CREDIT AGREEMENT

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          “ Applicable Lending Office ” means the office of the Lender specified on the signature page hereof, or such other office of the Lender as the Lender may from time to time specify to the Borrower.

          “ Bank Regulatory Authority ” shall mean the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Financial Services Authority, the Office of the Comptroller of the Currency, and any other bank regulatory authority (including, without limitation, relevant state bank regulatory authorities) having jurisdiction over the Borrower or any Insured Subsidiary of the Borrower.

          “ Base Rate ” means, for any period, a fluctuating interest rate per annum in effect from time to time which shall at all times be equal to the higher of:

          (a) the per annum rate of interest announced publicly by SunTrust Bank in Atlanta, Georgia, from time to time, to be its prime lending rate, and

          (b) 0.50% per annum above the Federal Funds Rate.

Each change in any interest rate provided for herein based upon the Base Rate resulting from a change in the Base Rate shall take effect at the time of such change in the Base Rate.

          “ Base Rate Advance ” means, at any time, an Advance which bears interest at the Base Rate.

          “ Business Day ” means (a) any day other than Saturday, Sunday, or a day on which banks are not required or authorized to close in Atlanta, Georgia and (b) if the applicable Business Day relates to any LIBO Rate Advance, which is also a day on which dealings in deposits are carried on in the London interbank market.

          “ Cash Equivalents ” means any of the following: (a) readily marketable direct obligations of the United States of America, or of any agency or instrumentality thereof, or obligations guaranteed as to principal and interest by the United States of America, or of any agency thereof, in each case maturing not more than 270 days from the date of acquisition thereof; and (b) certificates of deposit issued by any bank or trust company organized under the laws of the United States of America or any state thereof and having capital, surplus and undivided profits of at least $500,000,000 and a rating with respect to its public, long-term, unsecured, unsubordinated debt securities of not less than “A” by S&P or “A2” by Moody’s, maturing not more than 270 days from the date of acquisition thereof.

          “ Change in Control ” means that (i) any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall acquire beneficial ownership (within the meaning of Rule 13d-3 promulgated under said Act) of more than 20% of the outstanding Voting Shares of the Borrower, or (ii) the Borrower shall cease to control at least 80% of the outstanding Voting Shares of

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FirstMerit Bank or any other Insured Subsidiary, or (iii) during any period of twenty-five (25) consecutive calendar months, a majority of the Board of Directors of the Borrower shall no longer be composed of individuals (x) who were members of said Board on the first day of such period, (y) whose election or nomination to said Board was approved by individuals referred to in clause (x) above constituting at the time of such election or nomination at least a majority of said Board or (z) whose election or nomination to said Board was approved by individuals referred to in clauses (x) and (y) above constituting at the time of such election or nomination at least a majority of said Board.

          “ Closing Date ” means the date on which the Lender notifies the Borrower that the conditions precedent set forth in Section 3.01 have been satisfied.

          “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

          “ Commitment ” has the meaning specified in Section 2.01.

          “ Commitment Termination Date ” means December 1, 2008 or such earlier date if terminated pursuant to Section 6.01.

          “ Consent Order ” means that certain Consent Order issued by the Comptroller of the Currency of the United States of America on November 20, 2006, regarding certain reporting requirements and the development and implementation of certain internal controls for FirstMerit Bank, which Consent Order incorporates by reference the Stipulation and Consent to the Issuance of a Consent Order, executed by the Board of Directors of FirstMerit Bank.

          “ Consolidated Net Worth ” means the aggregate of the capital stock, surplus and retained earnings of the Borrower and its Consolidated Subsidiaries, but excluding treasury stock and capital stock subscribed and unissued, all determined on a consolidated basis.

          “ Consolidated Non-Performing Assets ” means, on any date, the aggregate amount of loans and leases that are not accruing interest or that are 90 days or more past due in the payment of principal and interest, in substance foreclosures and foreclosed real estate and other foreclosed property of the Borrower and its Consolidated Subsidiaries on such date (other than loans guaranteed by the Government of the United States of America or any agency thereof).

          “ Consolidated Non-Performing Assets Ratio ” means, at any time, the ratio of (a) Consolidated Non-Performing Assets to (b) Consolidated Net Worth plus Consolidated Reserve for Credit Losses.

          “ Consolidated Reserve for Credit Losses ” means, on any date, the consolidated allowance for loan and lease losses for the Borrower and its Consolidated Subsidiaries on such date.

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          “ Consolidated Subsidiary ” means, at any date, any Subsidiary of the Borrower the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements if such statements were prepared in accordance with GAAP as of such date.

          “ Consolidated Tangible Net Worth ” means Consolidated Net Worth less the book value of goodwill, patents, trademarks, service marks, trade names, copyrights, charters, franchises, certificates, permits and licenses and any other intangible assets of the Borrower and its Consolidated Subsidiaries on a consolidated basis.

          “ Debt ” of any Person means (a) indebtedness of such Person for borrowed money, (b) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) obligations of such Person to pay the deferred purchase price of property or services (excluding, however, trade accounts payable arising in the ordinary course of business and not overdue), (d) capital lease obligations of such Person, (e) Debt of others Guaranteed by such Person, (f) Debt of others secured by a Lien on the property of such Person, (g) all obligations of such Person to redeem, retire, defease or otherwise make any payment in respect of shares of capital stock of such Person, (h) all obligations, contingent or otherwise, of such Person in respect of letters of credit or acceptances (other than commercial letters of credit in respect of trade accounts payable and not overdue) and (i) the net liability of such Person under Hedge Agreements.

          “ Debt Ratings ” means, as of any date of determination, the ratings most recently published by the Rating Agencies relating to the unsecured, unsupported senior long-term debt obligations of the Borrower.

          “ Default ” means an Event of Default or an event that, with notice or lapse of time or both, would become an Event of Default.

          “ Derivatives Liabilities ” means, with respect to any Person, all obligations of such Person in respect of any Hedge Agreement. The amount outstanding under any Derivative Liability shall be the total amount of termination or liquidation payments that would be due at the time if such liabilities were to become due at such time.

          “ Dollars ” or “ $ ” means lawful money of the United States of America.

          “ Double Leverage Ratio ” means, at any time, the ratio of (i) the aggregate investment of the Borrower in capital stock of its Subsidiaries, including its interest in undistributed earnings and intangibles (determined in accordance with GAAP) of its Subsidiaries, to (ii) Consolidated Net Worth of the Borrower.

          “ Environmental Laws ” means any and all present and future Federal, state, local and foreign laws, rules or regulations, and any orders or decrees, in each case as now or hereafter in effect, relating to the regulation or protection of human health, safety or the environment or to emissions, discharges, releases or threatened releases of Hazardous Materials into the indoor or outdoor environment, including, without limitation, ambient

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air, soil, surface water, ground water, wetlands, land or subsurface strata, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials.

          “ Equity Issuance ” means (a) any issuance or sale by the Borrower of (i) any of its capital stock, (ii) any warrants or options exercisable in respect of its capital stock (other than any capital stock of the Borrower or any warrants or options to purchase any capital stock of the Borrower that are issued to directors, officers or employees of the Borrower pursuant to employee benefit plans established in the ordinary course of business, or any capital stock of the Borrower issued upon the exercise of any such warrants or options) or (iii) any other security or instrument representing an equity interest (or the right to obtain any equity interest) in the Borrower or (b) the receipt by the Borrower from any Person not a shareholder of the Borrower of any capital contribution (whether or not evidenced by any equity security issued by the recipient of such contribution).

          “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

          “ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) of the Code.

          “ Eurocurrency Liabilities ” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

          “ Excluded Taxes ” means, with respect to the Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office or its Applicable Lending Office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located, and (c) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement or is attributable to such Foreign Lender’s failure or inability to comply with Section 2.11(d), except to the extent that such Foreign Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.11(a).

          “ Events of Default ” has the meaning specified in Section 6.01.

          “ Federal Funds Rate ” means a fluctuating interest rate per annum determined by the Lender to be equal for each day to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by

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Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any Business Day, the average of the quotations for such day on such transactions received by the Lender from three Federal funds brokers of recognized standing selected by it.

          “ FirstMerit Bank ” means FirstMerit Bank, N.A., a national banking association and a Subsidiary of the Borrower.

          “ Foreign Lender ” means any Person that becomes a “Lender” hereunder (whether by assignment or otherwise) that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

          “ GAAP ” means generally accepted United States accounting principles.

          “ Guarantee ” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise, other than agreements to purchase goods at an arm’s length price in the ordinary course of business) or (ii) entered into for the purpose of assuring in any other manner the holder of such Debt of the payment thereof or to protect such holder against loss in respect thereof (in whole or in part); provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term “ Guarantee ” used as a verb has a corresponding meaning.

          “ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

          “ Hedge Agreement ” means any rate, basis, commodity, currency, debt or equity swap, any cap, collar or floor agreement, or any similar agreement entered into for the purpose of hedging risk.

          “ Indemnified Taxes ” means Taxes other than Excluded Taxes.

          “ Insured Subsidiary ” means any insured depositary institution (as defined in 12 U.S.C. §1813(c)(2) or any successor provision, as amended, reenacted or redesignated from time to time) that is controlled (within the meaning of 12 U.S.C. §1841(a)(2) or any

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successor provision as amended, reenacted or redesignated from time to time) by the Borrower, including but not limited to FirstMerit Bank.

          “ Interest Payment Date ” means (a) with respect to any Base Rate Advance, each Quarterly Date and the Commitment Termination Date and (b) with respect to any LIBO Rate Advance, the last day of each Interest Period therefore.

          “ Interest Period ” means, for any LIBO Rate Advance, the period beginning on the date such LIBO Rate Advance is made, or converted from a Base Rate Advance, or on the last day of the immediately preceding Interest Period with respect thereto, and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each Interest Period shall be 1, 2 or 3 months as the Borrower may select as provided in Section 2.03; provided , however , that (i) each Interest Period that begins on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month, (ii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, except that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day and (iii) any Interest Period that would otherwise extend beyond the Commitment Termination Date shall end on the Commitment Termination Date.

          “ LIBO Rate ” means, with respect to any LIBO Rate Advance, for any Interest Period, the offered rate for deposits in Dollars of a duration comparable to such Interest Period appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such Reuters Screen, or any successor to such Reuters Screen, providing rate quotations comparable to those currently provided on such page of such Reuters Screen, as determined by the Lender from time to time, for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market) as of approximately 3:00 p.m. (New York City time) on the date three Business Days prior to the commencement of such Interest Period.

          “ LIBO Rate Advance ” means, at any time, an Advance which bears interest at a rate based upon the LIBO Rate plus Applicable Margin.

          “ LIBO Rate Reserve Percentage ” for any Interest Period for any LIBO Rate Advance means the effective rate (expressed as a percentage) at which reserve requirements (including, without limitation, emergency, supplemental and other marginal reserve requirements) are imposed on the Lender during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

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          “ Lien ” means any mortgage, lien (statutory or otherwise), pledge or security interest of any kind.

          “ Material Adverse Effect ” means a material adverse effect on (i) the business or condition (financial or otherwise), operations, properties or prospects of the Borrower or of any Insured Subsidiary, including FirstMerit Bank, or of the Borrower and its Subsidiaries taken as a whole, (ii) the legality, validity or enforceability of this Agreement or the Note, or (iii) the ability of the Borrower to perform its obligations under this Agreement or the Note.

          “ Material Debt ” means Debt in an aggregate outstanding principal amount of $100,000 or more.

          “ Multiemployer Plan ” means a multiemployer plan defined as such in Section 4001(a)(3) of ERISA to which contributions have been made by the Borrower or any ERISA Affiliate and that is covered by Title IV of ERISA.

          “ Note ” has the meaning specified in Section 2.05(b).

          “ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

          “ Person ” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

          “ Plan ” means an employee benefit or other plan established or maintained by the Borrower or any ERISA Affiliate and that is covered by Title IV of ERISA, other than a Multiemployer Plan.

          “ Quarterly Date ” means the last Business Day of each March, June, September and December.

          “ Rating Agencies ” shall mean Standard & Poor’s Ratings Services and Fitch Ratings or, in each case, any successor nationally recognized statistical rating organization.

          “ Rating Levels ” shall mean, on any date of determination, (a) Rating Level 1 if the Debt Rating is at least equal to “A-”, (b) Rating Level 2 if the Debt Rating is at least equal to “Baa1” or “BBB+”, but does not fall within Rating Level 1, and otherwise, (c) Rating Level 3; provided that (i) if the Debt Rating of any Rating Agency is one level below the Debt Rating of the other Rating Agency, the “Rating Level” will be determined based on the higher Rating Level, (ii) if the Debt Rating of any Rating Agency is more than one level below the Debt Rating of the other Rating Agency, the “Rating Level” will

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be determined based on the Debt Rating one level above the lower Rating Level, and (iii) if and so long as such a rating is assigned by only one Rating Agency, Rating Level 3 shall be deemed to apply.

          “ SEC ” means the Securities and Exchange Commission and any successor thereto.

          “ Solvent ” means, with respect to any Person on a particular date, that (i) the fair value of the total assets of such Person is greater than the total amount of the liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, and (iv) such Person is not engaged in business, and is not about to engage in business, for which such Person’s property would constitute unreasonably small capital.

          “ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the Voting Shares is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

          “ SunTrust ” means SunTrust Bank, a Georgia banking corporation.

          “ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any governmental authority.

          “ Voting Shares ” means, at any time, as to any Person, the outstanding securities of such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person.

     1.02. Types of Advances . The “Type” of an Advance refers to whether it is at the time a Base Rate Advance or a LIBO Rate Advance.

     SECTION 2. THE ADVANCES .

     2.01. The Commitment . The Lender agrees, on the terms and conditions hereinafter set forth, to make advances to the Borrower (each, an “ Advance ”) in Dollars from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date in an aggregate principal amount up to but not exceeding $15,000,000 at any one time outstanding (the “ Commitment ”). Within the foregoing limits and subject to the terms and conditions of this Agreement the Borrower may borrow, prepay and reborrow the amount of the Commitment.

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     2.02. Advances . To request an Advance, the Borrower shall give the Lender irrevocable, written notice of such Advance (i) in the case of a LIBO Rate Advance, not later than 2:00 p.m. (Eastern Standard Time) on the second Business Day prior to the date of such Advance or (ii) in the case of a Base Rate Advance, not later than 11:00 a.m. (Eastern Standard Time) on the day of such Advance. Each such notice shall be by telecopier, telex or cable and shall specify the requested (i) date of such Advance, which shall be a Business Day, (ii) Type of such Advance, (iii) amount of such Advance and (iv) in the case of a LIBO Rate Advance, initial Interest Period for such Advance. Each Advance shall be in a minimum principal amount of $1,000,000. The Lender will make the proceeds of each Advance available to the Borrower by crediting the amount thereof, in immediately available funds, by 3:00 p.m. (Eastern Standard Time) in the case of a LIBO Rate Advance or 1:00 p.m. (Eastern Standard Time) in the case of a Base Rate Advance, on the date of such Advance, to such account of the Borrower in Atlanta, Georgia as the Lender and the Borrower may agree.

     2.03. Interest Elections . Each Advance initially shall be of the Type specified in the notice of such Advance and, in the case of a LIBO Rate Advance, shall have an initial Interest Period as specified in such notice. Thereafter, the Borrower may elect to convert such Advance to the other Type or to continue such Advance as the same Type from one Interest Period to the next, and, in the case of a LIBO Rate Advance, may elect the duration of Interest Periods therefore, all as provided in this Section 2.03. The Borrower may elect different options with respect to different portions of the affected Advance, in which case each such portion shall be considered a separate Advance (subject to the minimum borrowing amount referred to in Section 2.02). To make an election pursuant to this Section 2.03, the Borrower shall notify the Lender of such election by telephone by the time that a notice of Advance would be required under Section 2.02 if the Borrower were requesting an Advance of the Type resulting from such election to be made on the effective date of such election. Each such telephonic election shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Lender of a written interest election request in a form acceptable to the Lender and signed by the Borrower. Each telephonic and written interest election request shall specify the following information:

          (i) the Advance to which such interest election request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Advance (in which case the information to be specified pursuant to clauses (iii) and (iv) of this paragraph shall be specified for each resulting Advance);

          (ii) the effective date of the election made pursuant to such interest election request, which shall be a Business Day;

          (iii) whether the resulting Advance is to be a Base Rate Advance or a LIBO Rate Advance, or a specified combination thereof; and

          (iv) if the resulting Advance is a LIBO Rate Advance, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

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If any such interest election request requests a LIBO Rate Advance but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower fails to deliver a timely and complete interest election request with respect to a LIBO Rate Advance prior to the end of the Interest Period applicable thereto, then, unless such Advance is repaid as provided herein, at the end of such Interest Period such Advance shall be converted to a Base Rate Advance. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Lender so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Advance may be converted to or continued (beyond the end of the then current Interest Period) as a LIBO Rate Advance and (ii) unless repaid, each LIBO Rate Advance shall be converted to a Base Rate Advance at the end of the Interest Period applicable thereto.

     2.04. Termination and Reduction of the Commitment .

          (a) Unless previously terminated, the Commitment shall automatically terminate on the Commitment Termination Date.

          (b) The Borrower shall have the right to terminate or reduce the unused Commitment at any time or from time to time; provided , that (i) the Borrower shall give irrevocable, written notice of each such termination or reduction to the Lender at least three Business Days before such termination or reduction, (ii) each partial reduction shall be in an aggregate amount of not less than $1,000,000 and (iii) the Borrower shall not terminate or reduce the Commitment if, after giving effect to any concurrent prepayment of the Advances pursuant to Section 2.05, the aggregate outstanding principal amount of the Advances would exceed the Commitment.

          (c) The Commitment once terminated or reduced under this Section 2.04 may not be reinstated.

     2.05. Repayment of Advances; Note .

          (a) The Borrower promises to repay to the Lender the full outstanding principal amount of the Advances on the Commitment Termination Date.

          (b) The Advances shall be evidenced by a single promissory note of the Borrower (the “ Note ”) in substantially the form of Exhibit A hereto, dated the date hereof, payable to the Lender in a principal amount equal to the amount of the Commitment and otherwise duly completed. The Lender is hereby authorized by the Borrower to endorse on the schedule (or a continuation thereof) attached to the Note the date, amount and Type of and Interest Period (if any) for each Advance made by the Lender to the Borrower hereunder and the date and the amount of each payment or prepayment of principal of such Advance received by the Lender; provided , that any failure by the Lender to make any such endorsement shall not affect the obligations of the Borrower under the Note or hereunder.

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     2.06. Prepayment of Advances .

          (a) The Borrower shall have the right at any time and from time to time to prepay any Advance in whole or in part, subject to the requirements of this Section 2.06.

          (b) The Borrower shall notify the Lender by telephone (confirmed by telecopy) of any optional prepayment hereunder (i) in the case of prepayment of a LIBO Rate Advance, not later than 2:00 p.m. (Eastern Standard Time) two Business Days before the date of prepayment or (ii) in the case of prepayment of an Base Rate Advance, not later than 11:00 a.m. (Eastern Standard Time) on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Advance or portion thereof to be prepaid. Each partial prepayment of any Advance shall be in an amount not less than $1,000,000 and shall be applied to prepay any outstanding Base Rate Advances in full before any LIBO Rate Advances. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07.

     2.07. Interest; Fees .

          (a) The Borrower agrees to pay interest on each Base Rate Advance at a rate per annum equal to the Base Rate plus Applicable Margin for Base Rate Advances.

          (b) The Borrower agrees to pay interest on each LIBO Rate Advance in respect of each Interest Period therefor at a rate per annum equal to the LIBO Rate for such Interest Period plus Applicable Margin for LIBO Rate Advances.

          (c) Notwithstanding the foregoing, if any principal of or interest on any Advance or any fee or other amount whatsoever payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Advance, 2% per annum plus the rate otherwise applicable to such Advance as provided above or (ii) in the case of any other amount, 2% per annum above the Base Rate from time to time.

          (d) Accrued interest on each Advance shall be payable in arrears on each Interest Payment Date for such Advance and upon termination or expiry of the Commitment; provided , that (i) interest accrued pursuant to paragraph (c) of this Section 2.07 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Advance, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any LIBO Rate Advance to a Base Rate Advance prior to the end of the then current Interest Period therefore, accrued interest on such Advance shall be payable on the effective date of such conversion.

          (e) The Borrower agrees to pay to the Lender, so long as the Lender shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or

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the equivalent), additional interest on the unpaid principal amount of each LIBO Rate Advance, from the date of such LIBO Rate Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the LIBO Rate for the then current Interest Period for such LIBO Rate Advance from (ii) the rate obtained by dividing such LIBO Rate by a percentage equal to 100% minus the LIBO Rate Reserve Percentage for such Interest Period, payable on each date on which interest is payable on such LIBO Rate Advance. A certificate of the Lender setting forth the amount to which the Lender is then entitled under this Section 2.07(e) shall be conclusive and binding on the Borrower in the absence of manifest error.

          (f) The Borrower agrees to pay to the Lender a facility fee at a rate per annum equal to the Applicable Facility Fee Rate, computed on the daily average amount of the Commitment, whether or not utilized, such fee to be payable on each Quarterly Date and on the date of the termination or expiry of the Commitment.

          (g) The Borrower agrees to pay to the Lender a utilization fee at a rate per annum equal to the Applicable Utilization Fee Rate on the aggregate outstanding principal amount of the Advances for each day that the aggregate outstanding principal amount of the Advances exceeds an amount equal to 50% of the Commitment, such fee to be payable on each day on which interest is payable hereunder.

          (h) All computations of interest based on the Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the LIBO Rate or the Federal Funds Rate and computations of facility fee and utilization fee and of interest pursuant to Section 2.07(e) shall be made on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

     2.08. Alternate Rate of Interest . If prior to the commencement of any Interest Period for a LIBO Rate Advance the Lender determines (which determination shall be conclusive absent manifest erro