Common use of Interest and Applicable Margin Clause in Contracts

Interest and Applicable Margin. (a) The Borrower shall pay accrued interest on the Loan to the Lender in accordance with Section 2.5(a) based on the Applicable Interest Rate. Adjustments to the Applicable Interest Rate in connection with changes in the LIBOR Rate shall be made on the LIBOR Adjustment Date. (b) If any payment on the Loan becomes due and payable on a day other than a Business Day, such payment shall be due on the immediately succeeding Business Day. (c) All computations of fees calculated on a per annum basis and of the Applicable Interest Rate shall be made by the Lender on the basis of a 360 day year for the actual number of days elapsed. Each determination by the Lender of the Applicable Interest Rate and fees hereunder shall be conclusive, absent manifest error. (d) If an Event of Default shall have occurred and be continuing, the Applicable Interest Rate shall be increased by five percent (5%) per annum above the Applicable Interest Rate (the "Default Rate"). Interest at the Default Rate shall automatically accrue from the initial date of such Event of Default until all Events of Default are cured or waived and shall be payable upon demand. Interest at the Default Rate shall be added to the Loan Amount, and shall be deemed secured by the Security Documents and the other Loan Documents. This Section 2.8(d), however, shall not be construed as an agreement or privilege to extend any Payment Date, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default. (e) If any sum payable under this Agreement, the Note or any other Loan Document is not paid on or before the fifth (5th) day after such amount is due, the Borrower shall pay to the Lender upon demand an amount equal to the lesser of five percent (5.0%) of such unpaid sum or, if Section 2.8(f) applies, the maximum amount permitted under such section, to defray the expenses incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment and such amount shall be secured by the Security Documents and the other Loan Documents. (f) Notwithstanding anything to the contrary set forth in this Section 2.8, if the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lender is equal to the total interest which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the date hereof as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.8(a) through (e) above unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the Lender pursuant to the terms hereof exceed the amount which the Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.8(f), a court of competent jurisdiction shall finally determine that the Lender has received interest hereunder in excess of the Maximum Lawful Rate, the Lender shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.10 and thereafter shall refund any excess to the Borrower or as a court of competent jurisdiction may otherwise order.

Interest and Applicable Margin. (a) The Borrower shall pay accrued interest on to Agent, for the Loan to the Lender ratable benefit of Lenders in accordance with Section 2.5(a) based the Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the applicable LIBOR Rate plus the Applicable Interest Rate. Adjustments Margin per annum, or, if required pursuant to Section 1.16(c), at the Applicable Interest interest rate specified herein for Index Rate in connection with changes in the LIBOR Rate shall be made on the LIBOR Adjustment DateLoans. (b) If any payment on the Term Loan becomes due and payable on a day other than a Business Day, such payment the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be due on payable at the immediately succeeding Business Daythen applicable rate during such extension. (c) All computations of fees Fees calculated on a per annum basis and of the Applicable Interest Rate interest shall be made by the Lender Agent on the basis of a 360 360-day year year, in each case for the actual number of days elapsedoccurring in the period for which such interest and Fees are payable. Each determination by the Lender Agent of the Applicable Interest Rate an interest rate and fees Fees hereunder shall be conclusivefinal, binding and conclusive on Borrower, absent manifest error. (d) If an So long as any Default or Event of Default shall have has occurred and be continuingis continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the Applicable Interest Rate interest rates applicable to the Term Loan shall be increased by five percent two percentage points (52%) per annum above the Applicable Interest Rate rate of interest otherwise applicable hereunder (the "“Default Rate"”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall automatically accrue from the initial date of such Default or Event of Default until all Events that Default or Event of Default are is cured or waived and shall be payable upon demand. Interest at the Default Rate shall be added to the Loan Amount, and shall be deemed secured by the Security Documents and the other Loan Documents. This Section 2.8(d), however, shall not be construed as an agreement or privilege to extend any Payment Date, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default. (e) If any sum payable under this Agreement, the Note or any other Loan Document is not paid on or before the fifth (5th) day after such amount is due, the Borrower shall pay to the Lender upon demand an amount equal to the lesser of five percent (5.0%) of such unpaid sum or, if Section 2.8(f) applies, the maximum amount permitted under such section, to defray the expenses incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment and such amount shall be secured by the Security Documents and the other Loan Documents. (f) Notwithstanding anything to the contrary set forth in this Section 2.81.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the "“Maximum Lawful Rate"”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lender is equal to the total interest which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the date hereof as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.8(a1.5(a) through (e) above d), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the any Lender pursuant to the terms hereof exceed the amount which the that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.8(f1.5(e), a court of competent jurisdiction shall finally determine that the a Lender has received interest hereunder in excess of the Maximum Lawful Rate, the Lender Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.10 1.11 and thereafter shall refund any excess to the Borrower or as a court of competent jurisdiction may otherwise order.

Interest and Applicable Margin. (a) The Borrower shall pay accrued interest on the Loan to the Lender Administrative Agent, for the ratable benefit of the Lenders in accordance with Section 2.5(athe Advances made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) for Base Rate Loans, the Base Rate plus the Applicable Base Margin per annum or (ii) for LIBOR Loans, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum, based on the Applicable Interest Rate. Adjustments aggregate amount outstanding from time to the Applicable Interest Rate in connection with changes in the LIBOR Rate shall be made on the LIBOR Adjustment Datetime. (b) If any payment on the Loan becomes due and payable on a day other than a Business Day, such payment the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be due on payable at the immediately succeeding Business Daythen applicable rate during such extension. (c) All computations of fees Fees calculated on a per annum basis and of the Applicable Interest interest on LIBOR Rate Loans shall be made by the Lender Administrative Agent on the basis of a 360 day year and of interest on Base Rate Loans on the basis of a 365/366 day year, in any case, for the actual number of days elapsedoccurring in the period for which such Fees and interest are payable. The Base Rate shall be determined each day based upon the Base Rate as in effect each day. Each determination by the Lender Administrative Agent of the Applicable Interest Rate an interest rate and fees Fees hereunder shall be conclusive, absent manifest error. (d) If As long as an Event of Default shall have occurred and be continuing under Section 9.1 (a) or as long as any other Event of Default shall have occurred and be continuing at the election of the Requisite Lenders confirmed by written notice to the Borrower, the interest rates applicable to the Loan shall be increased by three percent (3%) per annum above the rates of interest otherwise applicable hereunder ("Default Rate"), and all other outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) As long as no Default or Event of Default shall have occurred and be continuing, the Applicable Interest Borrower shall have the option to (i) request that any Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of the outstanding Loan from a Base Rate shall Loan to one or more LIBOR Loans, (iii) convert any LIBOR Loan to a Base Rate Loan, subject to payment of LIBOR funding breakage costs in accordance with Section 7.8(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any LIBOR Loan upon the expiration of the applicable LIBOR Period with the succeeding LIBOR Period of that continued LIBOR Loan commencing on the last day of the LIBOR Period of the LIBOR Loan to be increased continued. Any portion of the Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by five percent 11:00 a.m. (5%New York time) per annum above on the Applicable Interest Rate third (3rd) Business Day prior to (1) the "Default Rate"). Interest date of any proposed Advance which is to bear interest at the Default LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loan to be continued as such or (3) the date on which the Borrower wishes to convert a Base Rate shall automatically accrue from Loan to a LIBOR Loan for a LIBOR Period designated by the initial date Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of such the LIBOR Period with respect thereto (or if an Event of Default until all Events of Default are cured or waived shall have occurred and be continuing), that LIBOR Loan shall be payable upon demand. Interest converted to a Base Rate Loan at the Default Rate shall be added end of its LIBOR Period. The Borrower must make such election by notice to the Loan AmountAdministrative Agent in writing, and shall be deemed secured by telecopy or overnight courier. In the Security Documents and the other Loan Documents. This Section 2.8(d), however, shall not be construed as an agreement or privilege to extend any Payment Date, nor as a waiver case of any other right conversion or remedy accruing continuation, such election must be made pursuant to Lender by reason a written notice (a "Notice of Conversion/Continuation") in the occurrence form of any Event of Default. (e) If any sum payable under this Agreement, the Note or any other Loan Document is not paid on or before the fifth (5th) day after such amount is due, the Borrower shall pay to the Lender upon demand an amount equal to the lesser of five percent (5.0%) of such unpaid sum or, if Section 2.8(f) applies, the maximum amount permitted under such section, to defray the expenses incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment and such amount shall be secured by the Security Documents and the other Loan Documents.Exhibit C. (f) Notwithstanding anything to the contrary set forth in this Section 2.8, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lender Administrative Agent, on behalf of the Lenders, is equal to the total interest which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the date hereof as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.8(a) through (e) above unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the any Lender pursuant to the terms hereof exceed the amount which the such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.8(f), a court of competent jurisdiction shall finally determine that the Lender has received interest hereunder in excess of the Maximum Lawful Rate, the Lender Administrative Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.10 and thereafter shall refund any excess to the Borrower or as a court of competent jurisdiction may otherwise order.

Interest and Applicable Margin. (a) The Borrower shall pay accrued interest on the Loan to the Lender Administrative Agent, for the ratable benefit of the Lenders in accordance with Section 2.5(athe Advances made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) for Base Rate Loans, the Base Rate plus the Applicable Base Margin per annum or (ii) for LIBOR Loans, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum, based on the aggregate amount of Loans outstanding from time to time. The Applicable Interest Rate. Adjustments to Base Margin and Applicable LIBOR Margin will be 3.00% and 4.00% per annum, respectively, as of the Applicable Interest Rate in connection with changes in the LIBOR Rate shall be made on the LIBOR Adjustment Datedate hereof. (b) If any payment on the Loan becomes due and payable on a day other than a Business Day, such payment the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be due on payable at the immediately succeeding Business Daythen applicable rate during such extension. (c) All computations of fees Fees calculated on a per annum basis and of the Applicable Interest Rate interest shall be made by the Lender Administrative Agent on the basis of a 360 three hundred sixty (360) day year year, in each case for the actual number of days elapsedoccurring in the period for which such interest and Fees are payable. The Base Rate shall be determined each day based upon the Base Rate as in effect each day. Each determination by the Lender Administrative Agent of the Applicable Interest Rate an interest rate and fees Fees hereunder shall be conclusive, absent manifest error. (d) If As long as an Event of Default shall have occurred and be continuing under Subsection 9.1(a) or (i) or as long as any other Event of Default shall have occurred and be continuing at the election of the Requisite Lenders confirmed by written notice to the Borrower, the interest rates applicable to the Loan shall be increased by two percent (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all other outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) As long as no Default or Event of Default shall have occurred and be continuing, the Applicable Interest Rate Borrower shall have the option to (i) request that any Advances be increased by five percent (5%) per annum above the Applicable Interest Rate (the "Default Rate"). Interest at the Default Rate shall automatically accrue from the initial date of such Event of Default until all Events of Default are cured or waived and shall be payable upon demand. Interest at the Default Rate shall be added to the Loan Amount, and shall be deemed secured by the Security Documents and the other Loan Documents. This Section 2.8(d), however, shall not be construed as an agreement or privilege to extend any Payment Date, nor made as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default. LIBOR Loan, (eii) If any sum payable under this Agreement, the Note or any other Loan Document is not paid on or before the fifth (5th) day after such amount is due, the Borrower shall pay to the Lender upon demand an amount equal to the lesser of five percent (5.0%) of such unpaid sum or, if Section 2.8(f) applies, the maximum amount permitted under such section, to defray the expenses incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment and such amount shall be secured by the Security Documents and the other Loan Documents. (f) Notwithstanding anything to the contrary set forth in this Section 2.8, if the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if convert at any time thereafter all or any part of the rate outstanding Loan from a Base Rate Loan to one or more LIBOR Loans, (iii) convert any LIBOR Loan to a Base Rate Loan, subject to payment of interest payable hereunder LIBOR funding breakage costs in accordance with Subsection 7.8(b) if such conversion is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lender is equal made prior to the total interest which would have been received had expiration of the interest rate payable hereunder been LIBOR Period applicable thereto, or (but for iv) continue all or any portion of any LIBOR Loan upon the operation expiration of this paragraph) the interest rate payable since applicable LIBOR Period with the date hereof as otherwise provided in this Agreementsucceeding LIBOR Period of that continued Loan commencing on the last day of the LIBOR Period of the LIBOR Loan to be continued. ThereafterAny portion of the Loan to be made or continued as, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.8(a) through (e) above unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the Lender pursuant to the terms hereof exceed the amount which the Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.8(f)or converted into, a court LIBOR Loan must be in a minimum amount of competent jurisdiction shall finally determine that the Lender has received interest hereunder $1,000,000 and integral multiples of $100,000 in excess of the Maximum Lawful Rate, the Lender shall, to the extent permitted such amount. Any such election must be made by applicable law, promptly apply such excess in the order specified in Section 2.10 and thereafter shall refund any excess to the Borrower or as a court of competent jurisdiction may otherwise order.11:00 a.m.