Common use of Interest and Acceptance Fees Clause in Contracts

Interest and Acceptance Fees. (a) Each Prime Rate Loan shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Prime Rate plus the Applicable Margin. Each Base Rate Loan shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Base Rate plus the Applicable Margin. Each B/A Loan shall bear interest (computed in advance on the basis of the actual number of days in the relevant Contract Period) over a year of 365 days or 366 days (as the case may be) at the Discount Rate plus the Applicable Margin. Each Eurodollar Loan shall bear interest (computed in arrears on the basis of the actual number of days in the relevant Interest Period over a year of 360 days) at the Eurodollar Rate for the Interest Period in effect for such Eurodollar Loan plus the Applicable Margin. (b) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable to such Loan. (c) Accrued interest on each Loan (other than B/A Loans) shall be payable in arrears on each Interest Payment Date and, in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest on each B/A Loan shall be payable in advance on the first day of the Contract Period applicable thereto. (d) All interest hereunder shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Prime Rate, Base Rate, Eurodollar Rate or Discount Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (e) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. (f) If any provision of this Agreement would oblige the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (i) first, by reducing the amount or rate of interest required to be paid to the affected Lender under this Section 2.3; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of Section 347 of the Criminal Code (Canada).

Interest and Acceptance Fees. (a) Each The Loans comprising each Canadian Prime Rate Loan Borrowing shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Canadian Prime Rate plus the Applicable Marginfrom time to time in effect. Each The Loans comprising each Base Rate Loan Borrowing shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Base Rate plus the Applicable Marginfrom time to time in effect. Each B/A Loan The Loans comprising each LIBO Rate Borrowing shall bear interest (computed in advance on the basis of the actual number of days in the relevant Contract Period) over a year of 365 days or 366 days (as the case may be) at the Discount Rate plus the Applicable Margin. Each Eurodollar Loan shall bear interest (computed in arrears on the basis of the actual number of days in the relevant Interest Period over a year of 360 days) at the Eurodollar LIBO Rate for the Interest Period in effect for such Eurodollar Loan LIBO Rate Borrowing plus the Applicable Margin. The Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) at a rate per annum equal to the Alternate Base Rate from time to time in effect; provided that, to the extent that clause (ii) of the definition of Alternate Base Rate contemplates that the Alternate Base Rate shall be determined by reference to the Federal Funds Effective Rate, any such determination shall be made on the basis of the actual number of days elapsed over a year of 360 days. (b) The Loans comprising each B/A Borrowing shall be subject to the Acceptance Fee which shall be payable as set out in Section 2.11. (c) Notwithstanding the foregoing, if any principal amount of or interest on any Loan or any fee principal, interest, fees or other amount amounts payable by the either Borrower hereunder is shall not be paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan, or (ii) in the case of any amount not constituting principal of a Loan, at a rate equal to 2% plus the rate otherwise applicable to, in the case of Canadian Dollar amounts, Canadian Prime Loans, or in the case of U.S. Dollar amounts, Base Rate Loans (in respect of amounts owing under the Canadian Revolving Credit) or ABR Loans (in respect of amounts owing under the U.S. Revolving Credit). (cd) Accrued interest on each Loan (other than B/A LoansBorrowings) shall be payable in arrears on (i) each applicable Interest Payment Date andDate, and (ii) in the case of Revolving Loans, upon termination of the applicable Revolving Credit Commitments; provided that interest accrued under paragraph (c) above shall be payable on demand. In addition, in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest on each B/A Loan shall be payable in advance on the first day of the Contract Period applicable thereto. (de) All interest hereunder shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Any Loan that is repaid on the same day on which it is made shall bear interest for one day. The applicable Canadian Prime Rate, Base Rate, Eurodollar LIBO Rate or Discount Rate shall be determined by the applicable Administrative Agent, and such determination shall be conclusive absent manifest error. (ef) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-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 360360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. (fg) If any provision of this Agreement would oblige the a Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (i) first, by reducing the amount or rate of interest or the amount or rate of any Acceptance Fee required to be paid to the affected Lender under this Section 2.32.5; and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of Section section 347 of the Criminal Code (Canada).

Interest and Acceptance Fees. (a) Each The Loans comprising each Prime Rate Loan Borrowing shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Prime Rate from time to time in effect plus the Applicable Margin. Each The Loans comprising each Base Rate Loan Borrowing shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Base Rate from time to time in effect plus the Applicable Margin. Each B/A Loan The Loans comprising each LIBO Rate Borrowing shall bear interest (computed in advance on the basis of the actual number of days in the relevant Contract Period) over a year of 365 days or 366 days (as the case may be) at the Discount Rate plus the Applicable Margin. Each Eurodollar Loan shall bear interest (computed in arrears on the basis of the actual number of days in the relevant Interest Period over a year of 360 days) at the Eurodollar LIBO Rate for the Interest Period in effect for such Eurodollar Loan LIBO Rate Borrowing plus the Applicable Margin. (b) The Loans comprising each B/A Borrowing shall be subject to the Acceptance Fee which shall be payable as set out in Section 2.11. (c) Notwithstanding the foregoing, (i) if any amount of principal, interest, fees or other amounts payable by the Borrower hereunder shall not be paid when due, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (A) in the case of overdue principal and interest of any Loan, 2% plus the rate otherwise applicable to such Loan, or (B) in the case of any amount not constituting principal of or interest on any Loan or any fee or a Loan, at a rate equal to 2% plus the rate otherwise applicable to Prime Loans; and (ii) if an Event of Default has occurred that is continuing other amount than an Event of Default covered in subparagraph (i) above, then, at the request of the Required Lenders, all amounts due and payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable to such LoanPrime Loans for so long as the Event of Default is continuing. (cd) Accrued interest on each Loan (other than B/A LoansBorrowings) shall be payable in arrears on (i) each applicable Interest Payment Date andDate, and (ii) in the case of Revolving Loans, upon termination of the applicable Revolving Credit Commitments; provided that interest accrued under paragraph (c) above shall be payable on demand. In addition, in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest on each B/A Loan shall be payable in advance on the first day of the Contract Period applicable thereto. (de) All interest hereunder shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Any Loan that is repaid on the same day on which it is made shall bear interest for one day. The applicable Prime Rate, Base Rate, Eurodollar LIBO Rate or Discount Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (ef) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-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 360360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. (fg) If any provision of this Agreement would oblige the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (i) first, by reducing the amount or rate of interest or the amount or rate of any Acceptance Fee required to be paid to the affected Lender under this Section 2.32.5; and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of Section section 347 of the Criminal Code (Canada).

Interest and Acceptance Fees. (a) Each The Loans comprising each Prime Rate Loan Borrowing shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Prime Rate from time to time in effect plus the Applicable Margin. Each The Loans comprising each Base Rate Loan Borrowing shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Base Rate from time to time in effect plus the Applicable Margin. Each B/A Loan The Loans comprising each LIBO Rate Borrowing and Euro Rate Borrowing shall bear interest (computed in advance on the basis of the actual number of days in the relevant Contract Period) over a year of 365 days or 366 days (as the case may be) at the Discount Rate plus the Applicable Margin. Each Eurodollar Loan shall bear interest (computed in arrears on the basis of the actual number of days in the relevant Interest Period over a year of 360 days) at the Eurodollar LIBO Rate (in the case of any LIBO Rate Borrowing) or Adjusted LIBO Rate (in the case of any Euro Rate Borrowing) for the Interest Period in effect for such Eurodollar Loan LIBO Rate Borrowing or Euro Rate Borrowing plus the Applicable Margin. (b) The Loans comprising each B/A Borrowing shall be subject to the Acceptance Fee which shall be payable as set out in Section 2.11. (c) Notwithstanding the foregoing, (i) if any amount of principal, interest, fees or other amounts payable by any Borrower hereunder shall not be paid when due, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (A) in the case of overdue principal and interest of any Loan, 2% plus the rate otherwise applicable to such Loan, or (B) in the case of any amount not constituting principal of or interest on any Loan or any fee or a Loan, at a rate equal to 2% plus the rate otherwise applicable to Prime Loans; and (ii) if an Event of Default has occurred that is continuing other amount than an Event of Default covered in subparagraph (i) above, then, at the request of the Required Lenders, all amounts due and payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable to such LoanPrime Loans for so long as the Event of Default is continuing. (cd) Accrued interest on each Loan (other than B/A LoansBorrowings) shall be payable in arrears on (i) each applicable Interest Payment Date andDate, and (ii) in the case of Revolving Loans, upon termination of the applicable Revolving Credit Commitments; provided that interest accrued under paragraph (c) above shall be payable on demand. In addition, in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest on each B/A Loan shall be payable in advance on the first day of the Contract Period applicable thereto. (de) All interest hereunder shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Any Loan that is repaid on the same day on which it is made shall bear interest for one day. The applicable Prime Rate, Base Rate, Eurodollar LIBO Rate, Adjusted LIBO Rate or Discount Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (ef) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-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 360360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. (fg) If any provision of this Agreement would oblige the a Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (i) first, by reducing the amount or rate of interest or the amount or rate of any Acceptance Fee required to be paid to the affected Lender under this Section 2.32.5; and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of Section section 347 of the Criminal Code (Canada).

Interest and Acceptance Fees. (a) Each Prime Rate Loan shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Prime Rate plus the Applicable Margin. Each Base Rate Loan shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Base Rate plus the Applicable Margin. Each B/A Loan shall bear interest (computed in advance on the basis of the actual number of days in the relevant Contract Period) over a year of 365 days or 366 days (as the case may be) at the Discount Rate plus the Applicable Margin. Each Eurodollar Loan shall bear interest (computed in arrears on the basis of the actual number of days in the relevant Interest Period over a year of 360 days) at the Eurodollar Rate for the Interest Period in effect for such Eurodollar Loan plus the Applicable Margin. (b) The Loans comprising each B/A Borrowing shall be subject to an Acceptance Fee payable on the first day of the Contract Period applicable thereto. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable to such Loan. (cd) Accrued interest on each Loan (other than B/A LoansBorrowings) shall be payable in arrears on each Interest Payment Date and, in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest on each B/A Loan shall be payable in advance on the first day of the Contract Period applicable thereto. (de) All interest hereunder shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Prime Rate, Base Rate, Eurodollar Rate or Discount Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (ef) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. (fg) If any provision of this Agreement would oblige the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (i) first, by reducing the amount or rate of interest or the amount or rate of any Acceptance Fee required to be paid to the affected Lender under this Section 2.3; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of Section 347 of the Criminal Code (Canada).

Interest and Acceptance Fees. (a) Each Prime Rate Loan shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Prime Rate plus the Applicable Margin. Each Base Rate Loan shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Base Rate plus the Applicable Margin. Each B/A Loan shall bear interest (computed in advance on the basis of the actual number of days in the relevant Contract Period) over a year of 365 days or 366 days (as the case may be) at the Discount Rate plus the Applicable Margin. Each Eurodollar Loan shall bear interest (computed in arrears on the basis of the actual number of days in the relevant Interest Period over a year of 360 days) at the Eurodollar Rate for the Interest Period in effect for such Eurodollar Loan plus the Applicable Margin. (b) The Loans comprising each B/A Borrowing shall be subject to an Acceptance Fee payable on the first day of the Contract Period applicable thereto. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable to such Loan. If any interest on any U.S.$ Loan or any fee or other amount payable by the Borrower hereunder in U.S. Dollars is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable to Base Rate Loans. If any interest on any Cdn.$ Loan or any fee or other amount payable by the Borrower hereunder in Canadian Dollars is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable to Prime Rate Loans. (cd) Accrued interest on each Loan (other than B/A LoansBorrowings) shall be payable in arrears on each Interest Payment Date and, in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest on each B/A Loan shall be payable in advance on the first day of the Contract Period applicable thereto. (de) All interest hereunder shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Prime Rate, Base Rate, Eurodollar Rate or Discount Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (ef) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. (fg) If any provision of this Agreement would oblige the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law Law or would result in a receipt by that Lender of “"interest” " at a “"criminal rate” " (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “"interest” " at a “"criminal rate”", such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (i) first, by reducing the amount or rate of interest or the amount or rate of any Acceptance Fee required to be paid to the affected Lender under this Section 2.3; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of Section 347 of the Criminal Code (Canada).

Interest and Acceptance Fees. (a) Each The Loans comprising each Canadian Prime Rate Loan Borrowing shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Canadian Prime Rate plus the Applicable MarginMargin from time to time in effect. Each The Loans comprising each U.S. Base Rate Loan Borrowing shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the U.S. Base Rate plus the Applicable MarginMargin from time to time in effect. Each B/A Loan The Loans comprising each SOFR Borrowing shall bear interest (computed in advance on the basis of the actual number of days in the relevant Contract Period) over a year of 365 days or 366 days (as the case may be) at the Discount Rate plus the Applicable Margin. Each Eurodollar Loan shall bear interest (computed in arrears on the basis of the actual number of days in the relevant Interest Period over a year of 360 days) at the Eurodollar Rate Adjusted Term SOFR for the Interest Period in effect for such Eurodollar Loan SOFR Borrowing plus the Applicable Margin. (b) The Loans comprising each B/A Borrowing shall be subject to an Acceptance Fee (computed on the basis of the actual number of days in the relevant Contract Period over a year of 365 days) calculated and payable at a rate per annum equal to the Applicable Margin from time to time in effect. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, taking into account any grace period in Article 7, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 21% above the rate otherwise applicable to such Loan or, in the case of any amount not constituting principal or interest on a Loan (but except as otherwise provided in Section 2.16(e)), at a rate equal to 1% plus the rate otherwise applicable to such Loanto, in the case of Canadian Dollar amounts, Canadian Prime Loans, or in the case of U.S. Dollar amounts, U.S. Base Rate Loans. (cd) Accrued interest on each Loan Borrowing (other than B/A LoansBorrowings) shall be payable in arrears on each Interest Payment Date andand upon termination of the Commitments, and in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest on each B/A Loan shall be payable in advance on the first day of the Contract Period applicable thereto. (de) All interest hereunder shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Any Loan that is repaid on the same day on which it is made shall bear interest for one day. The applicable Canadian Prime Rate, U.S. Base Rate, Eurodollar Rate Adjusted Term SOFR or Discount Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (ef) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is less than a 360-day calendar 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 360360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. (f) . If any provision of this Agreement would oblige the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:. (ig) first, The Administrative Agent agrees that if requested in writing by reducing the amount or Borrower it shall calculate the nominal and effective per annum rate of interest required to be paid on any Borrowing outstanding at any time and provide such information to the affected Lender Borrower promptly following such request, provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrower or any other Guarantor of any of its obligations under this Section 2.3; and (ii) thereafterAgreement or any other Financing Document, by reducing nor result in any fees, commissions, premiums and other amounts required to be paid liability to the affected Lender which would constitute interest for purposes of Section 347 of the Criminal Code Administrative Agent or any Lender. THE BORROWER HEREBY IRREVOCABLY AGREES NOT TO PLEAD OR ASSERT, WHETHER BY WAY OF DEFENCE OR OTHERWISE, IN ANY PROCEEDING RELATING TO THE FINANCING DOCUMENTS, THAT THE INTEREST PAYABLE UNDER THE FINANCING DOCUMENTS AND THE CALCULATION THEREOF HAS NOT BEEN ADEQUATELY DISCLOSED TO THE BORROWER OR ANY GUARANTOR, WHETHER PURSUANT TO SECTION 4 OF THE INTEREST ACT (Canada)CANADA) OR ANY OTHER APPLICABLE LAW OR LEGAL PRINCIPLE.

Interest and Acceptance Fees. (a) Each Prime Rate Loan shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Prime Rate plus the Applicable Margin. Each Base Rate Loan shall bear interest (computed in arrears on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Base Rate plus the Applicable Margin. Each B/A Loan shall bear interest (computed in advance on the basis of the actual number of days in the relevant Contract Period) over a year of 365 days or 366 days (as the case may be) at the Discount Rate plus the Applicable Margin. Each Eurodollar Loan shall bear interest (computed in arrears on the basis of the actual number of days in the relevant Interest Period over a year of 360 days) at the Eurodollar Rate for the Interest Period in effect for such Eurodollar Loan plus the Applicable Margin. (b) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable to such Loan. If any interest on any U.S.$ Loan or any fee or other amount payable by the Borrower hereunder in U.S. Dollars is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable to Base Rate Loans. If any interest on any Cdn.$ Loan or any fee or other amount payable by the Borrower hereunder in Canadian Dollars is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable to Prime Rate Loans. (c) Accrued interest on each Loan (other than B/A Loans) shall be payable in arrears on each Interest Payment Date and, in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest on each B/A Loan shall be payable in advance on the first day of the Contract Period applicable thereto. (d) All interest hereunder shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Prime Rate, Base Rate, Eurodollar Rate or Discount Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (e) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. (f) If any provision of this Agreement would oblige the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law Law or would result in a receipt by that Lender of “"interest” " at a “"criminal rate” " (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “"interest” " at a “"criminal rate”", such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (i) first, by reducing the amount or rate of interest required to be paid to the affected Lender under this Section 2.3; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of Section 347 of the Criminal Code (Canada).