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 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(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 Company or for any other reason, the Company or the Lenders determine that (i) the Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, 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 any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief Law, automatically and without further action by the Administrative Agent or any Lender), 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 or any Lender, as the case may be, under Article VIII. Each Borrower’s obligations under this paragraph shall survive the termination of all commitments and the repayment of all 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 Eurodollar 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 365-365- day year), or, in the case of interest in respect of Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(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 Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Leverage Debt to Capital Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Debt to Capital Ratio would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on (within 3 Business Days) after receipt of a written demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe 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 Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(f), 2.03(j) or 2.08(b) or under Article VIII. Each Borrower’s obligations under this paragraph shall survive the termination of all commitments and the repayment of all 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 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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 Company Parent or for any other reason, the Company Parent or the Lenders (after consultation with the Parent and with calculations supporting such determination) determine that (i) the Consolidated Leverage Ratio as calculated by the Company Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, each Borrower the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, 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 any a Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe 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 Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIIIIX. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of all commitments 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 when the Base Rate is determined by 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 Term Revolving Credit Loans denominated in Sterling if Euros as to which market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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.. Colfax Credit Agreement 10/19/2011xxxx://xxx.xxx.xxx/Archives/xxxxx/data/1420800/000119312508113306/dex101.htm (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company US Borrower or for any other reason, the Company US Borrower or the Lenders determine that (i) the Total Leverage Ratio as calculated by the Company US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, each such Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, 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 any either Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe 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 Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of all commitments 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 when the Base Rate is determined by 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(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. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, Lender 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 any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent or any Lender), 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 or Lender under any Lender, as the case may be, under Article VIIIother provision of this Agreement. Each The Borrower’s obligations under this paragraph shall survive the termination of all commitments the Revolving Commitment 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 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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 Company Borrower or for any other reason, the Company Borrower or the Lenders (in consultation with the Borrower) determine that (i) the Consolidated Total Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Leverage Ratio would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, 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 any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe 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 Notwithstanding the foregoing, the Borrower shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Article VIII. Each Borrower’s obligations only be obligated to make payments under this paragraph shall survive the termination Section 2.10(b) upon demand therefor, and failure to make any such payment on account of all commitments and the repayment lack of all Obligations hereunder.demand shall, for the

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans when the Base Rate is determined by 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 Term Loans denominated in Sterling if Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.15(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 Company Parent or for any other reason, the Company or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such any period, each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, 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 any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid by such Borrower for such period over less the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.11(b) or under Article VIII. Each Borrower’s obligations under this paragraph shall survive the termination of all commitments and the repayment of all 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 Eurodollar Rate) 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 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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 Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Total Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, 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 any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe 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 Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIIIIX. Each The Borrower’s obligations under this paragraph shall survive the termination of the Commitments of all commitments 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 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, in the case of interest in respect of Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 Term Loan that is repaid on the same day on which it is made shall, subject to Section 2.09(a2.10(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 Company Borrower or for any other reason, the Company Borrower or the Lenders Administrative Agent reasonably determine that (i) the Consolidated Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, 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 any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent or any Lender), 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 or any Lender, as the case may be, under Section 2.06(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of all commitments the 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 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 Term Loans denominated in Sterling if Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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 Company Holdings or for any other reason, the Company Borrowers or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company Holdings as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, each Borrower the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, 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 any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe 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 Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 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 all commitments and the repayment of all 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 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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 Company Borrower or for any other reason, the Company Borrower or the Lenders (in consultation with the Borrower) determine that (i) the Consolidated Total Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Leverage Ratio would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, 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 any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe 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. Notwithstanding the foregoing, the Borrower shall only be obligated to make payments under this Section 2.10(b) upon demand therefor, and failure to make any such payment on account of lack of demand shall, for the avoidance of doubt, not result in a Default or Event of Default hereunder. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Article VIII. Each Borrower’s obligations under this paragraph shall survive the termination of all commitments and the repayment of all Obligations hereunder.Section 2.03(c)(iii), 2.03(h) or 2.08(b)

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans and Swing Line Loans, when the Base Rate is determined by 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Term Loan and each Swing Line Loan for the day on which the Term Loan or Swing Line Loan is made, and shall not accrue on a Term Loan or Swing Line Loan, or any portion thereof, for the day on which the Term Loan or Swing Line Loan or such portion is paid, ; provided that any Loan or Swing Line Loan that is repaid on the same day on which it is made shall, subject to Section 2.09(a2.12(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 consolidated financial statements of the Company Parent or for any other reason, the Company Borrowers or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, each the applicable Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, 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 any such Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid by such Borrower for such period over the amount of interest and fees actually paid by such Borrower for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. Each Borrower’s obligations under this paragraph shall survive the termination of all commitments 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 Eurodollar Rate) and for 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(a), bear interest for one day. Each determination by the Administrative applicable Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.. CREDIT AGREEMENT PRA GROUP, INC. CHAR1\1811758v6 (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company PRA or for any other reason, the Company PRA or the Lenders reasonably determine that (i) the Consolidated Senior Secured Leverage Ratio as calculated by the Company PRA as of any applicable date after the date hereof was inaccurate and (ii) a proper calculation of the Consolidated Senior Secured Leverage Ratio would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, Lenders 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 any Borrower PRA under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent or any Lender), 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, the Canadian Administrative Agent or any Lender, as the case may be, under Article VIIIany provision of this Agreement to payment of any Obligations hereunder at the Default Rate. Each BorrowerPRA’s obligations under this paragraph shall survive the termination of all commitments 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 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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 Company Parent or for any other reason, the Company Parent or the Lenders (after consultation with the Parent and with calculations supporting such determination) determine that (i) the Consolidated Leverage Ratio as calculated by the Company Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, each Borrower the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, 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 any a Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe 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 Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIIIIX. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of all commitments the 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 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 provided, that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.09(a2.12(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 Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Total Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, 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 any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe 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 Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or (i) or 2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of all commitments 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 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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 Company Co-Borrowers or for any other reason, the Company Co-Borrowers or the Lenders determine that (i) the Consolidated Total Leverage Ratio as calculated by the Company Co-Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Leverage Ratio would have resulted in higher pricing for such period, each Borrower the Co-Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, 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 any Borrower the Co-Borrowers under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe 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. Conversely, if, as a result of any such restatement or other adjustment which is made and delivered to the Agent within sixty (60) days of the date said financial statements were originally delivered to the Agent, a proper calculation of Consolidated Total Leverage Ratio would have resulted in lower pricing for such period, the Co-Borrowers shall be entitled to a prompt refund of the amount of the overpayment of interest and fees for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIIIVIII or elsewhere under this Agreement. Each Borrower’s The Co-Borrowers’ obligations under this paragraph shall survive the termination of all commitments 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 determined by reference to the 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 Term A-2 Loans denominated in Sterling if Euros as to which market practice differs from the foregoing, in accordance with such market practice. 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, provided that that, any Loan that is repaid on the same day on which it is made shall, subject to Section 2.09(a2.12(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 Company or for any other reason, the Company or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the 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, each Borrower the Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, Lenders 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 any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent or any Lender), 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 or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. Each BorrowerThe Company’s obligations under this paragraph Section 2.10(b) shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunderhereunder for a period of thirty (30) days after the date of the public filing of the Company’s annual audited financial statements 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 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 (including any fees payable pursuant to the Fee Letter and any Lender Fee Letter) 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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 Company Borrower or for any other reason, the Company Borrower or the Lenders determine at any time prior to the Maturity Date that (i) the Consolidated Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, 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 any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe 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 Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive until the termination of all commitments and the repayment of all Obligations hereunderMaturity 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 Eurodollar 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 interest, including those with respect to Daily SOFR Loans, 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(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 Company Parent, or for any other reason, the Company or the Lenders determine that (i) the Leverage Ratio ratio of Total Indebtedness to Total Asset Value as calculated by the Company Loan Parties as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio Total Indebtedness to Total Asset Value would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the 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 the Parent or any Borrower other Loan Party under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/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 Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.04(c)(iii), 2.04(h), 2.09(b) or 2.09(c) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the payment in full of the Obligations and the termination of all commitments and the repayment of all Obligations hereunderthis Agreement.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans determined by reference to the 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 Term Loans denominated in Sterling if Alternative Currency as to which market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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 Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the Company 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, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, Lenders 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 any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent or any Lender), 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 or any Lender, as the case may be, under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunderhereunder for a period of thirty (30) days after the date of the public filing of the Borrower’s annual audited financial statements 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 based on the 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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 Company Parent or for any other reason, the Company Parent or the Required Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders (or former Lenders), 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 any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent or any Lender), 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 or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitment 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 based on clause (b) of the definition of “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 Term Loans denominated in Sterling if Alternative Currencies (other than RMB) as to which generally accepted market practice differs from the foregoing, in accordance with such generally accepted market practice. 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 2.09(a2.12(a), bear interest for one day. Each determination by the Administrative Applicable Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. The Applicable Agent shall, at the request of the Borrower Representative, deliver to the Borrower Representative a statement showing the quotations used by the Applicable Agent in determining any interest rate hereunder. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Holdings or for any other reason, the Company Parent Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Company Parent Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio such ratio would have resulted in higher pricing interest and/or fees for such any period, each Borrower the applicable Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the applicable L/C Issuer, 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 any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action with any such demand by the Administrative Agent or any Lenderbeing 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 clause shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe applicable L/C Issuer, as the case may be, under Article VIIISection 2.03(d)(iii), Section 2.03(h) or (i). Each Borrower’s obligations Except in any case where a demand is excused as provided above, any additional interest and fees under this paragraph Section 2.10(b) shall survive not be due and payable until a demand is made for such payment by the termination Administrative Agent and accordingly, any nonpayment of all commitments such interest and 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 repayment Default Rate, in each case at any time prior to the date that is five Business Days following such demand. (c) For purposes of all Obligations hereunderthe Interest Act (Canada), (i) whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by 360 or 365, as the case may be, (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.

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 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 Bank of America/BJ’s Restaurants, Inc./Amended and Restated Credit Agreement (9-3-14.3) 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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 Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Total Lease Adjusted Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Lease Adjusted Leverage Ratio would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders 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 any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/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 Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of all commitments 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 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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 Company Borrower or for any other reason, the Company Borrower or the Lenders (in consultation with the Borrower) determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company 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, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, 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 any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe 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. Notwithstanding the foregoing, the Borrower shall only be obligated to make payments under this Section 2.10(b) upon demand therefor, and failure to make any such payment on account of lack of demand shall, for the avoidance of doubt, not result in a Default or Event of Default hereunder. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIIIIX. Each The Borrower’s obligations under this paragraph shall survive the termination of all commitments 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 when the Base Rate is determined by 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 computation of interest for BBSY Loans shall be made on the basis of a 365-day year 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(a), bear interest for one day. Each determination by the Administrative applicable 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 prior-period adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, each Borrower shall immediately and retroactively be obligated to pay to the Administrative applicable Agent for the account of the applicable Lenders, promptly on demand by the Administrative such Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent either Agent, any Lender or any Lendereither 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 either Agent, any Lender or any Lendereither L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. Each Borrower’s The Borrowers’ obligations under this paragraph shall survive the termination of all commitments 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 and other Obligations that bear interest at the Base Rate when, in any such case, the Base Rate is determined by 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(a), bear interest for one day. Each determination by the Administrative Paying 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 Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Paying Agent for the account of the applicable Lenders, promptly on demand by the Administrative Paying Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Paying Agent or any Lender, Swing Line Lender or 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 Paying Agent, or any Lender, Swing Line Lender or L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. Each The Borrower’s obligations under this paragraph shall survive the termination of all commitments 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 Eurodollar Rate) 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 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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 Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, 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 any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawCode, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe 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 Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Article VIII. Each Borrower’s obligations under this paragraph shall survive the termination of all commitments and the repayment of all Obligations hereunder.Section 2.03(c)(iii), 2.03(h) or 2.08(b)

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 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 Term Loans denominated in Sterling if market practice differs from the foregoing, in accordance with such market practice. 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 2.09(a2.12(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 Company Borrower or for any other reason, the Company Borrower or the Lenders (in consultation with the Borrower) determine that (i) the Consolidated Total Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Leverage Ratio would have resulted in higher pricing for such period, each the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, 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 any the Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe 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. Notwithstanding the foregoing, the Borrower shall only be obligated to make payments under this Section 2.10(b) upon demand therefor, and failure to make any such payment on account of lack of demand shall, for the avoidance of doubt, not result in a Default or Event of Default hereunder. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIIIIX. Each The Borrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.