Common use of Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate Clause in Contracts

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIII. Each Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for (i) Base Rate Loans based on the Prime Lending Rate and (including Base ii) Eurocurrency Rate Loans determined by reference to the Eurocurrency Rate) or XXXXX Rate Loans denominated in Australian Dollars, Canadian Dollars and Pounds Sterling shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, with respect to XXXXX Xxxx Loans only, daily accruing amounts of XXXXX Xxxx interest will not be rounded; instead, the aggregate amount of interest payable will be rounded only once on the relevant Interest Payment Date. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Parent Borrower or for any other reason, the US Borrower Representative or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the US Borrower Representative as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio such ratio would have resulted in higher pricing interest for such any period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action with any such demand by the Administrative Agent, any Lender or any L/C IssuerAgent being excused), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the applicable L/C Issuer, as the case may be, under Sections 2.03(c)(iiiSection 2.03(d)(iii), 2.03(hSection 2.03(i) or 2.08 (bj), Section 2.08(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph Section 2.10(b) shall survive the termination of the Aggregate Commitments and acceleration of the Loans pursuant to Section 8.02 and the repayment of all other Obligations hereunderafter an acceleration of the Loans pursuant to Sections 8.02. Except in any case where a demand is excused as provided above, any additional interest under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for (i) Base Rate Loans and (including Base ii) BA Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent or the Canadian Lender, as applicable, of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. (c) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.09(b) or under Article VIIIIX. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United Statesor any other similar Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIIIthis Agreement. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date or dates (the “Recalculation Period”) was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such periodRecalculation Period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIIIIX. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments of all of the Lenders and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans when the Base Rate, Canadian Base Rate and/or Canadian Prime Rate is determined by reference to the Eurocurrency Rate) UBS AG, Stamford Branch’s or UBS Canada’s, as applicable, “prime rate” or “base rate”, and BA Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, 365/366 days and actual days elapsed. All other computations of interest and fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. For the purposes of the Interest Act (Canada), (i) whenever any interest or fees under this Agreement or any other Loan Document is calculated using a rate based on a year of 360 days, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate, (y) multiplied by the actual number of days in the calendar year commencing on the date such calculation is being made, and (z) divided by 360, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement, and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Specified U.S. Borrower or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Consolidated Net Leverage Ratio Average Availability as calculated by the US a Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio Average Availability would have resulted in higher pricing for such period, the applicable Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any such Borrower under the Bankruptcy Code of the United Statesany Debtor Relief Laws, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections 2.03(c)(iiiSection 2.03(b)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans when the Base Rate, Canadian Base Rate and/or Canadian Prime Rate is determined by reference to the Eurocurrency Rate) Administrative Agent, as applicable, “prime rate” or “base rate”, and all BA Rate Loans, shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of interest and fees and interest shall shall, unless otherwise provided, be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Revolving Credit Loan for the day on which the Revolving Credit Loan is made, and shall not accrue on a Revolving Credit Loan, or any portion thereof, for the day on which the Revolving Credit Loan or such portion is paid, provided that any Revolving Credit Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. For the purposes of the Interest Act (Canada), the yearly rate of interest to which any rate calculated on the basis of a period of time different from the actual number of days in the year (360 days, for example) is equivalent is the stated rate multiplied by the actual number of days in the year (365 days) and divided by the number of days in the shorter period (360 days, in the example). (ba) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower any Group Company or for any other reason, the US Borrower Representative or the Revolving Credit Lenders determine that (i) the Consolidated Net Leverage Ratio Excess Availability as calculated by the US Borrower Representative as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio such Excess Availability would have resulted in higher pricing for such period, the Borrowers Borrower Representative shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders or the applicable L/C Issuers, as the case may be, promptly on within one Business Day of demand therefor by the Administrative Agent (and in any event within five Business Days or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United StatesCode, automatically and without further action by the Administrative Agent, any Revolving Credit Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Revolving Credit Lender or any L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.07(b) or under Article VIII. Each BorrowerThe Borrower Representative’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Senior Credit Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including except for Base Rate Loans determined by reference to computations in respect of clauses (a) and (c) of the Eurocurrency Ratedefinition thereof) shall be made on the basis of a year of 365 three hundred and sixty-five (365) or 366 three hundred and sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360-) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred and sixty-five (365-) day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that 91 Syniverse Credit Agreement is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Senior Secured Debt Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Senior Secured Debt Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the applicable L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph Section 2.10(b) shall not limit the rights of the Administrative Agent, any Lender or any the applicable L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (bi) or 2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph Section 2.10(b) shall survive the termination of the Aggregate Commitments and acceleration of the Loans pursuant to Section 8.02 and the repayment of all other Obligations hereunderafter an acceleration of the Loans pursuant to Sections 8.02. Any additional interest under this clause (b) shall not be due and payable until demand is made for such payment pursuant to clause (ii) above and accordingly, any nonpayment of such interest as result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall be deemed overdue (and no amounts shall accrue interest at the Default Rate), at any time prior to the date that is five (5) Business Days following such demand.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency RateTerm SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Revolving Credit Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments Revolving Credit Facility and the repayment of all other Obligations hereunderhereunder for a period of thirty days after the date of delivery of the Company’s annual audited financial statements that include the period during which termination and repayment occurred.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day 365‑day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Credit Parties or for any other reasonreason related to the finances of the Credit Parties, the US Borrower any Credit Party or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Credit Parties as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Credit Parties shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United StatesStates or any other Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each Borrower’s The Credit Parties obligations under this paragraph shall survive the termination of the Aggregate Commitments Revolving Committed Amount, the Aggregate Term Loan Committed Amount and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, the calculation of the applicable interest rate with respect to all Loans made in any Non-LIBOR Quoted Currency shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Parent or for any other reason, the US Parent Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Parent Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.07(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate all Commitments hereunder and the repayment of all other Obligations hereunderhereunder for one calendar year.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United Statesor any other similar Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIIIthis Agreement. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall will be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall will be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall will accrue on each Loan for the day on which the Loan is made, and shall will not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shallwill, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall will be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Fixed Charge Coverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Fixed Charge Coverage Ratio would have resulted in higher pricing for such period, the Borrowers shall Company will immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender Agent or any L/C IssuerLender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; provided that, in the event the Company disagrees with the Lenders’ determination that such calculation would have resulted in higher pricing, then such disagreement will be resolved by an independent calculation of a Registered Public Accounting Firm of a nationally recognized standing. This paragraph shall not limit the rights of the Administrative Agent, any Lender Agent or any L/C IssuerLender, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (bSection 2.09(b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall will survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunderhereunder for a period of one (1) year from the date of such termination.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) and Eurocurrency Rate Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Parent or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Consolidated Net Total Leverage Ratio as calculated by the US Borrower Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Term Loan for the day on which the Term Loan is made, and shall not accrue on a Term Loan, or any portion thereof, for the day on which the Term Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (ii)(A) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (iiB) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C IssuerLender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; and (ii)(A) the Consolidated Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (B) a proper calculation of the Consolidated Leverage Ratio would have resulted in lower pricing for such period, the Applicable Rate shall be adjusted as of the date of receipt by the Administrative Agent of a Compliance Certificate reflecting such proper calculation. This paragraph shall not limit the rights of the Administrative Agent, Agent or any Lender or any L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(hSection 2.05(b) or 2.08 (b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including except for Base Rate Loans determined by reference to computations in respect of clauses (a) and (c) of the Eurocurrency Ratedefinition thereof) shall be made on the basis of a year of 365 three hundred sixty-five (365) or 366 three hundred sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day three hundred sixty (360)-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365three hundred sixty-day five (365)-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, If as a result of any restatement of or other adjustment to the financial statements of the US Borrower Parent and its Subsidiaries or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio such ratio would have resulted in higher pricing interest or fees for such any period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action with any such demand by the Administrative Agent, any Lender or any L/C IssuerAgent being excused), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the applicable L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), Sections 2.03(h) or 2.08 (bi), Section 2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph Section 2.10(b) shall survive the termination of the Aggregate Commitments and acceleration of the Loans pursuant to Section 8.02 and the repayment of all other Obligations hereunderafter an acceleration of the Loans pursuant to Section 8.02. Except in any case where a demand is excused as provided above, any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five (5) Business Days following such demand.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) and all computations of fees shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers applicable Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either such Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIIIthis Agreement. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Term Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsedAlternative Currency as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Borrowers or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Consolidated Net Combined Senior Secured Leverage Ratio as calculated by the US Borrower Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Combined Senior Secured Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Borrowers under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C IssuerIssuers), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C IssuerIssuers, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.07(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIIIthis Agreement. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurocurrency Rate) Bank of America’s prime rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code any Debtor Relief Laws of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iiiSection 2.04(c)(iii), 2.03(h2.04(h) or 2.08 (b2.09(b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. (c) For the purpose of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Senior Secured First Lien Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Senior Secured First Lien Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iiiSection 2.04(c)(iii), 2.03(h2.04(i) or 2.08 (b2.09(b) or under Article VIIIIX. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsedAlternative Currency as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Borrowers or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Consolidated Net Combined Senior Secured Leverage Ratio as calculated by the US Borrower Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Combined Senior Secured Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Borrowers under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C IssuerIssuers), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C IssuerIssuers, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.07(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Base Rate) and all computations for interest on Loans denominated in Sterling shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Required Lenders determine that (i) the Consolidated Net Total Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIIIIX. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsedAlternative Currency as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Borrowers or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Consolidated Net Combined Senior Secured Leverage Ratio as calculated by the US Borrower Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Combined Senior Secured Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Borrowers under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C IssuerIssuers), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C IssuerIssuers, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.07(b) or under Article VIII. Each Borrower’s The Borrowers' obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans that bear interest at a rate based on clause (including b) of the definition of “Base Rate Loans determined by reference to the Eurocurrency Rate) ” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive for two years past the date of the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower any Group Company or for any other reason, the US U.S. Borrower or the Lenders determine that (i) the Consolidated Net Total Leverage Ratio of the U.S. Borrower and its Subsidiaries as calculated by the US U.S. Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net such Total Leverage Ratio would have resulted in higher pricing for such period, the Borrowers applicable Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on within five Business Days following demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the U.S. Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each The applicable Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Senior Credit Obligations hereunder. (c) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or free rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Sterling as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.10(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Jxxxxx US Borrower or for any other reason, the Jxxxxx US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the Jxxxxx US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender Agent or any L/C IssuerLender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender Agent or any L/C IssuerLender, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (bSection 2.06(b) or under Article VIII. Each Borrower’s The obligations of the Borrowers under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder until the first anniversary of such termination and repayment. (c) Each determination by the Administrative Agent of an interest rate or fee payable by the Borrowers hereunder, in the absence of manifest error, shall be conclusive and binding upon all parties hereto.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency RateTerm SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Borrowers or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including at times when the Base Rate Loans determined by reference to is based on the Eurocurrency Rate) Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans any Loan denominated in Canadian Dollars shall be made on Alternative Currencies (including Pounds Sterling) as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIIIthis Agreement. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurocurrency Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIII. Each Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.an

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) and Eurocurrency Rate Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Parent or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Consolidated Net Total Leverage Ratio as calculated by the US Borrower Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections 2.03(c)(iiiSection Section 7.03(c)(iii), 2.03(hSection 7.03(h) or 2.08 (bSection 7.08(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency RateTerm SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of interest for Loans denominated in Canadian Dollars and Pounds Sterling shall be made on the basis of a year of 365 days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-365 day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid by any Loan Party hereunder or in connection herewith is to be calculated on the basis of a 360 day, 365 day or 366 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, 365 or 366, as applicable. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Top Borrower or for any other reason, the US Top Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the US Top Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers applicable Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either theany Borrower under the Bankruptcy Code of the United Statesor other applicable Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each Borrower’s The Borrower’sBorrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments Facilities and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of of, or other adjustment to to, the financial statements of the US Borrower or Company or, for any other reasonreason (in such case, upon notice by the Administrative Agent to the Company), the US Borrower Company or the Lenders determine that (i) the Consolidated Net Senior Secured Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Senior Secured Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender Agent or any L/C IssuerLender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender Agent or any L/C IssuerLender, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (bSection 2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination repayment of all other Obligations hereunder. (c) If, as a result of any restatement of, or other adjustment to, the financial statements of the Aggregate Commitments Company or, for any other reason (in such case, upon notice by the Company to the Administrative Agent), the Company or the Lenders determine that (i) the Consolidated Senior Secured Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Senior Secured Leverage Ratio would have resulted in lower pricing for such period, the Administrative Agent shall use commercially reasonable efforts to request that the Lenders (or such Persons that were Lenders at the time such overpayment was made) pay to the Administrative Agent for the account of the Borrower an amount equal to the excess of the amount of interest and fees that was actually paid for such period over the amount of interest and fees that should have been paid for such period. The Administrative Agent’s obligations under this paragraph shall survive the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Base Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIIIIX. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder. (c) If, as a result of any restatement of, or other adjustment to, the financial statements of the Borrower or, for any other reason, the Borrower determines that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in lower pricing for such period, the Borrower shall be entitled to request that (and to recover from) each Person who was a Lender at the time of overpayment and who received such overpayment pay to the Borrower an amount equal to the amount of such overpayment received by such Person. The Administrative Agent shall have no responsibility for administering or enforcing this subsection (c).

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) a. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) b. If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(k) or 2.08 (b2.08(b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Administrative Borrower or for any other reason, the US any Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Administrative Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the applicable Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Borrowers under the Bankruptcy Code of the United StatesCode, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each The Administrative Borrower’s obligations under this paragraph shall survive terminate upon the termination of the Aggregate all Commitments and the indefeasible repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Total Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIIIthis Agreement. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall will be made on the basis of a year of 365 or Table of Contents 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall will be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall will accrue on each Loan for the day on which the Loan is made, and shall will not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shallwill, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall will be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Fixed Charge Coverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Fixed Charge Coverage Ratio would have resulted in higher pricing for such period, the Borrowers shall Company will immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender Agent or any L/C IssuerLender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; provided that, in the event the Company disagrees with the Lenders’ determination that such calculation would have resulted in higher pricing, then such disagreement will be resolved by an independent calculation of a Registered Public Accounting Firm of a nationally recognized standing. This paragraph shall not limit the rights of the Administrative Agent, any Lender Agent or any L/C IssuerLender, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (bSection 2.09(b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall will survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunderhereunder for a period of one (1) year from the date of such termination.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurocurrency Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day 365‑day year), ) or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (ba) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency RateTerm SOFR) and all computations of interest for Swing Line Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate (other than the interest rate applicable to Swing Line Loans) or fee hereunder shall be conclusive and binding for all purposes, absent manifest error, and each determination by the Swing Line Lender of the interest rate applicable to Swing Line Loans shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company and its Subsidiaries or for any other reason, the US Borrower Company, or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either a Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph clause (b) shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph clause (b) shall survive the termination of the Aggregate all Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurocurrency Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Total Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Funded Indebtedness to Capitalization Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Funded Indebtedness to Capitalization Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall will be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall will be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall will accrue on each Loan for the day on which the Loan is made, and shall will not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shallwill, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall will be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Fixed Charge Coverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Fixed Charge Coverage Ratio would have resulted in higher pricing for such period, the Borrowers shall Company will immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; provided that, in the event the Company disagrees with the Lenders’ determination that such calculation would have resulted in higher pricing, then such disagreement will be resolved by an independent calculation of a Registered Public Accounting Firm of a nationally recognized standing. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections 2.03(c)(iiiSection 2.04(c)(iii), 2.03(h2.04(h) or 2.08 (b2.09(b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall will survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunderhereunder for a period of one (1) year from the date of such termination.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) and all computations of fees shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph clause (b) shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. (c) With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIIIIX. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Commitments of all of the Lenders and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable U.S. L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the U.S. L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the U.S. L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each Borrower’s Other than in the case of fraud or willful misconduct, the Borrowers’ obligations under this paragraph shall survive terminate upon the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsedAlternative Currency as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Borrowers or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Consolidated Net Combined Senior Secured Leverage Ratio as calculated by the US Borrower Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Combined Senior Secured Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Borrowers under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.07(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurocurrency Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurocurrency Rate) Bank of America’s prime rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian currencies other than Dollars shall be made on as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Borrowers or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Consolidated Net Total Leverage Ratio as calculated by the US Borrower Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b) 2.03(j), 2.08(b), 2.09 or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Eurodollar Rate) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day 365‑day year), ) or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis foregoing, in accordance with such market practice for the computations of a year of 365 days and actual days elapsedinterest. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by With respect to all Non-LIBOR Quoted Currencies, the Administrative Agent calculation of an the applicable interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest errordetermined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Credit Parties or for any other reasonreason related to the finances of the Credit Parties, the US Borrower any Credit Party or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Credit Parties as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Credit Parties shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United StatesStates or any other Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each Borrower’s The Credit Parties’ obligations under this paragraph shall survive the termination of the Aggregate Revolving Committed Amount, the Term Loan Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a1) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) and all computations of fees shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, interest being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (ba) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (aa ) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11 (a), bear interest for one day. Each determination by the Administrative Agent Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (bb ) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLender, promptly on demand by the Administrative Agent Lender (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C IssuerLender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may beLender, under Sections 2.03(c)(iiiSection 2.03(c)(ii), 2.03(h) ), or 2.08 (b) 2.07(b), or under Article VIII. Each Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunderIX.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency EurocurrencyLIBOR Rate) and, for EurocurrencyAlternative Currency Term Rate Loans (x) denominated in Sterling and/or (y) determined by reference to the CDOR Rate, and for Canadian Swing Line Loans determined by reference to the Canadian Prime Rate, shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reasonCompany, the US Borrower Company or the Lenders (acting reasonably) determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph Section 2.10(b) shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIIIIX. Each The Borrower’s obligations under this paragraph Section 2.10(b) shall survive for a period of two (2) years following the termination of the Aggregate Commitments and the repayment of all other Obligations (other than any contingent indemnity obligations that, by their terms, survive the termination of this Agreement) hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunderhereunder for a period of two years from the date of such termination.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurocurrency Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower any Group Company or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Total Leverage Ratio of the Borrower and its Subsidiaries as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net such Total Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on within five Business Days following demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Senior Credit Obligations hereunder. (c) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or free rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Revolving Credit Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, Australian Dollars and Canadian Dollars, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Borrowers or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Eurodollar Rate) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day 365‑day year), ) or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis foregoing, in accordance with such market practice for the computations of a year of 365 days and actual days elapsedinterest. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by With respect to all Non-LIBOR Quoted Currencies, the Administrative Agent calculation of an the applicable interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest errordetermined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Credit Parties or for any other reasonreason related to the finances of the Credit Parties, the US Borrower any Credit Party or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Credit Parties as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Credit Parties shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United StatesStates or any other Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each Borrower’s The Credit Parties’ obligations under this paragraph shall survive the termination of the Aggregate Commitments Revolving Committed Amount and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIIIIX. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments of all of the Lenders and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Eurodollar Base Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Capitalization Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Capitalization Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately promptly and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.09(b) or under Article VIII. Each Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including except for Base Rate Loans determined by reference to computations in respect of clauses (a) and (c) of the Eurocurrency Ratedefinition thereof) shall be made on the basis of a year of 365 three hundred and sixty-five (365) or 366 three hundred and sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360-) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred and sixty-five (365-) day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Senior Secured Debt Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Senior Secured Debt Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the applicable L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph Section 2.10(b) shall not limit the rights of the Administrative Agent, any Lender or any the applicable L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (bi) or 2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph Section 2.10(b) shall survive the termination of the Aggregate Commitments and acceleration of the Loans pursuant to Section 8.02 and the repayment of all other Obligations hereunderafter an acceleration of the Loans pursuant to Sections 8.02. Any additional interest under this clause (b) shall not be due and payable until demand is made for such payment pursuant to clause (ii) above and accordingly, any nonpayment of such interest as result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall be deemed overdue (and no amounts shall accrue interest at the Default Rate), at any time prior to the date that is five (5) Business Days following such demand.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Borrowers or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurocurrency Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies if market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United StatesStates or other applicable Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender Agent or any L/C IssuerLender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender Agent or any L/C IssuerLender, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Commitments all commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day 365‑day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies if market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United StatesStates or other applicable Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender Agent or any L/C IssuerLender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender Agent or any L/C IssuerLender, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIII. Each Borrower’s The Company's obligations under this paragraph shall survive the termination of the Aggregate Commitments all commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding prima facie evidence for all purposes, absent manifest demonstrable error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reasonreason (other than a restatement of or adjustment to such financial statements by reason of a required change in GAAP), the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(hSection 2.03(i) or 2.08 (b) or 2.08(b)or under Article VIII. Each Borrower’s The Company's obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunderhereunder for the limited period ending one month following the date of the annual audited financial statements of the Company and its Subsidiaries that include the period during which such termination and repayment occurred.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Company or any other Borrower under the Bankruptcy Code of the United Statesor other Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIIIIX. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments of all of the Lenders and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans when the Base Rate, Canadian Base Rate and/or Canadian Prime Rate is determined by reference to the Eurocurrency Rate) Administrative Agent, as applicable, “prime rate” or “base rate”, and all BA Rate Loans, shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of interest and fees and interest shall shall, unless otherwise provided, be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Revolving Credit Loan for the day on which the Revolving Credit Loan is made, and shall not accrue on a Revolving Credit Loan, or any portion thereof, for the day on which the Revolving Credit Loan or such portion is paid, provided that any Revolving Credit Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. For the purposes of the Interest Act (Canada), the yearly rate of interest to which any rate calculated on the basis of a period of time different from the actual number of days in the year (360 days, for example) is equivalent is the stated rate multiplied by the actual number of days in the year (365 days) and divided by the number of days in the shorter period (360 days, in the example). (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower any Group Company or for any other reason, the US Borrower Representative or the Revolving Credit Lenders determine that (i) the Consolidated Net Leverage Ratio Excess Availability as calculated by the US Borrower Representative as of any applicable 3616092.7 89 date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio such Excess Availability would have resulted in higher pricing for such period, the Borrowers Borrower Representative shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders or the applicable L/C Issuers, as the case may be, promptly on within one Business Day of demand therefor by the Administrative Agent (and in any event within five Business Days or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United StatesCode, automatically and without further action by the Administrative Agent, any Revolving Credit Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Revolving Credit Lender or any L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.07(b) or under Article VIII. Each BorrowerThe Borrower Representative’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Senior Credit Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Fixed LIBOR Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day 365‑day year), or, in the case of interest in respect of Loans denominated in Canadian currencies other than Dollars shall be made on as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Borrowers or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Consolidated Net Total Leverage Ratio as calculated by the US Borrower Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b) 2.03(j), 2.08(b), 2.09 or under Article VIIIIX. Each Borrower’s The Borrowers' obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for (i) Base Rate Loans based on the Prime Lending Rate and (including Base ii) Eurocurrency Rate Loans determined by reference to the Eurocurrency Rate) denominated in Australian Dollars, Canadian Dollars and Pounds Sterling shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on US-DOCS\90330440.2103232196.9 the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Dutch Borrower or for any other reason, the US Borrower Representative or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the US Borrower Representative as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio such ratio would have resulted in higher pricing interest for such any period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action with any such demand by the Administrative Agent, any Lender or any L/C IssuerAgent being excused), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the applicable L/C Issuer, as the case may be, under Sections 2.03(c)(iiiSection 2.03(d)(iii), 2.03(hSection 2.03(i) or 2.08 (bj), Section 2.08(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph Section 2.10(b) shall survive the termination of the Aggregate Commitments and acceleration of the Loans pursuant to Section 8.02 and the repayment of all other Obligations hereunderafter an acceleration of the Loans pursuant to Sections 8.02. Except in any case where a demand is excused as provided above, any additional interest under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Base Rate) and all computations for interest on Loans denominated in Sterling shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Required Lenders determine that (i) the Consolidated Net Total Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIIIthis Agreement. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by For purposes of calculating any fees due hereunder, in the Administrative Agent case of an interest rate any Escalating Credits issued or fee hereunder shall outstanding hereunder, the Aggregate Tranche 1 Commitments will be conclusive and binding for deemed to be utilized in respect of such Escalating Credits in the aggregate amount equal to the maximum aggregate amount available to be drawn under all purposes, absent manifest errorsuch Escalating Credits (after giving effect to all increases). (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each Borrower’s The obligations of the Borrowers under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder until the first anniversary of such termination and repayment. (c) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. (d) Each determination by the Administrative Agent of an interest rate or fee payable by the Borrowers hereunder, in the absence of manifest error, shall be conclusive and binding upon all parties hereto. Notwithstanding the foregoing, in the event that, as a result of any reconciliation of the Administrative Agent’s record of outstanding Letters of Credit pursuant to Section 2.03(m) or otherwise, the Administrative Agent determines that there has been an underpayment or overpayment of any fees payable by the Borrowers hereunder, the Administrative Agent shall promptly notify the Borrowers, the L/C Issuers and the Tranche 1 Lenders thereof, and the Company shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent for the account of the L/C Issuers or the Tranche 1 Lenders, as the case may be (in the case of any underpayment) or the L/C Issuers or the Tranche 1 Lenders, as the case may be, shall pay to the Administrative Agent for the account of the Company or applicable Designated Borrower (in the case of any overpayment), any amount due as a result of such reconciliation, on the next regularly occurring payment date for such fee.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a1) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (ba) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding prima facie evidence for all purposes, absent manifest demonstrable error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reasonreason (other than a restatement of or adjustment to such financial statements by reason of a required change in GAAP), the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(hSection 2.03(i) or 2.08 (b) or 2.08(b)or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunderhereunder for the limited period ending one month following the date of the annual audited financial statements of the Company and its Subsidiaries that include the period during which such termination and repayment occurred.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.; (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable U.S. L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the U.S. L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the U.S. L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each Other than in the case of fraud or willful misconduct, the Borrower’s obligations under this paragraph shall survive terminate upon the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Adjusted Eurocurrency RateRateTerm SOFR) and on Canadian Dollar Loans (subject to clause (c) below) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of interest for XXXXX Loans and Australian Dollar Loans shall be made on the basis of a year of 365 days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative AdministrativeApplicable Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, at any time that the Leverage Grid is in effect, as a result of any restatement of or other adjustment to the financial statements of the US Borrower BorrowerOperating Partnership or for any other reason, the US Borrower BorrowerOperating Partnership or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower BorrowerOperating Partnership as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers BorrowerBorrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either theany Borrower under the Bankruptcy Code of the United StatesDebtor Relief Laws, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.11(b), such Lender shall provide the BorrowerOperating Partnership with written notice specifying in reasonable detail the additional amount required to fully compensate such Lender for such additional amounts. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by such Lender to the BorrowerOperating Partnership shall be conclusive absent manifest error. This paragraph shall not limit the rights of the Administrative Administrativeany Agent, any Lender or any L/C Issuer, as the case may be, under Sections 2.03(c)(iiiSection 2.04(c)(iii), 2.03(h2.04(h) or 2.08 (b2.09(b) or under Article VIIIIX. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. (c) For the purpose of complying with the Interest Act (Canada), it is expressly agreed that with respect to Canadian Dollar Loans only (i) where interest is calculated pursuant hereto at a rate based on a 360 or 365 day period, the yearly rate or percentage of interest to which such rate is equivalent is such rate multiplied by the actual number of days in the year (365 or 366, as the case may be) divided by 360 or 365 as relevant and (ii) the annual rates of interest to which the rates determined in accordance with the provisions hereof on the basis of a period of calculation less than a year are equivalent, are the rates so determined (x) multiplied by the actual number of days in the one (1) year period beginning on the first day of the period of calculation, and (y) divided by the number of days in the period of calculation. Each determination by the Applicable Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency RateEurodollar RateTerm SOFR) shall be made on the basis of a year of 365 three hundred sixty-five (365) or 366 three hundred sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred sixty (360-) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred sixty-five (365) day year or a three hundred sixty-six (366) day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided, provided that that, any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Credit Parties and their Subsidiaries or for any other reason, the US Borrower Credit Parties or the Lenders Administrative Agent reasonably determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate inaccurate, and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately promptly and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or Lenders, the applicable L/C IssuersIssuers or the Swing Line Lender, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections 2.03(c)(iii)Section 2.03, 2.03(h) or 2.08 (bSection 2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunderTermination Date.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reasonreason (other than a restatement or adjustments due to a change in GAAP or the application thereof, to the extent permitted hereunder), the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunderhereunder (the “Termination Date”) but shall terminate on the first anniversary of the Termination Date.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for (i) Base Rate Loans based on the Prime Lending Rate and (including Base ii) Eurocurrency Rate Loans determined by reference to the Eurocurrency Rate) or XXXXX Rate Loans denominated in Australian Dollars, Canadian Dollars and Pounds Sterling shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, with respect to XXXXX Xxxx Loans only, daily accruing amounts of XXXXX Rate interest will not be rounded; instead, the aggregate amount of interest payable will be rounded only once on the relevant Interest Payment Date. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Parent Borrower or for any other reason, the US Borrower Representative or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the US Borrower Representative as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio such ratio would have resulted in higher pricing interest for such any period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action with any such demand by the Administrative Agent, any Lender or any L/C IssuerAgent being excused), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the applicable L/C Issuer, as the case may be, under Sections 2.03(c)(iiiSection 2.03(d)(iii), 2.03(hSection 2.03(i) or 2.08 (bj), Section 2.08(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph Section 2.10(b) shall survive the termination of the Aggregate Commitments and acceleration of the Loans pursuant to Section 8.02 and the repayment of all other Obligations hereunderafter an acceleration of the Loans pursuant to Sections 8.02. Except in any case where a demand is excused as provided above, any additional interest under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurocurrency Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Funded Debt to EBITDA Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Funded Debt to EBITDA Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of fees, interest for Base Rate Loans (including Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans when the Base Rate, Canadian Base Rate and/or Canadian Prime Rate is determined by reference to the Eurocurrency Rate) Bank of America's or Bank or America-Canada Branch's, as applicable, “prime rate” or “base rate”, and BA Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. For the purposes of the Interest Act (Canada), (i) whenever any interest or fees under this Agreement or any other Loan Document is calculated using a rate based on a year of 360 days, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends, and (z) divided by 360, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement, and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Specified U.S. Borrower or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Consolidated Net Leverage Ratio Average Excess Availability as calculated by the US a Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio Average Excess Availability would have resulted in a higher pricing Applicable Rate for such period, the applicable Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any such Borrower under the Bankruptcy Code of the United Statesany Debtor Relief Laws, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections 2.03(c)(iiiSection 2.03(b)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each Borrower’s The Borrowers' obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Parent or for any other reason, the US Borrower Parent or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Parent (in the case of interest on the Term Loan, interest on the Domestic Revolving Loans, Letter of Credit fees and commitment fees on the Domestic Revolving Commitments) and the Borrowers (in the case of interest on the Foreign Revolving Loans and commitment fees on the Foreign Revolving Commitments), shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Parent under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIIIthis Agreement. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for (i) Base Rate Loans based on the Prime Lending Rate and (including Base ii) Eu- rocurrency Rate Loans determined by reference to the Eurocurrency Rate) denominated in Australian Dollars, Canadian Dollars and Pounds Sterling shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interestin- terest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Dutch Borrower or for any other reason, the US Borrower Representative or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the US Borrower Representative as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio such ratio would have resulted in higher pricing interest for such any period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action with any such demand by the Administrative Agent, any Lender or any L/C IssuerAgent being excused), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the applicable L/C Issuer, as the case may be, under Sections 2.03(c)(iiiSection 2.03(d)(iii), 2.03(hSection 2.03(i) or 2.08 (bj), Section 2.08(b) or under Article VIII. Each Borrower’s obligations The Borrowers’ ob- ligations under this paragraph Section 2.10(b) shall survive the termination of the Aggregate Commitments and acceleration of the Loans pursuant to Section 8.02 and the repayment of all other Obligations hereunderafter an acceleration of the Loans pur- suant to Sections 8.02. Except in any case where a demand is excused as provided above, any additional interest under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administra- tive Agent and accordingly, any nonpayment of such interest or fees as result of any such inaccuracy shall not con- stitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurocurrency Rate) Administrative Agent’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Total Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender Agent or any L/C IssuerLender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period by the Borrower over the amount of interest and fees actually paid for such periodperiod by the Borrower. This paragraph shall not limit the rights of the Administrative Agent, Agent or any Lender or any L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (bSection 2.07(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurocurrency Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Holdings or for any other reason, Holdings, the US U.S. Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Holdings as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers U.S. Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the U.S. Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each The U.S. Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for (i) Base Rate Loans based on the Prime Lending Rate and (including Base ii) Eurocurrency Rate Loans determined by reference to the Eurocurrency Rate) or XXXXX Rate Loans denominated in Australian Dollars, Canadian Dollars and Pounds Sterling shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, with respect to XXXXX Rate Loans only, daily accruing amounts of XXXXX Rate interest will not be rounded; instead, the aggregate amount of interest payable will be rounded only once on the relevant Interest Payment Date. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Dutch Borrower or for any other reason, the US Borrower Representative or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the US Borrower Representative as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio such ratio would have resulted in higher pricing interest for such any period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action with any such demand by the Administrative Agent, any Lender or any L/C IssuerAgent being excused), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the applicable L/C Issuer, as the case may be, under Sections 2.03(c)(iiiSection 2.03(d)(iii), 2.03(hSection 2.03(i) or 2.08 (bj), Section 2.08(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph Section 2.10(b) shall survive the termination of the Aggregate Commitments and acceleration of the Loans pursuant to Section 8.02 and the repayment of all other Obligations hereunderafter an acceleration of the Loans pursuant to Sections 8.02. Except in any case where a demand is excused as provided above, any additional interest under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) ), Canadian Prime Rate Loans and Eurocurrency Rate Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, at any time prior to the termination of the Commitments of all of the Lenders and the repayment of all other Obligations hereunder (other than contingent indemnification obligations as to which no claim has been asserted), as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Rent-Adjusted Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Rent-Adjusted Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersLenders, as the case may be, promptly on demand within three Business Days after notice by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender Agent or any L/C IssuerLender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. During such three Business Day period and thereafter, if the preceding sentence is complied with, the failure to previously pay such shortfall in interest and fees and the delivery of such inaccurate certificate shall not in and of themselves constitute a Default or Event of Default and no amounts shall be payable at the Default Rate in respect of any such interest or fees. This paragraph shall not limit the rights of the Administrative Agent, any Lender Agent or any L/C Issuer, as the case may beLender, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (bSection 2.08(b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and in the case of an Event of Default under Section 6.01(f) or (g) but shall otherwise terminate upon the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Term SOFR), and for Alternative Currency Term Rate Loans (x) denominated in Sterling and/or (y) determined by reference to the CDOR Rate) , and for Canadian Swing Line Loans determined by reference to the Canadian Prime Rate, shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reasonCompany, the US Borrower Company or the Lenders (acting reasonably) determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIII. Each Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.78 13608890v113608890v4

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Sterling as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.10(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender Agent or any L/C IssuerLender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender Agent or any L/C IssuerLender, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (bSection 2.06(b) or under Article VIII. Each Borrower’s The obligations of the Borrowers under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder until the first anniversary of such termination and repayment. (c) Each determination by the Administrative Agent of an interest rate or fee payable by the Borrowers hereunder, in the absence of manifest error, shall be conclusive and binding upon all parties hereto.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.08(b) or under Article VIII. Each The Borrower’s 's obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day 365‑day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies if market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United StatesStates or other applicable Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender Agent or any L/C IssuerLender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender Agent or any L/C IssuerLender, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Commitments all commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of fees, interest for Base Rate Loans (including Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans when the Base Rate, Canadian Base Rate and/or Canadian Prime Rate is determined by reference to the Eurocurrency Rate) Bank of America’s or Bank or America-Canada Branch’s, as applicable, “prime rate” or “base rate”, and BA Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. For the purposes of the Interest Act (Canada), (i) whenever any interest or fees under this Agreement or any other Loan Document is calculated using a rate based on a year of 360 days, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends, and (z) divided by 360, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement, and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Specified U.S. Borrower or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Average Excess Availability Percentage or the Consolidated Net Total Leverage Ratio Ratio, in either case as calculated by the US a Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Average Excess Availability Percentage or the Consolidated Net Total Leverage Ratio would have resulted in a higher pricing Applicable Rate for such period, the applicable Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any such Borrower under the Bankruptcy Code of the United Statesany Debtor Relief Laws, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections 2.03(c)(iiiSection 2.03(b)(iii), 2.03(h) or 2.08 (b2.08(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIIIthis Agreement. Each Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of of, or other adjustment to to, the financial statements of the US Borrower or Company or, for any other reasonreason (in such case, upon notice by the Administrative Agent to the Company), the US Borrower Company or the Lenders determine that (i) the Consolidated Net Senior Secured Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Senior Secured Leverage Ratio would have resulted in higher pricing for such period, the Borrowers each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C IssuersIssuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections 2.03(c)(iiiSection 2.03(d)(iii), 2.03(h2.09(b) or 2.08 (b2.08(b) or under Article VIII. Each BorrowerThe Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. (c) If, as a result of any restatement of, or other adjustment to, the financial statements of the Company or, for any other reason (in such case, upon notice by the Company to the Administrative Agent), the Company or the Lenders determine that (i) the Consolidated Senior Secured Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Senior Secured Leverage Ratio would have resulted in lower pricing for such period, the Administrative Agent shall use commercially reasonable efforts to request that the Lenders (or such Persons that were Lenders at the time such overpayment was made) pay to the Administrative Agent for the account of the applicable Borrower an amount equal to the excess of the amount of interest and fees that was actually paid for such period over the amount of interest and fees that should have been paid for such period. The Administrative Agent’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Fixed LIBOR Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day 365‑day year), or, in the case of interest in respect of Loans denominated in Canadian currencies other than Dollars shall be made on as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Borrowers or for any other reason, the US Borrower Borrowers or the Lenders determine that (i) the Consolidated Net Total Leverage Ratio as calculated by the US Borrower Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h) or 2.08 (b) 2.03(j), 2.08(b), 2.09 or under Article VIIIIX. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day 365‑day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies if market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, ; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United StatesStates or other applicable Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender Agent or any L/C IssuerLender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender Agent or any L/C IssuerLender, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Commitments all commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for (i) Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurocurrency RateAdministrative Agent’s or the Canadian Lender’s “prime rate” and (ii) BA Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent or the Canadian Lender, as applicable, of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. (c) If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower Company or for any other reason, the US Borrower Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may beLenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any the L/C Issuer, as the case may be, under Sections Section 2.03(c)(iii), 2.03(h2.03(i) or 2.08 (b2.09(b) or under Article VIIIIX. Each BorrowerThe Company’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to Bank of America’s prime rate (or Bank of America, N.A. Canada Branch’s prime rate in the Eurocurrency Ratecase of Canadian Dollar Swing Line Loans) shall be made on the basis of a year of 365 or 366 days, as applicable, as the case may be, and actual days elapsed. All Except with respect to Alternative Daily Rate Loans and Alternative Term Rate Loans, all other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365365- or 366-day year), or, in the case of interest in respect of Revolving Loans denominated in Canadian Dollars shall be made on Alternative Currencies as to which market practice differs from the basis of a year of 365 days and actual days elapsedforegoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as All computations of interest for Alternative Daily Rate Loans and Alternative Term Rate Loans shall be made on the basis of a result year of any restatement of 365 or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers366 days, as the case may be, promptly and actual days elapsed, or, in the case of interest in respect of Alternative Currency Loans as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on demand each Alternative Daily Rate Loan and Alternative Term Rate Loan for the day on which such Loan is made, and shall not accrue on any Alternative Daily Rate Loans or Alternative Term Rate Loans, or any portion thereof, for the day on which such Loans or such portion is paid, provided that any Alternative Daily Rate Loan and Alternative Term Rate Loan that is repaid on the same day on which it is made shall, subject to the terms of this Agreement, bear interest for one day. Each determination by the Administrative Agent (or, after the occurrence of an actual interest rate or deemed entry of an order fee hereunder shall be conclusive and binding for relief with respect to either Borrower under all purposes, absent manifest error. (c) For the Bankruptcy Code purpose of the United StatesInterest Act (Canada), automatically and without further action (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the Administrative Agentactual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, any Lender or any L/C Issuer), an amount equal to (ii) the excess principle of the amount deemed reinvestment of interest shall not apply to any interest calculation hereunder and fees that should have been paid for such period over (iii) the amount rates of interest stipulated herein are intended to be nominal rates and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender effective rates or any L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.08 (b) or under Article VIII. Each Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunderyields.