Common use of Calculation and Payment of Interest Clause in Contracts

Calculation and Payment of Interest. (a) All Obligations hereunder shall bear interest at the Contract Rate set forth on the Fee Schedule annexed hereto; except, that, (i) at any time that an Over-Formula Amount exists, all Obligations hereunder shall bear interest at the Over-Formula Rate set forth on the Fee Schedule annexed hereto, and (ii) from the occurrence of an Event of Default (as defined in Section 8.2 below), and at all times during its continuance, all Obligations hereunder shall bear interest at the Default Rate set forth on the Fee Schedule annexed hereto. Interest hereunder is payable daily and shall be charged to Client’s account daily as an Advance. All interest due and payable hereunder by Client shall be calculated on the basis of a 360 day year, for actual days elapsed. The Contract Rate shall be increased or decreased, as the case may be, as the LIBOR Rate is increased or decreased and to the extent thereof; each such change to be effective as of the Business Day on which the related change in such LIBOR Rate occurs. In no event shall the Contract Rate be less than the Minimum Contract Rate as set forth on the Fee Schedule annexed hereto, nor shall the Contract Rate be in excess of the maximum interest rate permitted under the laws of the State of New York; provided, however, that, if Factor receives payment of interest in excess of such highest lawful rate, Client agrees that Client’s sole remedy is to seek repayment of such excess, and Client irrevocably waives any and all other rights and remedies which may be available to Client under law or in equity. (b) If Client purchases goods or services from another factored client of Factor, and Client fails to timely make payment to Factor of the invoices in connection with such purchases, Factor may charge to Client’s account as an Advance a late interest charge, at Factor’s then late interest rate, with respect to such past due invoices.

Calculation and Payment of Interest. (a) All Obligations hereunder With any notice of prepayment of principal, with each payment of interest, the Note Agent shall bear calculate for the applicable period and for each affected Series of Notes the amount of interest accrued on such Series of Notes at the Contract Interest Rate set forth for such Series plus applicable Default Interest through but not including such payment date. (b) Any prepayment of the principal of any Series of Notes shall be accompanied by the payment of all interest accrued on the Fee Schedule annexed hereto; exceptthat Series through, thatbut not including, that date of payment. (ic) at any time that an Over-Formula Amount exists, all Obligations hereunder shall bear interest at the Over-Formula Rate set forth on the Fee Schedule annexed hereto, and (ii) from Upon the occurrence and doing the continuance of an Event of Default, Default (as defined Interest shall accrue on each Series of Notes in Section 8.2 below), and at all times during its continuance, all Obligations hereunder shall bear addition to interest at the Default Rate set forth on the Fee Schedule annexed hereto. Interest hereunder is payable daily and shall be charged to Client’s account daily as an AdvanceRate. All interest due references to the calculation and payable hereunder by Client payment of “interest” in this Agreement shall be calculated on the basis of a 360 day year, for actual days elapsed. The Contract Rate shall be increased or decreased, as the case may be, as the LIBOR Rate is increased or decreased and include Default Interest to the extent thereof; each such change it has accrued. (d) Notwithstanding any provision to the contrary contained in this Agreement, the Issuer shall not be effective as required to pay, and the Note Purchasers shall not be permitted to collect, any amount of the Business Day on which the related change in such LIBOR Rate occurs. In no event shall the Contract Rate be less than the Minimum Contract Rate as set forth on the Fee Schedule annexed hereto, nor shall the Contract Rate be interest in excess of the maximum amount of interest rate permitted under by law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement, then in such event: (i) the laws provisions of this paragraph shall control; (ii) the Issuer shall not be obligated to pay any Excess Interest; (iii) any Excess Interest that a Note Purchaser may have received hereunder shall be, at the Note Purchaser’s option, (A) applied as a credit against the Outstanding Principal Amount of the State Note (without any prepayment penalty therefor) or for accrued and unpaid interest thereunder (not to exceed the maximum amount permitted by law), (B) refunded to the Issuer, or (C) any combination of New Yorkthe foregoing; provided(iv) the Interest Rate shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable law (the “Maximum Rate”), howeverand this Agreement and the Note shall be deemed to have been and shall be, thatreformed and modified to reflect such reduction; and (v) the Issuer shall not have any action against the Note Purchaser for any damages arising out of the payment or collection of any Excess Interest. Notwithstanding the foregoing, if Factor receives payment for any period of time interest on any Note due and owing to the Note Purchaser is calculated at the Maximum Rate rather than the applicable rate under this Agreement, and thereafter such applicable rate becomes less than the Maximum Rate, the rate of interest in excess payable on such Note due and owing to the Note Purchaser shall, to the extent permitted by law, remain at the Maximum Rate until the Note Purchaser shall have received the amount of interest which the Note Purchaser would have received during such highest lawful rate, Client agrees that Client’s sole remedy is period on the Note due and owing to seek repayment the Note Purchaser had the rate of interest not been limited to the Maximum Rate during such excess, and Client irrevocably waives any and all other rights and remedies which may be available to Client under law or in equityperiod. (b) If Client purchases goods or services from another factored client of Factor, and Client fails to timely make payment to Factor of the invoices in connection with such purchases, Factor may charge to Client’s account as an Advance a late interest charge, at Factor’s then late interest rate, with respect to such past due invoices.

Calculation and Payment of Interest. (a) All Obligations hereunder Interest on the principal balance of this Note outstanding from time to time until paid in full shall bear interest accrue at the Contract Rate set forth on the Fee Schedule annexed hereto; except, that, rate of ten percent (i10%) at any time that an Over-Formula Amount exists, all Obligations hereunder shall bear interest at the Over-Formula Rate set forth on the Fee Schedule annexed hereto, and (ii) from the occurrence of an Event of Default (as defined in Section 8.2 below), and at all times during its continuance, all Obligations hereunder shall bear interest at the Default Rate set forth on the Fee Schedule annexed hereto. Interest hereunder is payable daily and shall be charged to Client’s account daily as an Advance. All interest due and payable hereunder by Client shall be calculated per annum computed on the basis of a 360 365 or 366-day year, as appropriate, for the actual number of days elapsed, commencing on the date hereof. The Contract Rate Such interest shall be increased payable semi-annually in arrears, beginning on June 15, 1999 and thereafter on each June 15 and December 15 until the Maturity Date; PROVIDED, HOWEVER, that any amount of cash interest which is not paid as a result of the application of the provisions of Section 8.7 of the Credit Agreement or decreased, as the case may be, as the LIBOR Rate is increased or decreased and any similar provision contained in any documents relating to the extent thereof; each refinancing thereof (each, a "PAYMENT RESTRICTION") shall be made by the issuance of a PIK Note and Payor shall be deemed to have issued a PIK Note for any such change to interest regardless of whether Payor shall have actually delivered any such PIK Note. Each PIK Note, together with all accrued interest thereon, shall be effective as due and payable on the earlier of (i) the Maturity Date and (ii) the first day following the expiration of the Business Day on first 365 day period in which the related change in such LIBOR Rate occurs. In no event shall the Contract Rate be less than the Minimum Contract Rate as set forth on the Fee Schedule annexed heretoPayment Restriction exists; PROVIDED, nor shall the Contract Rate be in excess of the maximum interest rate permitted under the laws of the State of New York; provided, howeverHOWEVER, that, if Factor receives payment of interest in excess of such highest lawful rate, Client agrees that Client’s sole remedy is to seek repayment of such excess, and Client irrevocably waives any and all other rights and remedies which may be available to Client under law or in equity. (b) If Client purchases goods or services from another factored client of Factor, and Client fails to timely make payment to Factor of the invoices in connection with such purchases, Factor may charge to Client’s account as an Advance a late interest charge, at Factor’s then late interest rate, with respect to clause (ii) above, in no event shall more than an aggregate of $880,000 of (i) principal and interest with respect to all PIK Notes then outstanding and (ii) current interest on all Promissory Notes (as defined in the Purchase Agreement) then outstanding, become due and payable in any fiscal year. Principal and interest on any PIK Note that is not paid solely by reason of the proviso in the preceding sentence shall be due and payable on the first Business Day of the next succeeding fiscal year, subject to such past due invoicesproviso. Each Holder, by its acceptance hereof, acknowledges (i) that Payor is contractually bound hereunder to pay cash interest only to the extent not prohibited by a Payment Restriction, (ii) that any cash interest not so paid shall be paid in the form of a PIK Note, and (iii) the failure to pay cash interest as a result of a Payment Restriction shall not constitute a default or Event of Default under this Note.

Calculation and Payment of Interest. (a) All Obligations hereunder This Note shall bear interest (“Interest”) at a rate equal to twenty-four percent (24%) (the Contract Rate set forth “Interest Rate”) per annum on a 360-day year basis. Interest shall be payable monthly in arrears, compounding daily through and including the last day of each calendar month, with the first interest payment being due on July 3, 2011, and continuing on the Fee Schedule annexed hereto; except, that, third day of each and every succeeding month until all amounts owed under the Note shall have been fully repaid. The Note shall be payable in full on the earlier of (i) at any time that an Over-Formula Amount exists, all Obligations hereunder shall bear interest at the Over-Formula Rate set forth on the Fee Schedule annexed heretoMaturity Date, and (ii) from the occurrence of an Event of Default Prepayment Date (as defined in Section 8.2 below), and at all times during its continuance, all Obligations hereunder shall bear interest at the Default Rate set forth on the Fee Schedule annexed hereto. Interest hereunder is payable daily and shall be charged to Client’s account daily as an Advance. All interest due and payable hereunder by Client shall be calculated on the basis of a 360 day year, for actual days elapsed. The Contract Rate shall be increased or decreased4 hereof, as the case may be. (b) The Company agrees that upon the occurrence and during the continuation of an Event of Default, as whether or not the LIBOR Rate is increased or decreased Holder has accelerated payment of this Note, and after judgment has been rendered on this Note and after the Maturity Date, the unpaid principal on this Note shall bear interest to the extent thereof; each such change Holder at an annual rate of thirty (30%) percent and the Holder shall be entitled to any and all attorneys’ fees, costs and expenses incurred in the collection of the amount of non-payment on the Note and any accrued but unpaid interest thereon. (c) All payments to be effective as made by the Company hereunder or pursuant to the Note shall be made, without setoff or counterclaim, in lawful money of the Business Day on which United States and in immediately available funds. (d) In the related change event that it is determined that, under the laws relating to usury applicable to the Company or the indebtedness evidenced by this Note (“Applicable Usury Laws”), the interest charges and fees payable by the Company in connection herewith or in connection with any other document or instrument executed and delivered in connection herewith cause the effective interest rate applicable to the indebtedness evidenced by this Note to exceed the maximum rate allowed by law (the “Maximum Rate”), then such LIBOR interest shall be recalculated for the period in question and any excess over the Maximum Rate occurspaid with respect to such period shall be credited, without further agreement or notice, to the Principal Amount outstanding hereunder to reduce said balance by such amount with the same force and effect as though the Company had specifically designated such extra sums to be so applied to principal and the Payee had agreed to accept such extra payment(s) as a premium-free prepayment. All such deemed prepayments shall be applied to the principal balance payable at maturity. In no event shall any agreed-to or actual exaction as consideration for this Note exceed the Contract Rate be less than limits imposed or provided by Applicable Usury Laws in the Minimum Contract Rate as set forth on jurisdiction in which the Fee Schedule annexed hereto, nor shall Company is resident applicable to the Contract Rate be use or detention of money or to forbearance in excess of seeking its collection in the maximum interest rate permitted under jurisdiction in which the laws of the State of New York; provided, however, that, if Factor receives payment of interest in excess of such highest lawful rate, Client agrees that Client’s sole remedy Company is to seek repayment of such excess, and Client irrevocably waives any and all other rights and remedies which may be available to Client under law or in equityresident. (b) If Client purchases goods or services from another factored client of Factor, and Client fails to timely make payment to Factor of the invoices in connection with such purchases, Factor may charge to Client’s account as an Advance a late interest charge, at Factor’s then late interest rate, with respect to such past due invoices.

Calculation and Payment of Interest. (a) All Obligations hereunder This Note shall bear interest (“Interest”) at a rate equal to fifteen (15%) percent (the Contract Rate set forth “Interest Rate”) per annum on a 360-day year basis. Interest shall be payable monthly in arrears commencing on December 31, 2009, and continuing on the Fee Schedule annexed hereto; except, that, last day of each succeeding month on all outstanding principal until all amounts owed under the Note shall be fully repaid and shall be payable in full on the earlier of (i) at any time that an Over-Formula Amount exists, all Obligations hereunder shall bear interest at the Over-Formula Rate set forth on Base Period Maturity Date or the Fee Schedule annexed hereto, and (ii) from the occurrence of an Event of Default (as defined in Section 8.2 below), and at all times during its continuance, all Obligations hereunder shall bear interest at the Default Rate set forth on the Fee Schedule annexed hereto. Interest hereunder is payable daily and shall be charged to Client’s account daily as an Advance. All interest due and payable hereunder by Client shall be calculated on the basis of a 360 day year, for actual days elapsed. The Contract Rate shall be increased or decreasedExtended Period Maturity Date, as the case may be, and (ii) the Prepayment Date (as defined in Section 4 hereof, as the LIBOR Rate is increased or decreased and to the extent thereof; each such change to be effective as of the Business Day on which the related change in such LIBOR Rate occurs. In no event shall the Contract Rate be less than the Minimum Contract Rate as set forth on the Fee Schedule annexed hereto, nor shall the Contract Rate be in excess of the maximum interest rate permitted under the laws of the State of New Yorkcase may be); provided, however, thatthat notwithstanding anything to the contrary provided herein or elsewhere any interest accruing on overdue amounts pursuant to Section 3(b) hereof shall be payable on demand. Interest shall be calculated on a simple interest basis and shall accrue monthly and be payable monthly, if Factor receives payment of interest in excess of such highest lawful rate, Client agrees that Client’s sole remedy is to seek repayment of such excess, and Client irrevocably waives any and all other rights and remedies which may be available to Client under law or in equityarrears. (b) If Client purchases goods The Company agrees that upon the occurrence and during the continuation of an Event of Default, whether or services from another factored client not the Holder has accelerated payment of Factorthis Note, or after judgment has been rendered on this Note or after the Base Period Maturity Date or Extended Period Maturity Date, as the case may be, the unpaid principal of all advances shall bear interest on all amounts which are not paid or reimbursed to the Holder at an annual rate equal to nineteen and Client fails one-half percent (19.5%) and Holder shall be entitled to timely make payment to Factor reasonable attorneys’ fees, costs and expenses incurred in the collection of the invoices amount of non-payment on the Note or any accrued but unpaid interest thereon. (c) All payments to be made by the Company hereunder or pursuant to the Note shall be made, without setoff or counterclaim, in connection with such purchases, Factor may charge to Client’s account as an Advance a late interest charge, at Factor’s then late interest rate, with respect to such past due invoiceslawful money of the United States and in immediately available funds.

Calculation and Payment of Interest. (a) All Obligations hereunder Interest on the principal balance of this Note outstanding from time to time until paid in full in cash shall bear interest accrue at the Contract rate equal to the Applicable Rate set forth per annum, computed on the Fee Schedule annexed hereto; exceptbasis of a 365 or 366-day year, thatas appropriate, (i) at any time that an Over-Formula Amount existsfor the actual number of days elapsed, all Obligations hereunder shall bear interest at the Over-Formula Rate set forth commencing on the Fee Schedule annexed hereto, date hereof (and on the date of issuance with respect to any PIK Note). “Applicable Rate” shall mean (iiA) from 10.0% prior to the occurrence of an any Event of Default (as defined in Section 8.2 below)) hereunder and, (B) 15.0% after the occurrence and at all times during its continuance, all Obligations hereunder shall bear interest at the Default Rate set forth on the Fee Schedule annexed hereto. Interest hereunder is payable daily and shall be charged to Client’s account daily as continuance of an Advance. All interest due and payable hereunder by Client shall be calculated on the basis Event of a 360 day year, for actual days elapsed. The Contract Rate shall be increased or decreased, as the case may be, as the LIBOR Rate is increased or decreased and to the extent thereof; each such change to be effective as of the Business Day on which the related change in such LIBOR Rate occurs. In no event shall the Contract Rate be less than the Minimum Contract Rate as set forth on the Fee Schedule annexed hereto, nor shall the Contract Rate be in excess of the maximum interest rate permitted under the laws of the State of New YorkDefault; provided, however, thatthat if this Note is voluntarily prepaid in full in cash on or before the date that is six (6) months from the date hereof, “Applicable Rate” shall mean 0%. Interest shall be payable quarterly in arrears, beginning on the last day of the first calendar quarter following the Issue Date and on the last day of each calendar quarter thereafter; provided that after the occurrence and during the continuance of any Event of Default, interest shall be payable monthly in arrears, beginning on the last day of the first month following the applicable Event of Default and on the last date of each month thereafter (each, an “Interest Payment Date”) until paid in full, and shall be made either (i) by the deemed issuance of a promissory note in a principal amount equal to interest accrued but not otherwise paid (by the issuance of a PIK Note or otherwise) on the principal amount hereof through and including such Interest Payment Date and otherwise having such terms and provisions that are the same as the terms and provisions of this Note (each such promissory note a “PIK Note”), and Payor shall be deemed to have issued a PIK Note for any such interest and shall not be obligated to actually deliver any such PIK Note or (ii) by increasing the principal amount of this Note by the amount of such cash interest (such payment of interest, whether made under subclause (i) or (ii), the “Interest”). For the avoidance of doubt, if Factor receives payment the “Applicable Rate” shall mean 0% as a result of a qualifying prepayment pursuant to this Section 1.1, all PIK Notes will (and any interest in excess of accrued on such highest lawful rate, Client agrees that Client’s sole remedy is PIK Notes) will be equal to seek repayment of such excess, and Client irrevocably waives any and all other rights and remedies which may be available to Client under law or in equity$0. (b) If Client purchases goods or services from another factored client of Factor, and Client fails to timely make payment to Factor of the invoices in connection with such purchases, Factor may charge to Client’s account as an Advance a late interest charge, at Factor’s then late interest rate, with respect to such past due invoices.