan Account as a Loan, such amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (i) Unless Agent receives notice from the Administrative Borrower prior to the date on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, Agent may assume that the Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (ii) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (in accordance with their respective Pro Rata Shares) and applied thereto and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders in accordance with their respective Pro Rata Shares. Subject to Section 2.4(a)(iv) below, all payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied as follows: (A) first, to pay any fees and Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) second, to pay any fees and Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) third, ratably to pay interest due in respect of the Loans until paid in full, (D) fourth, so long as no Event of Default has occurred and is continuing, to pay the then due and owing principal balance of all Loans until paid in full, (E) fifth, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance of the Loans until paid in full and (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 103% of the Letter of Credit Usage until paid in full, (F) sixth, to pay any other Obligations (other than those owed to Defaulting Lenders), until paid in full, (G) seventh, to pay any Obligations owed to Defaulting Lenders, until paid in full, and (H) eighth, to the Borrowers (to be wired to the Distribution Account) or such other Person entitled thereto under applicable law. (iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive. (iv) In each instance, so long as no Event of Default has occurred and is continuing, Section 2.4(a)(ii) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower in a written notice to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (v) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern. (b) Subject to Section 2.42.5, 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 (i) the Base Rate minus plus 1.25 percentage points, points or (ii) 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 LenderAgent. 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 applicable to and including the Interest Payment Date immediately preceding the Final Payment Date, such Loan and on the Final Payment Maturity Date; provided, that with respect to any prepayment required pursuant to Section 2.9 hereof, the interest due with respect to the amount to be prepaid in accordance therewith and on the date required thereby, shall be calculated as the ratable portion of the accrued interest on the amount required to be so prepaid and that such accrued interest shall be calculated as if on or with respect to the Loan most recently advanced prior to the date of such prepayment. (c) Subject to Section 2.42.5, each LIBOR Rate Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, converted, or continued, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate plus 1.25 2.25 percentage points, points and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate Loan and on the Final Payment Maturity Date. Anything to the contrary contained in this Agreement notwithstanding, Borrower the Borrowers may not have more than 10 ten (10) LIBOR Rate Loans outstanding at any one time. (d) The Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit Fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.15(c)) which shall accrue at a rate equal to 2.25% per annum times the Daily Balance of the Letter of Credit Usage (the “Letter of Credit Fee”), and which shall be payable quarterly in arrears commencing on October 1, 2019 and continuing on the first day of each fiscal quarter thereafter. (e) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Loans, together with accrued and unpaid interest thereon, shall be due and payable payable, in accordance with clause (e) belowfull, on the Maturity Date. (ef) On the Revolving Commitment Termination Maturity Date, Lender the Borrowers shall have the option provide to elect to either (i) extend the Revolving Commitment Termination Date by one year, in which case the Revolving Commitment Termination Date shall be one year later than the previously existing Revolving Commitment Termination Date so long as Borrower has provided its written consent to such extension, or (ii) terminate the Revolving Facility Agent Letter of Credit Commitment and convert the outstanding principal balance of all Loans into a single term loan, which shall be repayable in 12 equal quarterly principal installments, each in an amount equal to 1/12th of the outstanding principal balance of such term loan as of the date of conversion, on the first day of each fiscal quarter of Borrower thereafter, with all unpaid amounts due and payable on the Final Payment Date. If Lender fails to notify Borrower within thirty (30) days prior to the Revolving Commitment Termination Date that it has elected to extend the Revolving Commitment Termination Date by one year, Lender shall be deemed to have elected to terminate all Revolving Facility Credit Commitments and to convert the Loans into a term loan pursuant to subclause (ii) above if this clause (e)Collateralization.

Interest Rates; Payment of Principal and Interest. (a) Borrower shall make each payment due hereunder by making, or causing to be made, the amount thereof available to LenderAgent’s account maintained with Lender Account in Los Angeles, California, not later than noon Pacific Time, on the date of payment. In lieu thereof, Borrower hereby authorizes Lender Agent to, and Lender Agent shall, charge such interest, the Letter of Credit Fee, and all other fees and expenses provided for in this Agreement or the other Loan Documents (as and when accrued or incurred), to Borrower’s Loan Account, which amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (i) Unless Agent receives notice from Borrower prior to the date on which any payment is due to the Lenders that Borrower will not make such payment in full as and when required, Agent may assume that Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrower does not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (ii) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (in accordance with their respective Pro Rata Shares) and applied thereto and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders in accordance with their respective Pro Rata Shares. Subject to Section 2.3(a)(iv) below, all payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied as follows: (A) first, to pay any fees and Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) second, to pay any fees and Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) third, ratably to pay interest due in respect of the Loans until paid in full, (D) fourth, so long as no Event of Default has occurred and is continuing, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) on the Revolving Loans, until paid in full (and, if any Revolving Loans are converted into a term loanConverted Term Loan pursuant to Section 2.3(e) of this Agreement, to pay the outstanding principal balance of such term loanConverted Term Loan (in the inverse order of the maturity of the installments due thereunder) until such term loanConverted Term Loan is paid in full), (E) fifth, if an Event of Default has occurred and is continuing, ratably to pay the outstanding principal balance of the Revolving Loans, until paid in full, (F) sixth, to pay any other Obligations (other than Obligations owing to Defaulting Lenders) (including all amounts then due and payable in respect of the Bank Product Obligations, with any balance to be held by Lender as cash collateral to be applied to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to Lender as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Lender in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.3(b)(ii)), until paid in full, (G) seventh, to pay any Obligations owed to Defaulting Lenders until paid in full, and (H) eighth, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. (iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive. (iv) In each instance, so long as no Event of Default has occurred and is continuing, Section 2.3(a)(ii) shall not apply to any payment made by Borrower to Agent and specified by Borrower in a written notice to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (v) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, any LIBOR Prepayment Fee, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3 shall control and govern. (b) 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 convertedconverted to a Base Rate Loan, to but excluding the date of conversion to a LIBOR Rate Loan or repayment thereof, at a fluctuating rate, per annum, equal to the lesser of (i) the Base Rate minus 1.25 percentage pointsRate, or (ii) 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 LenderAgent. 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 Final Payment Date, and on the Final Payment Date. (c) Subject to Section 2.4, each LIBOR Rate Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, convertedconverted to a LIBOR Rate Loan, or continuedcontinued as a LIBOR Rate Loan for a new Interest Period, to but excluding the date of conversion to a Base Rate Loan or repayment thereof, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate plus 1.25 2.25 percentage points, and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate Loan and on the Final Payment Date. Anything to the contrary contained in this Agreement notwithstanding, Borrower may not have more than 10 LIBOR Rate Loans outstanding at any one time. (d) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Revolving Loans, together with accrued and unpaid interest thereon, shall be due and payable in accordance with clause (e) below. (e) On the Final Revolving Commitment Termination Date, Lender shall have the option to elect to either (i) extend the Revolving Commitment Termination Date by one year, in which case the Revolving Commitment Termination Date shall be one year later than the previously existing Revolving Commitment Termination Date so long as Borrower has provided its written consent to such extension, or (ii) terminate the Revolving Facility Credit Commitment and convert the outstanding principal balance of all Loans alleach Revolving LoansLoan shall automatically be deemed converted into a single term loanloan (each, a “Converted Term Loan”), which shall be repayable in 12 equal quarterly principal installmentsinstallments commencing on JulyJanuary 1, 20192021 and continuing on the first dayBusiness Day of each fiscal quarter of Borrower thereafter, (i) the first six of which shall be in an amount equal to 1/12th of the 3.75 percent times the outstanding principal balance of such term loan loanConverted Term Loan as of the date of conversion and (ii) the second six of which shall be in an amount equal to the 5.00 percent times the outstanding principal balance of such term loanConverted Term Loan as of the date of conversion, on the first day of each fiscal quarter of Borrower thereafter, with all unpaid amounts due and payable on the Final Payment Date. If Lender fails to notify Borrower within thirty (30) days prior to the Revolving Commitment Termination Date that it has elected to extend the Revolving Commitment Termination Date by one year, Lender shall be deemed to have elected to terminate all Revolving Facility Credit Commitments and to convert the Loans into a term loan pursuant to subclause (ii) above if this clause (e).

Interest Rates; Payment of Principal and Interest. (a) Borrower shall make each payment due hereunder by making, or causing to be made, the amount thereof available to Lender’s account maintained with Lender in Los Angeles, California, not later than noon Pacific Time, on the date of payment. In lieu thereof, Borrower hereby authorizes Lender to, and Lender shall, charge such interest, the Letter of Credit Fee, and all other fees and expenses provided for in this Agreement or the other Loan Documents (as and when accrued or incurred), to Borrower’s Loan Account, which amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (b) 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 (i) the Base Rate minus 1.25 percentage pointsRate, or (ii) 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 Lender. 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 Final Payment Date, and on the Final Payment Date. (c) Subject to Section 2.4, each LIBOR Rate Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, converted, or continued, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate plus 1.25 2.25 percentage points, and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate Loan and on the Final Payment Date. Anything to the contrary contained in this Agreement notwithstanding, Borrower may not have more than 10 LIBOR Rate Loans outstanding at any one time. (d) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Loans, together with accrued and unpaid interest thereon, shall be due and payable in accordance with clause (e) below. (e) On the Final Revolving Commitment Termination Date, Lender shall have the option to elect to either (i) extend the Revolving Commitment Termination Date by one year, in which case the Revolving Commitment Termination Date shall be one year later than the previously existing Revolving Commitment Termination Date so long as Borrower has provided its written consent to such extension, or (ii) terminate the Revolving Facility Credit Commitment and convert the outstanding principal balance of all Revolving Loans shall be deemed converted into a single term loan, which shall be repayable in 12 equal 16 quarterly principal installmentsinstallments commencing on November 1, 2013 and continuing on the first day of each fiscal quarter of Borrower thereafter, (i) the first eight of which shall be in an amount equal to 1/12th the 3.75 percent times the outstanding principal balance of such term loan as of the date of conversion and (ii) the second eight of which shall be in an amount equal to the 5.00 percent times the outstanding principal balance of such term loan as of the date of conversion, on the first day of each fiscal quarter of Borrower thereafter, with all unpaid amounts due and payable on the Final Payment Date. If Lender fails to notify Borrower within thirty (30) days prior to the Revolving Commitment Termination Date that it has elected to extend the Revolving Commitment Termination Date by one year, Lender shall be deemed to have elected to terminate all Revolving Facility Credit Commitments and to convert the Loans into a term loan pursuant to subclause (ii) above if this clause (e).

Interest Rates; Payment of Principal and Interest. (a) Borrower The Borrowers shall make each payment due hereunder by making, or causing to be made, the amount thereof available to LenderAgent’s account maintained with Lender in Los Angeles, CaliforniaAccount, not later than noon 1:00 p.m. (Pacific Time, ) on the date of payment, for the account of the Lender Group. In lieu thereofThe Borrowers hereby authorize Agent, Borrower hereby authorizes Lender toif not paid to Agent in immediately available funds within two (2) Business Days of the date when such payment was due, and Lender shall, charge to obtain quarterly payments in respect of such interest, the Letter of Credit Fee, and all other fees and expenses interest provided for in this Agreement or the other Loan Documents (as and when accrued payable hereunder or incurredunder the other Loan Documents) by debiting the Distribution Account in an amount equal to the amount thereof. If the Borrowers fail to make any such payment when due, each Borrower hereby authorizes and directs Agent to charge such interest, Letters of Credit Fees, and all other fees, expenses, and other Lender Group Expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder or under the other Loan Documents), to Borrower’s the Borrowers’ Loan AccountAccount as a Loan, which and if such amounts are charged to the Borrowers’ Loan Account as a Loan, such amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (i) Unless Agent receives notice from the Administrative Borrower prior to the date on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, Agent may assume that the Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (ii) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (in accordance with their respective Pro Rata Shares) and applied thereto and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders in accordance with their respective Pro Rata Shares. Subject to Section 2.4(a)(iv) below, Agent shall apply any and all payments shall be remitted to Agent and all such payments,, distributions or other amounts received by Agent (or by any Lender, which shall promptly be turned over to Agent) in respect of the Obligations and/or any Collateral, and any and all proceeds of or related to any Collateral received by Agent, shall be applied as follows (or by any Lender, which shall promptly be turned over to the Administrative Agent), in the following order: (A) first, to pay any fees and Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) second, to pay any fees and Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) third, ratably to pay interest due in respect of the Loans until paid in full, (D) fourth, so long as no Event of Default has occurred and is continuing, to pay the then due and owing principal balance of all Loans until paid in full, (E) fifth, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance of the Loans until paid in full and (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 103% of the Letter of Credit Usage until paid in full, (F) sixth, to pay any other Obligations (other than those owed to Defaulting Lenders), until paid in full, (G) seventh, to pay any Obligations owed to Defaulting Lenders, until paid in full, and (H) eighth, to the Borrowers (to be wired to the Distribution Account) or such other Person entitled thereto under applicable law. (iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive. (iv) In each instance, so long as no Event of Default has occurred and is continuing, Section 2.4(a)(ii) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower in a written notice to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (v) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof (including, without limitation, Section 1.2), including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern. (b) Subject to Section 2.42.5, 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 (i) the Base Rate minus plus 1.25 percentage points, points or (ii) 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 LenderAgent. 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 applicable to and including the Interest Payment Date immediately preceding the Final Payment Date, such Loan and on the Final Payment Maturity Date; provided, that with respect to any prepayment required pursuant to Section 2.9 hereof, the interest due with respect to the amount to be prepaid in accordance therewith and on the date required thereby, shall be calculated as the ratable portion of the accrued interest on the amount required to be so prepaid and that such accrued interest shall be calculated as if on or with respect to the Loan most recently advanced prior to the date of such prepayment. (c) Subject to Section 2.42.5, each LIBOR Rate Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, converted, or continued, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate plus 1.25 2.25 percentage points, points and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate Loan and on the Final Payment Maturity Date. Anything to the contrary contained in this Agreement notwithstanding, Borrower the Borrowers may not have more than 10 ten (10) LIBOR Rate Loans outstanding at any one time. (d) The Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit Fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.15(c)) which shall accrue at a rate equal to 2.25% per annum times the Daily Balance of the Letter of Credit Usage (the “Letter of Credit Fee”), and which shall be payable quarterly in arrears commencing on October 1, 2019 and continuing on the first day of each fiscal quarter thereafter. (e) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Loans, together with accrued and unpaid interest thereon, shall be due and payable payable, in accordance with clause (e) belowfull, on the Maturity Date. (ef) On the Revolving Commitment Termination Maturity Date, Lender the Borrowers shall have the option provide to elect to either (i) extend the Revolving Commitment Termination Date by one year, in which case the Revolving Commitment Termination Date shall be one year later than the previously existing Revolving Commitment Termination Date so long as Borrower has provided its written consent to such extension, or (ii) terminate the Revolving Facility Agent Letter of Credit Commitment and convert the outstanding principal balance of all Loans into a single term loan, which shall be repayable in 12 equal quarterly principal installments, each in an amount equal to 1/12th of the outstanding principal balance of such term loan as of the date of conversion, on the first day of each fiscal quarter of Borrower thereafter, with all unpaid amounts due and payable on the Final Payment Date. If Lender fails to notify Borrower within thirty (30) days prior to the Revolving Commitment Termination Date that it has elected to extend the Revolving Commitment Termination Date by one year, Lender shall be deemed to have elected to terminate all Revolving Facility Credit Commitments and to convert the Loans into a term loan pursuant to subclause (ii) above if this clause (e)Collateralization.

Interest Rates; Payment of Principal and Interest. (a) Borrower shall make each payment due hereunder by making, or causing to be made, the amount thereof available to LenderAgent’s account maintained with Lender Account in Los Angeles, California, not later than noon Pacific Time, on the date of payment. In lieu thereof, Borrower hereby authorizes Lender Agent to, and Lender Agent shall, charge such interest, the Letter of Credit Fee, and all other fees and expenses provided for in this Agreement or the other Loan Documents (as and when accrued or incurred), to Borrower’s Loan Account, which amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (i) Unless Agent receives notice from Borrower prior to the date on which any payment is due to the Lenders that Borrower will not make such payment in full as and when required, Agent may assume that Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrower does not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (ii) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (in accordance with their respective Pro Rata Shares) and applied thereto and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders in accordance with their respective Pro Rata Shares. Subject to Section 2.3(a)(iv) below, all payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied as follows: (A) first, to pay any fees and Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) second, to pay any fees and Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) third, ratably to pay interest due in respect of the Loans until paid in full, (D) fourth, so long as no Event of Default has occurred and is continuing, to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) on the Revolving Loans, until paid in full (and, if any Revolving Loans are converted into a term loan pursuant to Section 2.3(e) of this Agreement, to pay the outstanding principal balance of such term loan (in the inverse order of the maturity of the installments due thereunder) until such term loan is paid in full), (E) fifth, if an Event of Default has occurred and is continuing, ratably to pay the outstanding principal balance of the Revolving Loans, until paid in full, (F) sixth, to pay any other Obligations (other than Obligations owing to Defaulting Lenders) (including all amounts then due and payable in respect of the Bank Product Obligations, with any balance to be held by Lender as cash collateral to be applied to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to Lender as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Lender in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.3(b)(ii)), until paid in full, (G) seventh, to pay any Obligations owed to Defaulting Lenders until paid in full, and (H) eighth, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. (iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive. (iv) In each instance, so long as no Event of Default has occurred and is continuing, Section 2.3(a)(ii) shall not apply to any payment made by Borrower to Agent and specified by Borrower in a written notice to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (v) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, any LIBOR Prepayment Fee, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3 shall control and govern. (b) 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 convertedconverted to a Base Rate Loan, to but excluding the date of conversion to a LIBOR Rate Loan or repayment thereof, at a fluctuating rate, per annum, equal to the lesser of (i) the Base Rate minus 1.25 percentage pointsRate, or (ii) 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 LenderAgent. 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 Final Payment Date, and on the Final Payment Date. (c) Subject to Section 2.4, each LIBOR Rate Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, convertedconverted to a LIBOR Rate Loan, or continuedcontinued as a LIBOR Rate Loan for a new Interest Period, to but excluding the date of conversion to a Base Rate Loan or repayment thereof, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate plus 1.25 2.25 percentage points, and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate Loan and on the Final Payment Date. Anything to the contrary contained in this Agreement notwithstanding, Borrower may not have more than 10 LIBOR Rate Loans outstanding at any one time. (d) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Loans, together with accrued and unpaid interest thereon, shall be due and payable in accordance with clause (e) below. (e) On the Final Revolving Commitment Termination Date, Lender shall have the option to elect to either (i) extend the Revolving Commitment Termination Date by one year, in which case the Revolving Commitment Termination Date shall be one year later than the previously existing Revolving Commitment Termination Date so long as Borrower has provided its written consent to such extension, or (ii) terminate the Revolving Facility Credit Commitment and convert the outstanding principal balance of all Revolving Loans shall be deemed converted into a single term loan, which shall be repayable in 12 equal quarterly principal installmentsinstallments commencing on July 1, 2016 and continuing on the first day of each fiscal quarter of Borrower thereafter, (i) the first six of which shall be in an amount equal to 1/12th the 3.75 percent times the outstanding principal balance of such term loan as of the date of conversion and (ii) the second six of which shall be in an amount equal to the 5.00 percent times the outstanding principal balance of such term loan as of the date of conversion, on the first day of each fiscal quarter of Borrower thereafter, with all unpaid amounts due and payable on the Final Payment Date. If Lender fails to notify Borrower within thirty (30) days prior to the Revolving Commitment Termination Date that it has elected to extend the Revolving Commitment Termination Date by one year, Lender shall be deemed to have elected to terminate all Revolving Facility Credit Commitments and to convert the Loans into a term loan pursuant to subclause (ii) above if this clause (e).

Interest Rates; Payment of Principal and Interest. (a) Borrower shall make each payment due hereunder by making, or causing to be made, the amount thereof available to Lender’s account maintained with Lender in Los Angeles, California, not later than noon Pacific Time, on the date of payment. In lieu thereof, Borrower hereby authorizes Lender to, and Lender shall, charge such interest, the Letter of Credit Fee, and all other fees and expenses provided for in this Agreement or the other Loan Documents (as and when accrued or incurred), to Borrower’s Loan Account, which amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (b) 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 (i) the Base Rate minus 1.25 percentage pointsplus the Base Rate Margin, or (ii) 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 Lender. 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 Final Payment Termination Date, and on the Final Payment Termination Date. (c) Subject to Section 2.4, each LIBOR Rate Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, converted, or continued, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate plus 1.25 percentage pointsthe LIBOR Rate Margin, and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate Loan and on the Final Payment Termination Date. Anything to the contrary contained in this Agreement notwithstanding, Borrower may not have more than 10 LIBOR Rate Loans outstanding at any one time. (d) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Loans, together with accrued and unpaid interest thereon, shall be due and payable in accordance with clause (eSection 2.3(f) below. (e) On In the Revolving Commitment event that the information contained in any financial statement or Compliance Certificate delivered pursuant to Section 5.2(c) is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Base Rate Margin or LIBOR Rate Margin, as applicable, for any period (an “Applicable Period”) than the Base Rate Margin or LIBOR Rate Margin, as applicable, actually applied for such Applicable Period, then (i) Borrower shall immediately deliver to Lender a correct Compliance Certificate for such Applicable Period, and (ii) upon the Lender’s election, Borrower shall immediately deliver to Lender full payment in respect of the accrued additional interest on the Loans as a result of such increased Base Rate Margin or LIBOR Rate Margin, as applicable, for such Applicable Period (it being understood that so long as the adjusted payment is promptly paid upon such election there shall be no imposition of any default rate of interest and no Event of Default arising solely from such miscalculation). (f) So long as no Event of Default or Unmatured Event of Default has occurred and is continuing and Borrower has delivered to Lender an Extension Notice not less than 30 days prior to the Initial Termination Date, Lender Borrower shall have the option to elect extend the Initial Termination Date to either the Extended Termination Date. In the event that Borrower elects to extend the Initial Termination Date to the Extended Termination Date, then (i) extend on the Initial Termination Date, the Revolving Credit Facility Commitment Termination Date by one yearshall reduce to an amount (such amount, the “Extended Revolving Facility Commitment”) equal to the lesser of (x) $7,500,000, and (y) the amount set forth in which case the Revolving Commitment Termination Date shall be one year later than the previously existing Revolving Commitment Termination Date so long as Borrower has provided its written consent to such extensionExtension Notice, or and (ii) terminate the Revolving Facility Credit Commitment and convert the outstanding principal balance of all Loans in excess of the Extended Revolving Facility Commitment shall be deemed converted into a single term loan, which shall be repayable in 12 16 equal quarterly principal installments, each in an amount equal to 1/12th 1/16th of the outstanding principal balance of such term loan as of the date of conversion, on the first day of each fiscal quarter of Borrower thereafter, with all unpaid amounts due and payable on the Final Payment Extended Termination Date. If Lender fails to notify Borrower within thirty In the event that the Initial Termination Date is not extended, then on the Initial Termination Date (30A) days prior to the Revolving Credit Facility Commitment Termination Date that it has elected shall reduce to extend $0 and (B) the Revolving Commitment Termination Date by one year, Lender outstanding principal balance of all Loans shall be deemed to have elected to terminate all Revolving Facility Credit Commitments and to convert the Loans converted into a single term loan, which shall be repayable in 16 equal quarterly principal installments, each in an amount equal to 1/16th of the outstanding principal balance of such term loan pursuant to subclause (ii) above if this clause (e)as of the date of conversion, on the first day of each fiscal quarter of Borrower thereafter, with all unpaid amounts due and payable on the Extended Termination Date.

Interest Rates; Payment of Principal and Interest. (a) Borrower The Borrowers shall make each payment due hereunder by making, or causing to be made, the amount thereof available to LenderAgent’s account maintained with Lender in Los Angeles, CaliforniaAccount, not later than noon 1:00 p.m. (Pacific Time, ) on the date of payment, for the account of the Lender Group. In lieu thereofThe Borrowers hereby authorize Agent, Borrower hereby authorizes Lender toif not paid to Agent in immediately available funds within two (2) Business Days of the date when such payment was due, and Lender shall, charge to obtain quarterly payments in respect of such interest, the Letter of Credit Fee, and all other fees and expenses interest provided for in this Agreement or the other Loan Documents (as and when accrued payable hereunder or incurredunder the other Loan Documents) by debiting the Distribution Account in an amount equal to the amount thereof. If the Borrowers fail to make any such payment when due, each Borrower hereby authorizes and directs Agent to charge such interest, Letters of Credit Fees, and all other fees, expenses, and other Lender Group Expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder or under the other Loan Documents), to Borrower’s the Borrowers’ Loan AccountAccount as a Loan, which and if such amounts are charged to the Borrowers’ Loan Account as a Loan, such amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (i) Unless Agent receives notice from the Administrative Borrower prior to the date on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, Agent may assume that the Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (ii) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (in accordance with their respective Pro Rata Shares) and applied thereto and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders in accordance with their respective Pro Rata Shares. Subject to Section 2.4(a)(iv) below, Agent shall apply any and all payments, distributions or other amounts received by Agent (or by any Lender, which shall promptly be turned over to Agent) in respect of the Obligations and/or any Collateral, and any and all proceeds of or related to any Collateral received by Agent (or by any Lender, which shall promptly be turned over to the Administrative Agent), in the following order: (A) first, to pay any fees and Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) second, to pay any fees and Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) third, ratably to pay interest due in respect of the Loans until paid in full, (D) fourth, so long as no Event of Default has occurred and is continuing, to pay the then due and owing principal balance of all Loans until paid in full, (E) fifth, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance of the Loans until paid in full and (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 103% of the Letter of Credit Usage until paid in full, (F) sixth, to pay any other Obligations (other than those owed to Defaulting Lenders), until paid in full, (G) seventh, to pay any Obligations owed to Defaulting Lenders, until paid in full, and (H) eighth, to the Borrowers (to be wired to the Distribution Account) or such other Person entitled thereto under applicable law. (iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive. (iv) In each instance, so long as no Event of Default has occurred and is continuing, Section 2.4(a)(ii) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower in a written notice to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (v) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof (including, without limitation, Section 1.2), including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern. (b) Subject to Section 2.42.5, 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 (i) the Base Rate minus plus 1.25 percentage points, points% or (ii) 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 LenderAgent. 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 applicable to and including the Interest Payment Date immediately preceding the Final Payment Date, such Loan and on the Final Payment Maturity Date; provided, that with respect to any prepayment required pursuant to Section 2.9 hereof, the interest due with respect to the amount to be prepaid in accordance therewith and on the date required thereby, shall be calculated as the ratable portion of the accrued interest on the amount required to be so prepaid and that such accrued interest shall be calculated as if on or with respect to the Loan most recently advanced prior to the date of such prepayment. (c) Subject to Section 2.42.5, each LIBOR Rate RateSOFR Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, converted, or continued, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate RateAdjusted Term SOFR for the applicable Interest Period plus 1.25 2.25 percentage points, points% and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate RateSOFR Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate RateSOFR Loan and on the Final Payment Maturity Date. Anything to the contrary contained in this Agreement notwithstanding, Borrower the Borrowers may not have more than 10 ten (10) LIBOR Rate RateSOFR Loans outstanding at any one time. (d) The Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit Fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.15(c)) which shall accrue at a rate equal to 2.25% per annum times the Daily Balance of the Letter of Credit Usage (the “Letter of Credit Fee”), and which shall be payable quarterly in arrears commencing on October 1, 2019 and continuing on the first day of each fiscal quarter thereafter. (e) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Loans, together with accrued and unpaid interest thereon, shall be due and payable payable, in accordance with clause (e) belowfull, on the Maturity Date. (ef) On the Revolving Commitment Termination Maturity Date, Lender the Borrowers shall provide to Agent Letter of Credit Collateralization. (g) In connection with the use or administration of Term SOFR, Agent will have the option right to elect make Conforming Changes from time to either time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. Agent will promptly notify the Administrative Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR. (h) Notwithstanding anything to the contrary contained herein, any Existing LIBOR Loans shall remain “LIBOR Rate Loans” (as defined in this Agreement as in effect prior to the Sixth Amendment Effective Date) until the end of the applicable Interest Period (as defined in this Agreement as in effect prior to the Sixth Amendment Effective Date). For the avoidance of doubt, (i) extend any new Loans requested on or after the Revolving Commitment Termination Date by one year, in which case the Revolving Commitment Termination Sixth Amendment Effective Date shall be one year later than the previously existing Revolving Commitment Termination Date so long as Borrower has provided its written consent to such extension, either Base Rate Loans or SOFR Loans and (ii) terminate the Revolving Facility Credit Commitment and convert the outstanding principal balance of all Existing LIBOR Loans into a single term loan, which shall may not be repayable continued as “LIBOR Rate Loans” (as defined in 12 equal quarterly principal installments, each this Agreement as in an amount equal to 1/12th of the outstanding principal balance of such term loan as of the date of conversion, on the first day of each fiscal quarter of Borrower thereafter, with all unpaid amounts due and payable on the Final Payment Date. If Lender fails to notify Borrower within thirty (30) days effect prior to the Revolving Commitment Termination Date that it has elected to extend the Revolving Commitment Termination Date by one year, Lender shall be deemed to have elected to terminate all Revolving Facility Credit Commitments and to convert the Loans into a term loan pursuant to subclause (ii) above if this clause (eSixth Amendment Effective Date).