Common use of Interest and Payments Clause in Contracts

Interest and Payments. The Borrowers, jointly and severally, shall repay, and shall pay interest on, the aggregate unpaid principal amount of all Advances and the Term Loan in accordance with the Notes. The Borrowers shall at any time that any amount is outstanding under a Note select a LIBOR interest period to apply to all amounts outstanding on that Note. The Borrowers may select an interest period of one month, three months or six months and may select a different interest period to apply to each Note. Once the Borrowers notify the Bank in writing of an interest period selection for a Note, such selection shall be irrevocable. If the Borrowers shall fail to notify the Bank in writing of an interest period for any Note prior to the end of a previous interest period, the Borrowers shall be presumed to have selected an interest period of one month for that Note for the next interest period. After and during the continuance of an Event of Default the Borrowers shall pay interest at an annual rate equal to 2.0% in excess of the rate of interest otherwise provided under the Notes. In addition, the Borrowers, jointly and severally, shall pay a late payment fee equal to 3.0% of the amount of any payment that is paid more than 15 days after its due date. All payments of principal, interest and fees under this Agreement shall be made when due to the Bank in immediately available funds. All computations of interest and the Commitment Fee shall be made by the Bank on the basis of the actual number of days elapsed in a year of 360 days. Whenever any such payment shall be due on a non-Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, as the case may be, but shall not be deemed to result in such payment being made after the due date thereof. The Bank is expressly authorized to charge any principal, interest or fee payment, when due, to the demand deposit account of any Borrower maintained at the Bank, or, if those accounts shall not contain sufficient funds, to any other account maintained by any Borrower at the Bank.

Interest and Payments. The Borrowers, jointly and severally, shall repay, and shall pay All interest on, under the aggregate unpaid principal amount of all Advances and the Term Loan in accordance with the Notes. The Borrowers shall at any time that any amount is outstanding under a Note select a LIBOR interest period to apply to all amounts outstanding on that Note. The Borrowers may select an interest period of one month, three months or six months and may select a different interest period to apply to each Note. Once the Borrowers notify the Bank in writing of an interest period selection for a Note, such selection Loans shall be irrevocable. If the Borrowers shall fail to notify the Bank in writing of an interest period for any Note prior to the end of a previous interest period, the Borrowers shall be presumed to have selected an interest period of one month for that Note for the next interest period. After and during the continuance of an Event of Default the Borrowers shall pay interest at an annual rate equal to 2.0% in excess of the rate of interest otherwise provided under the Notes. In addition, the Borrowers, jointly and severally, shall pay a late payment fee equal to 3.0% of the amount of any payment that is paid more than 15 days after its due date. All payments of principal, interest and fees under this Agreement shall be made when due to the Bank in immediately available funds. All computations of interest and the Commitment Fee shall be made by the Bank computed on the basis of a year containing three hundred sixty (360) days for the actual number of days elapsed in a year elapsed. Payments of 360 days. Whenever any such payment interest (and principal under the Term Note and principal under the CAPEX Line/Term Note after the Conversion Date) shall be due and payable to the Lender in accordance with the terms and provisions of the Notes, and interest shall accrue at the rate of interest provided in the Notes for each advance thereunder. Each payment of principal, interest and/or fees, and any other amounts required to be paid to the Lender with respect to the Loans, shall be effectuated by means of an Advance under the Note; provide, however, that if there is not adequate availability under the Loan to effectuate any such Advance, Borrower shall be jointly and severally responsible for payment of the same. Payments of principal, interest, fees or other amounts made by the Borrower shall be made to the Lender at the Lender's offices located at 000 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, for the account of Lender, in Dollars and in immediately available funds before 12:00 p.m. (New York time) on the date such payment is due. The Lender shall deem any payment made by or on behalf of the Borrower that is not made in immediately available funds and prior to 12:00 p.m. (New York time) to be a non-Business Dayconforming payment, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, as the case may be, but which shall not be deemed to result in be received by the Lender until the later of (a) the time such funds become available funds or (b) the next Business Day. Any non-conforming payment being may constitute or become an Event of Default hereunder. Interest shall continue to accrue on any principal as to which a non-conforming payment is made after until the due later of (a) the date thereofsuch funds become available funds or (b) the next Business Day. The Bank is expressly authorized All payments to charge any be made by the Borrower on account of principal, interest and/or fees, shall be made without diminution, setoff, recoupment or fee payment, when due, to the demand deposit account of any Borrower maintained at the Bank, or, if those accounts shall not contain sufficient funds, to any other account maintained by any Borrower at the Bankcounterclaim.

Interest and Payments. The Borrowers, jointly and severally, shall repay, and shall pay interest on, the aggregate unpaid principal amount of all Advances and the Term Loan in accordance with the Notes. The Borrowers shall at any time that 18.1 If any amount required to be paid under this Agreement is outstanding under a Note select a LIBOR interest period to apply to all amounts outstanding on that Note. The Borrowers may select an interest period of one month, three months or six months and may select a different interest period to apply to each Note. Once the Borrowers notify the Bank in writing of an interest period selection for a Notenot paid when it is due, such selection amount shall be irrevocable. If the Borrowers shall fail to notify the Bank in writing of an interest period for any Note prior to the end of a previous interest period, the Borrowers shall be presumed to have selected an interest period of one month for that Note for the next interest period. After and during the continuance of an Event of Default the Borrowers shall pay bear interest at an annual rate equal to 2.0% in excess of the rate of interest otherwise 2% per annum over the base lending rate of EONIA from time to time, calculated on a daily basis for the period from and including the relevant due date for payment to (but excluding) the date of actual payment, as well after as before any judgement. 18.2 Unless expressly provided otherwise, where any payment is required under the Notes. In addition, the Borrowers, jointly and severally, shall pay a late payment fee equal to 3.0% terms of the amount of any payment that is paid more than 15 days after its due date. All payments of principal, interest and fees under this Agreement shall be made when due to the Bank in immediately available funds. All computations of interest and the Commitment Fee shall be made by the Bank on Purchaser to the basis of the actual number of days elapsed in a year of 360 days. Whenever any such payment shall be due on a non-Business DaySeller, such payment shall be made on by telegraphic transfer into the next succeeding account notified by the Seller to the Purchaser not less than two Business DayDays prior to the date that such payment is due, and such extension payment of time the relevant amount so made shall be included in constitute a good and absolute discharge for the computation Purchaser of interest or feesthe relevant obligation, as and the case may be, but Purchaser shall not be deemed concerned to result in see to the application of such funds thereafter. 18.3 Unless expressly provided otherwise, where any payment is required under the terms of this Agreement to be made by the Seller to the Purchaser, such payment being shall be made to the bank account of the Purchaser, as notified to the Seller seven Business Days prior to the date the payment is to be made, and payment of the relevant amount so made shall constitute a good and absolute discharge for the Seller of the relevant obligation, and the Seller shall not be concerned to see to the application of such funds thereafter. 18.4 Subject to clause 18.7, all sums payable by any party under this Agreement shall be paid free of and without any rights of counterclaim or set off, and without deduction or withholding on any ground whatsoever, save only as may be required by law. Subject to clause 18.7, if any such deduction or withholding is required by law, the payer shall (i) provide such evidence of the relevant withholding as the payee may reasonably require and (ii) be obliged to pay to the payee such amount as will ensure that, after any such deduction or withholding has been made, the payee shall have received a sum equal to the amount that the payee would otherwise have received in the absence of any such deduction or withholding. 18.5 To the extent that any deduction or withholding in respect of which an additional amount has been paid under clause 18.4 results in the payee obtaining a Relief, the payee shall pay to the payer, within ten Business Days of the use or set off of the Relief, an amount equal to the lesser of the Tax saved as a result of such use or set off and the additional sum paid under clause 18.4 provided that the payee shall not be obliged to pay to the payer an amount in excess of the amount which will leave it (after that payment) in the same after Tax position as it would have been in had there been no payment under this Agreement in respect of which such deduction or withholding arose. 18.6 If any competent authority for Tax purposes charges to Tax any sum paid pursuant to a claim (the “original payment”) to the payee under this Agreement the payer shall be obliged to pay to the payee such additional amount (the “additional payment”) as will ensure that, after the due date thereof. The Bank is expressly authorized to charge payment of the Tax so charged on the original payment and any principal, interest or fee Tax chargeable on the additional payment, when due, there shall remain a net sum equal to the demand deposit account amount of any Borrower maintained at the Bankoriginal payment, such additional payment to be paid three Business Days after the payee has served notice that Tax on the original payment has become due and payable, or would have become due and payable but for the availability of, in the case of a payment by the Seller, a Purchaser’s Relief or, in the case of a payment by the Purchaser, any Relief. 18.7 No payer for the purposes of clauses 18.4, 18.5 or 18.6 shall be liable to make any payment under these clauses to the extent that the payment exceeds that which would have been payable if those accounts shall not contain sufficient funds, to any other account maintained by any Borrower the payee were the original Seller or Purchaser (as applicable) as at the BankCompletion.

Interest and Payments. The Borrowers, jointly (a) Borrower covenants and severally, agrees that the Loans shall repay, bear interest at the Interest Rate specified in each respective Note and that interest shall pay interest on, the aggregate unpaid principal amount of all Advances and the Term Loan be payable by Borrower in accordance with the terms of the Notes and as set forth below. Payments on the Notes shall be made by Borrower to Lender in accordance with the payment instructions set forth in Section 11.5 below. The Notes are pari passu. All regularly scheduled interest payments due under the Notes shall be applied pro rata toward all Notes based upon the interest then due under each of the Notes. The Borrowers Scheduled principal payments due under the Notes shall at be applied pro rata to the Notes based upon the principal then due under each of the Notes. At any time that an Event of Default shall exist, any amount is outstanding under a Note select a LIBOR interest period to apply to all amounts outstanding on that Note. The Borrowers may select an interest period voluntary prepayment of one month, three months or six months and may select a different interest period to apply to each Note. Once the Borrowers notify the Bank in writing of an interest period selection for a Note, such selection principal shall be irrevocable. If the Borrowers shall fail to notify the Bank applied as determined by MetLife in writing of an interest period for its sole discretion, and Borrower may not select any Note prior or Notes to the end of a previous interest period, the Borrowers which such payment shall be presumed to have selected an interest period of one month for that Note for applied. (b) After the next interest period. After occurrence and during the continuance of any Monetary Default, the overdue principal, interest, fees or other overdue amounts creating the Monetary Default shall bear interest at the Monetary Default Rate calculated from the date such payment was due (giving effect to any grace or cure period provided in the Note or other Loan Document) until paid, and the remaining principal balance of the Loans shall continue to bear interest at the applicable Interest Rate. After the occurrence and during the continuance of any Non-Monetary Default, then, upon written notice from Servicer to Borrower, the entire principal balance of the Loans shall bear interest at the Non-Monetary Default Rate until such Event of Default is cured or waived in writing by Servicer in accordance with the terms of this Loan Agreement. If an Event of Default occurs (whether as the Borrowers result of a Monetary Default or a Non-Monetary Default) and Servicer accelerates the Loans, the entire principal balance of the Loans, and to the extent permitted by applicable law, all overdue interest and other overdue amounts shall pay bear interest at the Monetary Default Rate from the date of acceleration until such Event of Default is cured (or, if beyond applicable cure period(s), then until all amounts owed to Co-Lenders have been paid in full) or waived in writing by Servicer in accordance with the terms of this Agreement. (c) In the event the interest provisions contained herein or in the Notes or Collateral Documents or any exaction provided for herein or in the Notes or Collateral Documents shall result for any reason and at any time during the term of the Loan (defined below) in an annual effective rate equal of interest which transcends the limit of the usury or any other law applicable to 2.0% the Loan, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied on principal immediately upon receipt and effect as though the payor had specifically designated such extra sums to be so applied to principal, and the holder of the Notes shall accept such extra payment or payments as a premium-free prepayment. If any such amounts are in excess of the rate of interest otherwise provided under the Notesprincipal then outstanding, such excess shall be paid to Borrower. In addition, no event shall any agreed-to or actual exaction as consideration for the Borrowers, jointly and severally, shall pay a late Loan transcend the limits imposed or provided by the law applicable to this transaction or Borrower in the jurisdictions in which the Security or any other security for payment fee equal to 3.0% of the amount Notes is located for the use or detention of any payment that is paid more than 15 days after money or for forbearance in seeking its due date. All payments of principal, interest and fees under this Agreement shall be made when due to the Bank in immediately available funds. All computations of interest and the Commitment Fee shall be made by the Bank on the basis of the actual number of days elapsed in a year of 360 days. Whenever any such payment shall be due on a non-Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, as the case may be, but shall not be deemed to result in such payment being made after the due date thereof. The Bank is expressly authorized to charge any principal, interest or fee payment, when due, to the demand deposit account of any Borrower maintained at the Bank, or, if those accounts shall not contain sufficient funds, to any other account maintained by any Borrower at the Bankcollection.

Interest and Payments. (a) The Borrowersoutstanding principal balance of the Loan shall bear interest at the Adjusted One Month LIBOR Rate in effect from time to time.. (b) Notwithstanding the foregoing, jointly and severally, shall repay, and shall pay interest on, the aggregate unpaid principal amount of all Advances and the Term Loan in accordance with the Notes. The Borrowers shall at any time that any amount is outstanding under a Note select a LIBOR interest period to apply to all amounts outstanding on that Note. The Borrowers may select an interest period of one month, three months or six months and may select a different interest period to apply to each Note. Once the Borrowers notify the Bank in writing of an interest period selection for a Note, such selection shall be irrevocable. If the Borrowers shall fail to notify the Bank in writing of an interest period for any Note prior to the end of a previous interest period, the Borrowers shall be presumed to have selected an interest period of one month for that Note for the next interest period. After and during the occurrence and continuance of an Event of Default Default, Lender may, at its option, by notice to the Borrowers Borrower, declare that (i) the outstanding principal balance of the Loan shall pay bear interest at an annual 3% plus the rate equal otherwise applicable to 2.0such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 3% plus the rate applicable to such fee or other obligation as provided hereunder. (c) Accrued interest on the Loan shall be payable in excess arrears on each Interest Payment Date and upon the Maturity Date; provided that (i) interest accrued pursuant to paragraph (b) of this Section shall be payable on demand and (ii) in the event of any repayment or prepayment of the rate Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. (d) Commencing on the first Payment Date following the Closing Date, and continuing on each monthly Payment Date thereafter, Borrower shall make, in addition to payments of accrued interest otherwise provided as set forth herein, monthly payments of principal hereunder and under the Notes. In addition, the Borrowers, jointly and severally, shall pay a late payment fee equal Note to 3.0% of Lender in the amount of any payment that TWO HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE AND33/100 DOLLARS ($233,333.33), which is paid more than 15 days after its due date. All payments equal to one sixtieth of principalthe principal amount of the Loan. (e) The outstanding principal balance of the Loan, together with all unpaid accrued interest thereon, and fees under all other amounts payable by Borrower with respect to this Agreement or pursuant to the terms of any other Loan Documents, shall be made when due to and payable on the Bank Maturity Date in immediately available funds. lawful money of the United States of America. (g) All computations of interest and the Commitment Fee hereunder shall be made by the Bank computed on the basis of a year of 360 days, and shall be payable for the actual number of days elapsed in a year of 360 dayselapsed. Whenever any such payment The applicable CB Floating Rate, Adjusted One Month LIBOR Rate, Adjusted LIBOR Rate or LIBOR Rate shall be due on a non-Business Day, such payment shall be made on the next succeeding Business Daydetermined by Lender, and such extension of time determination shall be included conclusive absent manifest error. (f) Borrower agrees to pay an effective rate of interest that is the sum of (i) the interest rate provided in this Agreement and (ii) any additional rate of interest resulting from any other charges or fees paid or to be paid in connection herewith that are determined to be interest or in the computation nature of interest. Any other provision of this Agreement or any of the other Loan Documents to the contrary notwithstanding, Lender and Borrower agree that none of the terms and provisions contained herein or in any of the Loan Documents shall be construed to create a contract for the use, forbearance or detention of money requiring payment of interest or feesat a rate in excess of the maximum interest rate permitted to be charged by the Requirements of Laws of the State of Utah. In such event, as if any holder of the case may be, but Note shall not be collect monies which are deemed to result constitute interest which would otherwise increase the effective interest rate on the Note to a rate in excess of the maximum rate permitted to be charged by applicable Requirements of Law, all such payment being made after sums deemed to constitute interest in excess of such maximum rate shall, at the due date thereof. The Bank is expressly authorized to charge any principaloption of the holder, interest or fee payment, when due, be credited to the demand deposit account payment of any Borrower maintained at other amounts payable under the Bank, or, if those accounts shall not contain sufficient funds, Loan Documents or returned to any other account maintained by any Borrower at the BankBorrower.

Interest and Payments. The Borrowers, jointly and severally, shall repay, and shall pay interest on5.1 Upon the release of the whole or any part of the Escrow Amount to the Vendor or the Purchaser, the aggregate unpaid principal amount of all Advances and Vendor or the Term Loan in accordance with the Notes. The Borrowers shall at any time that any amount is outstanding under a Note select a LIBOR interest period to apply to all amounts outstanding on that Note. The Borrowers may select an interest period of one month, three months or six months and may select a different interest period to apply to each Note. Once the Borrowers notify the Bank in writing of an interest period selection for a Note, such selection shall be irrevocable. If the Borrowers shall fail to notify the Bank in writing of an interest period for any Note prior to the end of a previous interest period, the Borrowers shall be presumed to have selected an interest period of one month for that Note for the next interest period. After and during the continuance of an Event of Default the Borrowers shall pay interest at an annual rate equal to 2.0% in excess of the rate of interest otherwise provided under the Notes. In addition, the Borrowers, jointly and severally, shall pay a late payment fee equal to 3.0% of the amount of any payment that is paid more than 15 days after its due date. All payments of principal, interest and fees under this Agreement shall be made when due to the Bank in immediately available funds. All computations of interest and the Commitment Fee shall be made by the Bank on the basis of the actual number of days elapsed in a year of 360 days. Whenever any such payment shall be due on a non-Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, Purchaser (as the case may be, but ) shall be entitled to any interest which has accrued pro rata to the amounts of the Escrow Amount so released. Any amounts withheld on account of Taxation (in accordance with Clause 16) shall be deducted from amounts paid under this paragraph pro rata to the amount released. Any payments under this paragraph shall be made as soon as practicable following any release of amounts held in the Escrow Account. 5.2 For the purposes of this Schedule 9: (a) any amounts paid to the Vendor or to the Purchaser under this Schedule 9 shall be paid in accordance with Clause 39; (b) the Vendor shall not be deemed concerned to result in such payment being see the application of any payments made after the due date thereof. The Bank is expressly authorized to charge any principal, interest or fee payment, when due, to the demand deposit account Purchaser's Solicitors pursuant to this Schedule 9 and the receipt of the Purchaser's Solicitors shall be an absolute discharge to the Vendor of its obligations under this Schedule 9; (c) nothing in this Schedule 9 shall operate to prevent the Purchaser from recovering from the Vendor any amount which would have been payable to the Purchaser under paragraph 2.2 of this Schedule 9 but was not so paid because the total of the amounts payable to the Purchaser under those paragraphs exceeded the Escrow Amount; (d) the provisions of this Schedule 9 shall not be regarded as imposing any limit to the amount of any Borrower maintained at claims under the Bank, or, if those accounts Warranties and/or the Tax Covenant and/or otherwise under this Agreement or date by which such claims shall not contain sufficient funds, be made; (e) any charges made by the Escrow Account Agent or by the bank holding the Escrow Account in respect of the Escrow Account shall be borne by the Vendor and the Purchaser pro rata to the amounts of the Escrow Amount paid to them under this Schedule 9 and the Vendor shall indemnify the Purchaser and the Purchaser shall indemnify the Vendor in respect of any other account maintained bank charges and/or any Escrow Account Agent charges borne by any Borrower at party contrary to this paragraph; and (f) nothing in this Schedule 9 shall operate to require any set off against the Bankamount in the Escrow Account any amounts found to be owing by the Purchaser to the Vendor.

Interest and Payments. Outstanding Notes shall bear interest at the rate of 1.625% per annum, from February 22, 2016 or from the most recent Interest Payment Date (as defined below) on which interest has been paid or duly provided for, on February 22 of each year (each, an “Interest Payment Date”), commencing February 22, 2017, until the principal thereof is paid or made available for payment. The Borrowers, jointly and severally, shall repayinterest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name the Notes are registered at the close of business on the Regular Record Date for such interest, which shall pay be the fifteenth calendar day (whether or not a Business Day (as defined below)), immediately preceding such Interest Payment Date. Any such interest onnot so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, the aggregate unpaid principal amount notice thereof shall be given to Holders of all Advances and the Term Loan in accordance with the Notes. The Borrowers shall Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time that in any amount is outstanding under a Note select a LIBOR interest period to apply to other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all amounts outstanding as more fully provided in said Indenture. Interest on that Note. The Borrowers may select an interest period of one month, three months or six months and may select a different interest period to apply to each Note. Once the Borrowers notify the Bank in writing of an interest period selection for a Note, such selection Notes shall be irrevocable. If the Borrowers shall fail to notify the Bank in writing of an interest period for any Note prior to the end of a previous interest period, the Borrowers shall be presumed to have selected an interest period of one month for that Note for the next interest period. After and during the continuance of an Event of Default the Borrowers shall pay interest at an annual rate equal to 2.0% in excess of the rate of interest otherwise provided under the Notes. In addition, the Borrowers, jointly and severally, shall pay a late payment fee equal to 3.0% of the amount of any payment that is paid more than 15 days after its due date. All payments of principal, interest and fees under this Agreement shall be made when due to the Bank in immediately available funds. All computations of interest and the Commitment Fee shall be made by the Bank computed on the basis of the actual number of days elapsed in a year the period for which interest is being calculated and the actual number of 360 days. Whenever any such payment shall be due days from and including the last date on a non-Business Day, such payment shall be made which interest was paid on the Notes (or February 22, 2016, if no interest has been paid on the Notes), to but excluding the next succeeding Business Day, and such extension of time shall be included scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the computation rulebook of the International Capital Market Association. Each payment of interest on the Notes shall include interest accrued through the day before the applicable Interest Payment Date for the Notes. If interest on the Notes is payable, or feesthe Maturity, Redemption Date or Repayment Date falls, as the case may be, but shall on a day that is not be deemed to result in such a Business Day, the Company will make the payment being on the next Business Day as if it were made after on the due date thereof. The Bank is expressly authorized to charge any principal, interest or fee payment, when the payment was due, and no interest will accrue as a result of the delay in payment. Interest will cease to accrue on a Note upon its Maturity or redemption. With respect to the demand deposit account Notes, for all purposes of the Indenture, “Business Day” means any Borrower maintained at day other than a Saturday or Sunday, (i) which is not a day on which banking institutions in The City of New York or London are authorized or required by law, regulation or executive order to close and (ii) on which the BankTrans-European Automated Real Time Gross Settlement Express Transfer System, oror any successor thereto, if those accounts shall not contain sufficient funds, to any other account maintained by any Borrower at the Bankis open. Section 105 Currency and Denominations.

Interest and Payments. The Borrowers, jointly Outstanding Advances shall bear interest at the Applicable Interest Rate and severally, shall repaybe due and payable on each Principal Payment Date. Accrued interest on outstanding Advances shall be due and payable on each Interest Payment Date. Customer hereby authorizes Sponsor Bank to issue a payment request in order to debit the Settlement Account in an amount equal to the aggregate outstanding interest and principal when due under this Agreement and to forward such payments to Lender. Interest on outstanding Advances shall be calculated on the basis of a 365-day year and actual days elapsed. It is the intent hereof that Customer not pay, and that Lender not receive, interest in excess of that which may be paid by Customer under applicable law. Lender and Customer agree that the only charge imposed by Lender upon Customer for the use of money shall pay be interest on, at the stated rate. In no event shall the aggregate unpaid principal amount of all Advances and amounts deemed interest hereunder exceed the Term Loan in accordance with highest rate permissible under applicable law. In the Notes. The Borrowers shall at any time event that any amount a court determines that interest hereunder is outstanding under a Note select a LIBOR interest period to apply to all amounts outstanding on that Note. The Borrowers may select an interest period of one month, three months or six months and may select a different interest period to apply to each Note. Once the Borrowers notify the Bank in writing of an interest period selection for a Note, such selection shall be irrevocable. If the Borrowers shall fail to notify the Bank in writing of an interest period for any Note prior to the end of a previous interest period, the Borrowers shall be presumed to have selected an interest period of one month for that Note for the next interest period. After and during the continuance of an Event of Default the Borrowers shall pay interest at an annual rate equal to 2.0% in excess of the rate of interest otherwise provided under the Notes. In additionhighest permissible rate, the Borrowersrate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and Lender shall promptly refund to Customer any interest received by Lender in excess of the maximum lawful rate or, jointly and severallyif so requested by Customer, shall pay a late payment fee equal apply such excess to 3.0% the principal balance of the amount of any payment that is paid more than 15 days after its due dateObligations. All payments of principal, interest and fees under this Agreement shall be made when due to the Bank in cash in immediately available funds. All computations of Payments shall first be applied to fees and expenses, then to accrued interest and then to principal. Following the Commitment Fee occurrence of a Bankruptcy Event, and during the continuance thereof, interest shall accrue at the Default Rate and payments may be applied to the Obligations in such order as Lender shall elect. Advances may be prepaid in whole or in part at any time without premium or penalty. All payments shall be made by the Bank on the basis of the actual number of days elapsed in a year of 360 days. Whenever without setoff, counterclaim or withholding for any such payment shall be due on a non-Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, as the case may be, but shall not be deemed to result in such payment being made after the due date thereof. The Bank is expressly authorized to charge any principal, interest or fee payment, when due, to the demand deposit account of any Borrower maintained at the Bank, or, if those accounts shall not contain sufficient funds, to any other account maintained by any Borrower at the Bankreason.