Common use of Additional Interest Provisions Clause in Contracts

Additional Interest Provisions. (a) Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans shall be equal to the applicable Interest Rate plus five hundred (500) basis points (the “Default Rate”). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate is a reasonable estimate of Lender’s damages and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Law.

Additional Interest Provisions. (a) Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans Loans, shall be equal accrue at the rate otherwise applicable to the applicable Interest Rate Loans plus five three hundred (500300) basis points (the “Default Rate”)points. All such increases may may, at the election of the Administrative Agent, be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate default rate payable to Lenders is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) Interest on the LIBOR Rate Loans shall be calculated based on the basis of a year of three hundred sixty (360) days day year but charged for the actual number of days elapsed. The date of funding of an Advance Interest on Base Rate Loans shall be included in based on a three hundred sixty five (365)/three hundred sixty six (366) day year but charged for the calculation actual number of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interestdays elapsed. (b) After the occurrence and during the continuance of an Event of Default hereunder, Agent may increase the per annum effective rate of interest on all outstanding principal Loans, including amounts drawn and not yet reimbursed under the Loans shall be Letters of Credit, to a rate equal to the applicable Interest Rate plus five two hundred (500200) basis points in excess of the applicable interest rate (the “Default Rate”). All such increases may Such increase shall be applied retroactively to retroactive from and after the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate is a reasonable estimate of Lender’s damages and is not a penalty. (c) Borrower shall not request and Lenders shall not make any LIBOR Rate Loans while an Event of Default exists. (d) All contractual rates of interest chargeable on outstanding principal under the Loans Loans, shall continue to accrue and be paid even after Default, an a Default or Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (de) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has Lenders have charged or received interest hereunder in excess of the highest applicable rate, Lender Agent, on behalf of Lenders, shall apply, in its sole discretion, apply and set off such excess interest received by Lender Lenders against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) Interest on the Loans Borrower shall be pay interest, calculated on the basis of a 360-day year of three hundred sixty (360) days but charged for the actual number of days elapsed. The of each year (365 or 366, as applicable), on the outstanding principal amount from and including the date of funding of an Advance shall be included this Note to, but not including, the date the outstanding principal amount is paid in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interestfull. (b) If pursuant to the terms of this Note, Borrower is at any time obligated to pay interest on the principal balance of this Note at a rate in excess of the maximum interest rate permitted by applicable law, the applicable interest rate shall be immediately reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. (c) After the occurrence and during the continuance of an Event of Default hereunderDefault, the at Lender’s option, interest shall accrue at a rate per annum effective rate of interest on all outstanding principal under the Loans shall be equal to the aggregate of 3% plus the rate otherwise applicable Interest Rate plus five hundred (500) basis points (the “Default Rate”). All , and such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate is a reasonable estimate of Lender’s damages and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans rate shall continue to accrue and apply whether or not judgment shall be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilarentered on this Note. (d) In Upon request, Xxxxxx shall give prompt notice to Borrower of the LIBOR Rate as determined and adjusted herein, which determination shall be conclusive absent manifest error. (e) Except as otherwise provided, each Interest Period shall commence on the first day of each month and end on the last day of the Interest Period; provided, however, that (i) no contingency or event whatsoever Interest Period shall the aggregate of all amounts deemed interest hereunder extend beyond Maturity, and charged or collected pursuant (ii) each subsequent Interest Period, to the terms extent applicable, shall commence automatically and immediately following the end of this Agreement exceed the highest rate permissible under any Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. preceding Interest Period. (f) In the event that such court determines Lender has charged shall determine that by reason of circumstances affecting the London Interbank Eurodollar market, adequate and reasonable means do not exist for determining the LIBOR Rate or received interest hereunder dollar deposits are not available to Lender in excess of the highest applicable rateInterbank Eurodollar market with respect to a proposed LIBOR Advance, Lender shall applygive Borrower notice of such determination and (i) any requested LIBOR Advance shall be made as a Variable Rate Advance, unless Borrower gives Lender two (2) Business Days’ prior notice that its request for such borrowing is canceled; (ii) any advance which was to have been converted to a LIBOR Advance shall be continued as a Variable Rate Advance; and (iii) any outstanding LIBOR Advance shall be converted to a Variable Rate Advance on the last Business Day of the applicable Interest Period. Thereafter, Xxxxxx shall have no obligation to make LIBOR Advances or maintain outstanding LIBOR Advances and Borrower shall not have the right to request LIBOR Advances. Lender shall be entitled to fund and maintain its funding of all or any part of any LIBOR Advance in its sole discretionany manner Lender may from time to time deem advisable, Borrower hereby acknowledging that all determinations relating to LIBOR Advances shall be made as if Xxxxxx had actually funded and set off maintained each such excess interest received LIBOR Advance by Lender against other Obligations due or to become due and such rate shall automatically be reduced the purchase of deposits in an amount similar to the maximum rate permitted by amount of that advance, with a maturity similar to the Interest Period for that advance and bearing interest at LIBOR with respect to that advance. (g) If Lender shall determine that any applicable law, treaty, regulation, guideline or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful or impossible for Lender to make or maintain any LIBOR Advance, the obligation of Lender hereunder to make or maintain such LawLIBOR Advance shall terminate and Borrower shall, if any such LIBOR Advance is outstanding, promptly upon request from Lender, prepay such LIBOR Advance or convert such LIBOR Advance to a Variable Rate Advance. If any such payment is made on a day that is not the last Business Day of the then current Interest Period, Borrower shall pay Lender, upon Lender’s request, any amount required under Section 5 hereof.

Additional Interest Provisions. (a) a. Interest on the LIBOR Rate Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance Interest on the Base Rate Loans shall be included in calculated on the calculation basis of interest. The date a year of payment with respect to an Advance shall be excluded from three hundred sixty five (365) or three hundred sixty six (366) days, as the calculation case may be, but charged for the actual number of interestdays elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Loans, shall be equal to the applicable Interest Rate plus five increased by two hundred (500200) basis points (the “Default Rate”)points. All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate default rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw. e. Borrower shall not request and Lender shall not make or continue, or convert any Loan to a LIBOR Rate Loan while a Default or an Event of Default exists.

Additional Interest Provisions. (a) a. Interest on the Loans Loan shall be calculated on the basis of a year of three hundred sixty (360) days but and charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Loan shall be equal to the applicable Interest Rate plus five increased by two hundred (500200) basis points (the “Default Rate”)points. All such increases may shall be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate default rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penalty. (c) All contractual rates of interest chargeable c. Borrower shall not request any Advance while a Default exists. d. Interest on outstanding principal under the Loans Loan shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence occurrence, similar or dissimilar. (d) e. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) Interest a. All computations of interest on the Loans Term Loan shall be calculated made on the basis of a year of three hundred sixty (360) days but charged for day year and the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Term Loan, shall at the option of Lender, be equal to the applicable Interest Rate plus five hundred eight and one-quarter percent (5008.25%) basis points per annum (the “Default Rate”). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees Borrowers agree that the Default Rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penaltypenalty and that interest accruing at the Default Rate is payable on demand. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans Term Loan shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency d. Borrowers shall not be obligated to pay and Lender shall not collect interest at a rate higher than the maximum permitted by law or event whatsoever shall the aggregate maximum that will not subject Lender to any civil or criminal penalties. If, because of all amounts deemed the acceleration of maturity the payment of interest hereunder and charged in advance or collected pursuant any other reason, Borrowers are required, under the provisions of any Loan Document or otherwise, to the terms of this Agreement exceed the highest pay interest at a rate permissible under any Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable such maximum rate, Lender the rate of interest under such provisions shall apply, in its sole discretion, immediately and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the such maximum rate permitted and any payment made in excess of such maximum rate, together with interest thereon at the rate provided herein from the date of such payment, shall be immediately and automatically applied to the reduction of the unpaid principal balance of the Term Loan as of the date on which such excess payment was made. If the amount to be so applied to reduction of the unpaid principal balance exceeds the unpaid principal balance, the amount of such excess shall be refunded by such LawLender to Borrowers.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunderhereunder and at Lender’s election, the per annum effective rate of interest on all outstanding principal under the Loans shall be equal increased to five percent (5%) in excess of the applicable Interest Base Rate plus five hundred (500) basis points (the “Default Rate”). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) Interest on the Loans shall be calculated based on the basis of a year of three hundred sixty (360) days but day year and charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) After the occurrence and during the continuance of an Event of Default hereunder, Agent may, and shall at the direction of the Majority Lenders, increase the per annum effective rate of interest on all outstanding principal Loans, including amounts drawn and not yet reimbursed under the Loans shall be Letters of Credit, to a rate equal to the applicable Interest Rate plus five three hundred (500300) basis points in excess of the applicable interest rate (the “"Default Rate”"). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate is a reasonable estimate of Lender’s Lenders’ damages and is not a penalty. (c) Borrower shall not request and Lenders shall not make any LIBOR Rate Loans while an Event of Default exists. (d) All contractual rates of interest chargeable on outstanding principal under the Loans Loans, shall continue to accrue and be paid even after Default, an a Default or Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (de) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has Lenders have charged or received interest hereunder in excess of the highest applicable rate, Lender Agent, on behalf of Lenders, shall apply, in its sole discretion, apply and set off such excess interest received by Lender Lenders against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Loans, shall be equal to the applicable Interest Rate plus five increased by four hundred (500400) basis points (the “Default Rate”)points. All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate default rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) Interest on All computations of interest for the Loans accruing interest based on LIBOR shall be calculated made on the basis of a year of three hundred sixty (360) 360 days but charged and calculated for the actual number of days elapsed. The date All computations of funding of an Advance interest for the Loans accruing interest based on ABR shall be included in made on the calculation basis of interest. The date a year of payment with respect to an Advance shall be excluded from the calculation of interest365/366 days and calculated for actual days elapsed. (b) After the occurrence and during the continuance of an a Default or Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under applicable to the Loans shall be equal increased to the applicable Interest Rate plus five hundred (500) basis points (the “Default Rate”). All such increases may be applied retroactively to the date of the occurrence of the Default or Event of Default. Borrower agrees that the Default Rate payable to Lenders is a reasonable estimate of Lender’s Lenders’ damages and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has Administrative Agent and Lenders have charged or received interest hereunder in excess of the highest applicable rate, Lender Administrative Agent shall apply, in its sole discretion, and set off such excess interest received by Lender Administrative Agent and Lenders against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) Interest a. All computations of interest on the Loans shall be calculated made on the basis of a year of three hundred sixty (360) days but charged for day year and the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Loans, shall at the option of Lender, be equal to the applicable Interest Rate plus five increased by three hundred (500300) basis points (the “Default Rate”). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees Borrowers agree that the Default Rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penaltypenalty and that interest accruing at the Default Rate is payable on demand. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency d. Borrowers shall not be obligated to pay and Lender shall not collect interest at a rate higher than the maximum permitted by law or event whatsoever shall the aggregate maximum that will not subject Lender to any civil or criminal penalties. If, because of all amounts deemed the acceleration of maturity the payment of interest hereunder and charged in advance or collected pursuant any other reason, Borrowers are required, under the provisions of any Loan Document or otherwise, to the terms of this Agreement exceed the highest pay interest at a rate permissible under any Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable such maximum rate, Lender the rate of interest under such provisions shall apply, in its sole discretion, immediately and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the such maximum rate permitted and any payment made in excess of such maximum rate, together with interest thereon at the rate provided herein from the date of such payment, shall be immediately and automatically applied to the reduction of the unpaid principal balance of the Term Loan, and then to the unpaid principal balance of the Revolving Credit, as of the date on which such excess payment was made. If the amount to be so applied to reduction of the unpaid principal balance of the Loans exceeds the unpaid principal balance, the amount of such excess shall be refunded by such LawLender to Borrowers.

Additional Interest Provisions. (a) Interest on the Loans Loans, regardless of the rate option, shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) All Loans not specifically designated by Borrowers, pursuant to the terms hereof or not requested in conformity with the terms hereof, shall be Base Rate Loans. No LIBOR Based Rate Loans shall be requested by Borrowers or made available by Agent if a Default or an Event of Default has occurred and is continuing hereunder. (c) After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans shall Loans, regardless of the rate option, and all fees for Letters of Credit shall, upon written direction to Agent from Majority Lenders, be equal to increased to, as applicable, the applicable Interest Revolving Credit Base Rate plus five hundred or Term Loan Base Rate PLUS three (5003) basis percentage points (the “Default Rate”). All such increases and may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate is a reasonable estimate The Agent will give Borrowers subsequent written notice of Lender’s damages and is not a penaltysuch increase. (cd) All LIBOR Based Rate Loans shall automatically convert to Base Rate Loans, upon the occurrence of an Event of Default and written notice from Agent of such conversion, subject to Lenders' rights under Section 2.8(c). (e) All contractual rates of interest chargeable on outstanding principal under the Loans Loans, regardless of the rate option, shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (df) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has permers have charged or received interest hereunder in excess of the highest applicable rate, Lender Lenders shall apply, in its their sole discretion, and set off such excess interest received by Lender Lenders against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. 35 (a) Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans shall be equal to the applicable Interest Rate plus five two hundred (500200) basis points (the “Default Rate”). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate is a reasonable estimate of each Lender’s damages and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has Administrative Agent or the Lenders have charged or received interest hereunder in excess of the highest applicable rate, Lender Administrative Agent or the Lenders shall apply, in its their sole discretion, and set off such excess interest received by Lender the Administrative Agent or the Lenders against other Secured Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Law.

Additional Interest Provisions. (a) Interest a. All computations of interest on the Loans Term Loan shall be calculated made on the basis of a year of three hundred sixty (360) days but charged for day year and the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Term Loan, shall at the option of Lender, be equal to the applicable Interest Rate plus five hundred seven percent (5007%) basis points per annum (the “Default Rate”). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees Borrowers agree that the Default Rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penaltypenalty and that interest accruing at the Default Rate is payable on demand. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans Term Loan shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency d. Borrowers shall not be obligated to pay and Lender shall not collect interest at a rate higher than the maximum permitted by law or event whatsoever shall the aggregate maximum that will not subject Lender to any civil or criminal penalties. If, because of all amounts deemed the acceleration of maturity the payment of interest hereunder and charged in advance or collected pursuant any other reason, Borrowers are required, under the provisions of any Loan Document or otherwise, to the terms of this Agreement exceed the highest pay interest at a rate permissible under any Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable such maximum rate, Lender the rate of interest under such provisions shall apply, in its sole discretion, immediately and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the such maximum rate permitted and any payment made in excess of such maximum rate, together with interest thereon at the rate provided herein from the date of such payment, shall be immediately and automatically applied to the reduction of the unpaid principal balance of the Term Loan as of the date on which such excess payment was made. If the amount to be so applied to reduction of the unpaid principal balance exceeds the unpaid principal balance, the amount of such excess shall be refunded by such LawLender to Borrowers.

Additional Interest Provisions. (a) a. Interest on the Loans cash Advances shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans cash Advances, shall be equal to the applicable Interest Rate plus five increased by three hundred (500300) basis points (the “Default Rate”)points. All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate default rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans cash Advances shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans shall be equal to the applicable Interest Rate plus five two hundred (500200) basis points (the “Default Rate”). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate is a reasonable estimate of each Lender’s damages and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has Administrative Agent or the Lenders have charged or received interest hereunder in excess of the highest applicable rate, Lender Administrative Agent or the Lenders shall apply, in its their sole discretion, and set off such excess interest received by Lender the Administrative Agent or the Lenders against other Secured Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Law.

Additional Interest Provisions. (a) ​ a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest.​ (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans shall may, at the option of the Lender, be equal to the applicable Interest Rate plus increased by five hundred (500) basis points (points; provided that such increase in interest rate shall automatically become effective upon the “occurrence and during the continuation of an Event of Default Rate”described in Section 8.1(j), 8.1(k) or 8.1(l). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower Xxxxxxxx agrees that the Default Rate default rate payable to Lender is a reasonable estimate of LenderXxxxxx’s damages and is not a penalty.. ​ (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar.. ​ (d) In x. Xx no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Law.law. ​

Additional Interest Provisions. (a) Interest on the Loans Loan shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Loan shall be equal to the applicable Interest Rate plus five hundred (500) basis points (the “Default Rate”). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate is a reasonable estimate of Lender’s damages and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans Loan shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Loans, shall be equal to the applicable Interest Rate plus five increased by four hundred (500400) basis points (the “Default Rate”)points. All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate default rate payable to Lender is a reasonable estimate of Lender’s 's damages and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw. (e) Borrower shall not request and Lender shall not make or continue, or convert any Loan to a LIBOR Rate Loan while an Event of Default exists.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate rates of interest on all outstanding principal under the Loans Loans, shall be equal to the applicable Interest Rate plus five increased by three hundred (500300) basis points (the “Default Rate”). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate payable to Lenders is a reasonable estimate of Lender’s Lenders' damages and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall shall, as permitted by law, continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines any Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender Lenders shall apply, in its sole discretion, and set off such excess interest received by Lender Lenders against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) Interest on the Loans Loan shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) . After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Loan shall be equal to the applicable Interest Rate plus five hundred (500) basis points (the “"Default Rate”"). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate is a reasonable estimate of Lender’s 's damages and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans Loan shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilarxxxxxxxxxx. (d) In Xx no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Loans, shall be equal to the applicable Interest Rate plus five increased by four hundred (500400) basis points (the “Default Rate”)points. All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate default rate payable to Lender is a reasonable estimate of Lender’s 's damages and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw. e. Borrower hereby authorizes Lender to automatically deduct from any deposit account of Borrower the amount of any applicable loan payment including all payments of interest, principal and other sums due (“Automatic Payment”), from time to time, under this Agreement and/or any Note. If the funds in the account are insufficient to cover any payment due, Lender is not obligated to advance funds to cover the payment; however, Lender has the sole and absolute discretion to make such an advance to cover the payment and may charge Borrower's loan account for such advance. The failure of Lender so to charge any account or to give any such notice does not affect the obligation of Borrower or Guarantor to pay interest, principal or other sums as provided herein, in any Note or in any Guaranty executed by a Guarantor. At any time and for any reason, the Lender may terminate the Automatic Payment.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty five or three hundred sixty six (360365/366) days days, as applicable, but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Loans, shall be equal to the applicable Interest Rate plus five increased by four hundred (500400) basis points (the “Default Rate”)points. All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate default rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Loans, shall be equal to the applicable Interest Rate plus increased by five hundred (500) basis points (the “Default Rate”)points. All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate default rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) a. Interest on the Loans Obligations shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360. The date rates of funding interest under this Agreement are nominal rates, and not effective rates or yields. The principle of an Advance deemed reinvestment of interest does not apply to any interest calculation under this Agreement. The applicable Base Rate, Daily SOFR Rate or Adjusted Term SOFR shall be included in the calculation of interest. The date of payment with respect to an Advance determined by Agent, and such determination shall be excluded from the calculation of interestconclusive absent clearly manifest error. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Obligations, shall be equal to the applicable Interest Rate plus five hundred (500) increased by basis points (the “Default Rate”)points. All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees Companies agree that the Default Rate default rate payable to Agent and Lenders is a reasonable estimate of LenderAgent’s and Xxxxxxx’ damages and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans Obligations shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has Lenders have charged or received interest hereunder in excess of the highest applicable rate, Lender Lenders shall apply, in its Agent’s sole discretion, and set off such excess interest received by Lender Lenders against other Obligations due or to become due in accordance with Section 2.6 or Section 8.5, as applicable, and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw. e. If any provision of this Agreement would oblige Companies to make any payment of interest or other amount payable to Agent and Lenders in an amount or calculated at a rate which would result in a receipt by Agent and Lenders of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by that Agent and Lenders of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: first, by reducing the amount or rate of interest; and thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to Agent and Lenders which would constitute interest for purposes of section 347 of the Criminal Code (Canada). f. Each Interest Period shall begin on the date the applicable Advance or loan is made or continued as an Advance or loan bearing interest at Adjusted Term SOFR, and shall expire at the end of the applicable Interest Period; (b) if any Interest Period begins on the last day of a calendar month or on a day for which there is no numerically corresponding day in the calendar month at its end, or if such corresponding day falls after the last Business Day of the end month, then the Interest Period shall expire on the end month’s last Business Day; and if any Interest Period would otherwise expire on a day that is not a Business Day, the period shall expire on the next Business Day; and (c) no Interest Period shall extend beyond the Maturity Date.

Additional Interest Provisions. (a) Interest a. All computations of interest on the Loans shall be calculated made on the basis of a year of three hundred sixty (360) days but charged for day year and the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Loans, shall at the option of Lender, be equal to the applicable Interest Rate plus increased by five hundred (500) basis points (the “Default Rate”). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees Borrowers agree that the Default Rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penaltypenalty and that interest accruing at the Default Rate is payable on demand. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency d. Borrowers shall not be obligated to pay and Lender shall not collect interest at a rate higher than the maximum permitted by law or event whatsoever shall the aggregate maximum that will not subject Lender to any civil or criminal penalties. If, because of all amounts deemed the acceleration of maturity the payment of interest hereunder and charged in advance or collected pursuant any other reason, Borrowers are required, under the provisions of any Loan Document or otherwise, to the terms of this Agreement exceed the highest pay interest at a rate permissible under any Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable such maximum rate, Lender the rate of interest under such provisions shall apply, in its sole discretion, immediately and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the such maximum rate permitted and any payment made in excess of such maximum rate, together with interest thereon at the rate provided herein from the date of such payment, shall be immediately and automatically applied to the reduction of the unpaid principal balance of the Term Loan as of the date on which such excess payment was made. If the amount to be so applied to reduction of the unpaid principal balance of the Term Loan exceeds the unpaid principal balance, the amount of such excess shall be refunded by such LawLender to Borrowers.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans shall be equal to the applicable Interest Rate plus five increased by two hundred (500200) basis points (the “Default Rate”)points. All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate default rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) a. Interest on the Loans Advances shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans shall be equal to the applicable Interest Rate plus five increased by four hundred (500400) basis points (the “Default Rate”). All such increases may be applied retroactively to the date of the occurrence of the Event of Defaultpoints. Borrower agrees that the Default Rate default rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) Interest on the Loans shall be calculated based on the basis of a year of three hundred sixty (360) days but day year and charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) After the occurrence and during the continuance of an Event of Default hereunder, Agent may, and shall at the direction of the Majority Lenders, increase the per annum effective rate of interest on all outstanding principal Loans, including amounts drawn and not yet reimbursed under the Loans shall be Letters of Credit, to a rate equal to the applicable Interest Rate plus five three hundred (500300) basis points in excess of the applicable interest rate (the “Default Rate”). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate is a reasonable estimate of Lender’s Lenders’ damages and is not a penalty. (c) Borrower shall not request and Lenders shall not make any LIBOR Rate Loans while an Event of Default exists. (d) All contractual rates of interest chargeable on outstanding principal under the Loans Loans, shall continue to accrue and be paid even after Default, an a Default or Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (de) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has Lenders have charged or received interest hereunder in excess of the highest applicable rate, Lender Agent, on behalf of Lenders, shall apply, in its sole discretion, apply and set off such excess interest received by Lender Lenders against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsedelapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year). The date of funding Each determination by Lender of an Advance interest rate or fee hereunder shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interestconclusive and binding for all purposes, absent manifest error. (b) b. After the occurrence and during the continuance of an Event of Default hereunderhereunder (and after giving of any required notice and the expiration of any applicable cure period), the per annum effective rate of interest on all outstanding principal under the Loans Loans, shall be equal to the applicable Interest Rate plus increased by five hundred (500) basis points (the “Default Rate”)points. All such increases may be applied retroactively to the date of the occurrence of the such Event of Default. Borrower agrees that the Default Rate default rate payable to Lender is a reasonable estimate of LenderXxxxxx’s damages and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw. e. With respect to Term SOFR the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, the Lender shall provide the Borrower with written notice of any such Conforming Changes reasonably promptly after the Lender determines that such changes are necessary. Any amendments implementing such Conforming Changes shall become effective on the date specified in the notice, and no further action or consent of the Borrower shall be required to effect such amendments; provided, however, that the Lender shall consider any reasonable requests by the Borrower for modifications to such amendments and will use commercially reasonable efforts to accommodate such requests. f. If Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Lender or its applicable lending office to make, maintain or fund or charge interest with respect to any borrowing, or to determine or charge interest rates based upon Term SOFR, then, upon notice thereof by Lender to Borrower, any obligation of Lender to make Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended until Xxxxxx notifies Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, Borrower shall, upon demand from Lender, convert all Term SOFR Loans to Base Rate Loans on the next Business Day, if Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if Lender may not lawfully continue to maintain such Term SOFR Loans. g. [Reserved.] (a) If in connection with any request for a Term SOFR Loan or a conversion to Term SOFR Lender reasonably determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 2.4(h)(b) below, and the circumstances under clause (i) of (h)(b) below or the Scheduled Unavailability Date has occurred (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) Lender determines that for any reason (which determination shall be conclusive absent manifest error) that Term SOFR with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to the Lender of funding such Term SOFR Loan, Lender will promptly so notify the Borrower. Thereafter, the obligation of the Lender to make or maintain Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans) until the Lender revokes such notice. Upon receipt of such notice, (i) Borrower may revoke any pending request for a Borrowing of or conversion, as applicable, Term SOFR Loans (to the extent of the affected Term SOFR Loans) or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if Lender determines (which determination shall be conclusive absent manifest error), or Borrower notifies the Lender that Xxxxxxxx has determined, that: (i) adequate and reasonable means do not exist for ascertaining Term SOFR including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Lender or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month and three month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to Lender, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by Lender (any such date, the “Term SOFR Replacement Date”), which date shall be, in the case of Term SOFR Loans, on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (y) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR for any payment period for interest calculated that can be determined by the Lender, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (A) if Lender determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (B) if the events or circumstances of the type described in clause (b)(i) or (ii) above have occurred with respect to the Successor Rate then in effect, then in each case, Lender and Borrower may amend this Agreement and the other Loan Documents solely for the purpose of replacing Term SOFR, or any then current Successor Rate in accordance with this section (h) at the relevant interest payment date or payment period (or, in the case of a daily floating interest rate, upon the effectiveness of such amendment) for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated bilateral credit facilities executed in the United States for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated bilateral credit facilities executed in the United States for such benchmark, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Lender from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Lender will promptly (in one or more notices) notify the Borrower of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Lender, such Successor Rate shall be applied in a manner as otherwise reasonably determined by Lender. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, Xxxxxx will have the right to make Conforming Changes from time to 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; provided that, with respect to any such amendment effected, Lender shall provide each such amendment implementing such Conforming Changes to Borrower reasonably promptly after such amendment becomes effective.

Additional Interest Provisions. (a) a. Interest on the Loans Loan shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Loan, shall be equal to the applicable Interest Rate plus five increased by two hundred (500200) basis points (the “Default Rate”)points. All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate default rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penalty. (c) c. Borrower shall not request and Lender shall not make, any Loan while an Event of Default exists. d. All contractual rates of interest chargeable on outstanding principal under the Loans Loan shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) e. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans Loans, shall be equal to the applicable Interest Rate plus five increased by three hundred (500300) basis points (the “Default Rate”). All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Each Borrower agrees that the Default Rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after a Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all outstanding principal under the Loans shall be equal to the applicable Interest Rate plus five increased by three hundred (500300) basis points (the “Default Rate”)points. All such increases may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the Default Rate default rate payable to Lender is a reasonable estimate of Lender’s 's damages and is not a penalty. Notwithstanding anything to the contrary, the default rate on Advances under the Revolving Credit shall never be less than ten and one half percent (10.5%). (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid payable even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Law law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such Lawlaw.