Common use of Additional Interest Provisions Clause in Contracts

Additional Interest Provisions. (a) Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus three hundred (300) basis points. All such increases may, at the election of the Administrative Agent, be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders is a reasonable estimate of damages suffered by Lenders and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, Loans shall accrue at the rate otherwise applicable be equal to the Loans applicable Interest Rate plus three five hundred (300500) basis pointspoints (the “Default Rate”). All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Default Rate is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such lawLaw.

Additional Interest Provisions. (a) Interest on the Loans Borrower shall be pay interest, calculated on the basis of a 360-day year of three hundred sixty (360) days but charged for the actual number of days elapsedof each year (365 or 366, as applicable), on the outstanding principal amount from and including the date of this Note to, but not including, the date the outstanding principal amount is paid in full. (b) After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus three hundred (300) basis points. All such increases may, at the election of the Administrative Agent, be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders is a reasonable estimate of damages suffered by Lenders and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected If pursuant to the terms of this Agreement exceed Note, Borrower is at any time obligated to pay interest on the highest principal balance of this Note at a rate permissible under any law in excess of the maximum interest rate permitted by applicable law, the applicable interest rate shall be immediately reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. (c) After the occurrence of an Event of Default, at Lender’s option, interest shall accrue at a rate per annum equal to the aggregate of 3% plus the rate otherwise applicable (the “Default Rate”), and such rate shall continue to apply whether or not judgment shall be entered on this Note. (d) Upon request, ▇▇▇▇▇▇ shall give prompt notice to Borrower of the LIBOR Rate as determined and adjusted herein, which a court determination shall be conclusive absent manifest error. (e) Except as otherwise provided, each Interest Period shall commence on the first day of competent jurisdiction shalleach month and end on the last day of the Interest Period; provided, in a final determinationhowever, deem applicable hereto. that (i) no Interest Period shall extend beyond Maturity, and (ii) each subsequent Interest Period, to the extent applicable, shall commence automatically and immediately following the end of the preceding Interest Period. (f) In the event that such court determines Lender has charged shall determine that by reason of circumstances affecting the London Interbank Eurodollar market, adequate and reasonable means do not exist for determining the LIBOR Rate or received interest hereunder dollar deposits are not available to Lender in excess of the highest applicable rateInterbank Eurodollar market with respect to a proposed LIBOR Advance, Lender shall applygive Borrower notice of such determination and (i) any requested LIBOR Advance shall be made as a Variable Rate Advance, unless Borrower gives Lender two (2) Business Days’ prior notice that its request for such borrowing is canceled; (ii) any advance which was to have been converted to a LIBOR Advance shall be continued as a Variable Rate Advance; and (iii) any outstanding LIBOR Advance shall be converted to a Variable Rate Advance on the last Business Day of the applicable Interest Period. Thereafter, ▇▇▇▇▇▇ shall have no obligation to make LIBOR Advances or maintain outstanding LIBOR Advances and Borrower shall not have the right to request LIBOR Advances. Lender shall be entitled to fund and maintain its funding of all or any part of any LIBOR Advance in its sole discretionany manner Lender may from time to time deem advisable, Borrower hereby acknowledging that all determinations relating to LIBOR Advances shall be made as if ▇▇▇▇▇▇ had actually funded and set off maintained each such excess interest received LIBOR Advance by Lender against other Obligations due or to become due and such rate shall automatically be reduced the purchase of deposits in an amount similar to the maximum rate permitted by amount of that advance, with a maturity similar to the Interest Period for that advance and bearing interest at LIBOR with respect to that advance. (g) If Lender shall determine that any applicable law, treaty, regulation, guideline or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful or impossible for Lender to make or maintain any LIBOR Advance, the obligation of Lender hereunder to make or maintain such lawLIBOR Advance shall terminate and Borrower shall, if any such LIBOR Advance is outstanding, promptly upon request from Lender, prepay such LIBOR Advance or convert such LIBOR Advance to a Variable Rate Advance. If any such payment is made on a day that is not the last Business Day of the then current Interest Period, Borrower shall pay Lender, upon Lender’s request, any amount required under Section 5 hereof.

Additional Interest Provisions. (a) Interest on the LIBOR Rate Loans shall be calculated based on the basis of a year of three hundred sixty (360) day year but charged for the actual number of days elapsed. Interest on Base Rate Loans shall be based on a three hundred sixty five (365)/three hundred sixty six (366) day year but charged for the actual number of days elapsed. (b) After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, Agent may increase the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the including amounts drawn and not yet reimbursed under Letters of Credit, to a rate otherwise applicable equal to the Loans plus three two hundred (300200) basis points. All such increases may, at the election points in excess of the Administrative Agent, applicable interest rate (“Default Rate”). Such increase shall be applied retroactively to retroactive from and after the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders is a reasonable estimate of damages suffered by Lenders and is not a penalty. (c) Borrower shall not request and Lenders shall not make any LIBOR Rate Loans while an Event of Default exists. (d) All contractual rates of interest chargeable on outstanding principal under the Loans Loans, shall continue to accrue and be paid even after Default, an a Default or Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (de) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has Lenders have charged or received interest hereunder in excess of the highest applicable rate, Lender Agent, on behalf of Lenders, shall apply, in its sole discretion, apply and set off such excess interest received by Lender Lenders against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) a. Interest on the LIBOR Rate Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. Interest on the Base Rate Loans shall be calculated on the basis of a year of three hundred sixty five (365) or three hundred sixty six (366) days, as the case may be, but charged for the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus three be increased by two hundred (300200) basis points. All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law. e. Borrower shall not request and Lender shall not make or continue, or convert any Loan to a LIBOR Rate Loan while a Default or an Event of Default exists.

Additional Interest Provisions. (a) a. Interest on the Loans Loan shall be calculated on the basis of a year of three hundred sixty (360) days but and charged for the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, Loan shall accrue at the rate otherwise applicable to the Loans plus three be increased by two hundred (300200) basis points. All such increases may, at the election of the Administrative Agent, shall be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penalty. (c) All contractual rates of interest chargeable c. Borrower shall not request any Advance while a Default exists. d. Interest on outstanding principal under the Loans Loan shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence occurrence, similar or dissimilar. (d) e. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) Interest a. All computations of interest on the Loans Term Loan shall be calculated made on the basis of a year of three hundred sixty (360) days but charged for day year and the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the LoansTerm Loan, shall accrue at the rate otherwise applicable option of Lender, be equal to the Loans plus three hundred eight and one-quarter percent (3008.25%) basis pointsper annum (“Default Rate”). All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees Borrowers agree that the default rate Default Rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penaltypenalty and that interest accruing at the Default Rate is payable on demand. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans Term Loan shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency d. Borrowers shall not be obligated to pay and Lender shall not collect interest at a rate higher than the maximum permitted by law or event whatsoever shall the aggregate maximum that will not subject Lender to any civil or criminal penalties. If, because of all amounts deemed the acceleration of maturity the payment of interest hereunder and charged in advance or collected pursuant any other reason, Borrowers are required, under the provisions of any Loan Document or otherwise, to the terms of this Agreement exceed the highest pay interest at a rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable such maximum rate, Lender the rate of interest under such provisions shall apply, in its sole discretion, immediately and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the such maximum rate permitted and any payment made in excess of such maximum rate, together with interest thereon at the rate provided herein from the date of such payment, shall be immediately and automatically applied to the reduction of the unpaid principal balance of the Term Loan as of the date on which such excess payment was made. If the amount to be so applied to reduction of the unpaid principal balance exceeds the unpaid principal balance, the amount of such excess shall be refunded by such lawLender to Borrowers.

Additional Interest Provisions. 35 (a) Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, Loans shall accrue at the rate otherwise applicable be equal to the Loans applicable Interest Rate plus three two hundred (300200) basis pointspoints (the “Default Rate”). All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Default Rate is a reasonable estimate of each Lender’s damages suffered by Lenders and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has Administrative Agent or the Lenders have charged or received interest hereunder in excess of the highest applicable rate, Lender Administrative Agent or the Lenders shall apply, in its their sole discretion, and set off such excess interest received by Lender the Administrative Agent or the Lenders against other Secured Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such lawLaw.

Additional Interest Provisions. (a) Interest a. All computations of interest on the Loans shall be calculated made on the basis of a year of three hundred sixty (360) days but charged for day year and the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus option of Lender, be increased by three hundred (300) basis pointspoints (“Default Rate”). All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees Borrowers agree that the default rate Default Rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penaltypenalty and that interest accruing at the Default Rate is payable on demand. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency d. Borrowers shall not be obligated to pay and Lender shall not collect interest at a rate higher than the maximum permitted by law or event whatsoever shall the aggregate maximum that will not subject Lender to any civil or criminal penalties. If, because of all amounts deemed the acceleration of maturity the payment of interest hereunder and charged in advance or collected pursuant any other reason, Borrowers are required, under the provisions of any Loan Document or otherwise, to the terms of this Agreement exceed the highest pay interest at a rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable such maximum rate, Lender the rate of interest under such provisions shall apply, in its sole discretion, immediately and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the such maximum rate permitted and any payment made in excess of such maximum rate, together with interest thereon at the rate provided herein from the date of such payment, shall be immediately and automatically applied to the reduction of the unpaid principal balance of the Term Loan, and then to the unpaid principal balance of the Revolving Credit, as of the date on which such excess payment was made. If the amount to be so applied to reduction of the unpaid principal balance of the Loans exceeds the unpaid principal balance, the amount of such excess shall be refunded by such lawLender to Borrowers.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, Loans shall accrue at the rate otherwise applicable to the Loans plus be increased by three hundred (300) basis points. All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Lender is a reasonable estimate of Lender's damages suffered by Lenders and is not a penalty. Notwithstanding anything to the contrary, the default rate on Advances under the Revolving Credit shall never be less than ten and one half percent (10.5%). (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid payable even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus be increased by three hundred (300) basis pointspoints (“Default Rate”). All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Each Borrower agrees that the default rate Default Rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after a Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus three be increased by five hundred (300500) basis points. All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, hereunder and at the election of the Administrative AgentLender’s election, the per annum effective rate of interest on all outstanding principal under the Loans, Loans shall accrue at be increased to five percent (5%) in excess of the rate otherwise applicable to Base Rate (the Loans plus three hundred (300) basis points“Default Rate”). All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate Default Rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) Interest on the Loans Loan shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) . The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, Loan shall accrue at the rate otherwise applicable be equal to the Loans applicable Interest Rate plus three five hundred (300500) basis pointspoints (the "Default Rate"). All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Default Rate is a reasonable estimate of Lender's damages suffered by Lenders and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans Loan shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar▇▇▇▇▇▇▇▇▇▇. (d) In ▇▇ no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) Interest In addition to the terms and other provisions relating to interest on the Loans front of this Debenture and the Indenture, the following shall apply to this Debenture: If a Special Event (as defined below) occurs, the interest rate payable on this Debenture shall increase to __% per U.S. $25 principal amount of Debentures, beginning on the 30th calendar day after the Special Event occurs through and including the earlier of (1) the date of a Special Event Termination (as defined below) and (2) the Stated Maturity. Any period during which the Special Event occurs and for which this Debenture bears such increased interest rate is referred to as an "Increased Rate Period." The Issuer will have the option to redeem this Debenture at any time during an Increased Rate Period until any Special Event Termination. If a Special Event Termination occurs, then the Increased Rate Period will cease and the interest rate payable on this Debenture will return to the rate in existence before the Increased Rate Period. So long as no Event of Default has occurred and is continuing, the Issuer shall have the right at any time, and from time to time, during the term of this Debenture to defer payments of interest by extending the interest payment period of this Debenture for a period not exceeding 20 consecutive quarters (the "EXTENSION PERIOD"), during which Extension Period no interest shall be calculated due and payable on this Debenture; provided, that no Extension Period may extend beyond the Stated Maturity. Interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this paragraph, will bear interest thereon at the Coupon Rate compounded quarterly for each quarter of the Extension Period and computed on the basis of a 360-day year of three hundred sixty (360) days but charged for twelve 30-day months and the actual number days elapsed in a partial month in such period ("ADDITIONAL Interest"). The amount of days elapsed. (b) After interest payable for any full interest period will be computed by dividing the occurrence and during interest rate per annum by four. At the continuance of an Event of Default hereunder, at the election end of the Administrative AgentExtension Period, the per annum effective rate of Issuer shall pay all interest accrued and unpaid on all outstanding principal under the Loansthis Debenture, including any Additional Sums (as defined below) and Additional Interest (together, "DEFERRED INTEREST") that shall accrue at the rate otherwise applicable be payable to the Loans plus three hundred (300) basis points. All such increases may, at Holders of this Debenture in whose names this Debenture is registered in the election Securities Register on the Record Date with respect to the first Interest Payment Date after the end of the Administrative Agent, be applied retroactively to Extension Period. Before the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders is a reasonable estimate of damages suffered by Lenders and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings termination of any kind Extension Period, the Issuer may further extend the payment of interest; provided, that such period together with all such further extensions thereof shall not exceed 20 consecutive quarters, or extend beyond the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable heretoStated Maturity. In the event that any Debentures are called for redemption on a date prior to the end of an Extension Period, with respect to such court determines Lender has charged Debentures, such Extension Period shall be deemed to end on such date or received such earlier date as may be determined by the Issuer. Upon the termination of any Extension Period and upon the payment of all Deferred Interest then due, the Issuer may commence a new Extension Period, subject to the foregoing requirements. No interest hereunder in excess shall be due and payable during an Extension Period, except at the end thereof, but the Issuer may prepay at any time all or any portion of the highest applicable rateinterest accrued during an Extension Period. If the Property Trustee (as defined in the Trust Agreement) is the only Holder of the Debentures at the time the Issuer selects an Extension Period, Lender the Issuer shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced give written notice to the maximum rate permitted by Issuer Trustees (as defined in the Trust Agreement) of its selection of such lawExtension Period at least 15 Business Days prior to the date the Distributions (as defined in the Trust Agreement) on the Trust Securities (as defined in the Trust Agreement) would have been payable but for the election to begin such Extension Period. If the Property Trustee is not the only Holder, or is not itself the Holder, of the Debentures at the time the Issuer selects an Extension Period, the Issuer shall give the Holders of the Debentures and the Indenture Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of the next succeeding Interest Payment Date or the date the Issuer is required to give notice of the record or payment date of such interest payment to Holders of the Debentures.

Additional Interest Provisions. (a) a. Interest on the Loans Loan shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the LoansLoan, shall accrue at the rate otherwise applicable to the Loans plus three be increased by two hundred (300200) basis points. All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penalty. (c) c. Borrower shall not request and Lender shall not make, any Loan while an Event of Default exists. d. All contractual rates of interest chargeable on outstanding principal under the Loans Loan shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) e. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) Interest on the Loans shall be calculated based on the basis of a year of three hundred sixty (360) days but day year and charged for the actual number of days elapsed. (b) After the occurrence and during the continuance of an Event of Default hereunder, Agent may, and shall at the election direction of the Administrative AgentMajority Lenders, increase the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the including amounts drawn and not yet reimbursed under Letters of Credit, to a rate otherwise applicable equal to the Loans plus three hundred (300) basis points. All such increases may, at the election points in excess of the Administrative Agent, be applied retroactively to the date of the occurrence of the Event of Defaultapplicable interest rate (“Default Rate”). Borrower agrees that the default rate payable to Lenders Default Rate is a reasonable estimate of Lenders’ damages suffered by Lenders and is not a penalty. (c) Borrower shall not request and Lenders shall not make any LIBOR Rate Loans while an Event of Default exists. (d) All contractual rates of interest chargeable on outstanding principal under the Loans Loans, shall continue to accrue and be paid even after Default, an a Default or Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (de) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has Lenders have charged or received interest hereunder in excess of the highest applicable rate, Lender Agent, on behalf of Lenders, shall apply, in its sole discretion, apply and set off such excess interest received by Lender Lenders against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate rates of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus be increased by three hundred (300) basis points. All such increases may, at the election of the Administrative Agent, be applied retroactively to the date of the occurrence of the Event of Defaultpoints (“Default Rate”). Borrower agrees that the default rate Default Rate payable to Lenders is a reasonable estimate of Lenders' damages suffered by Lenders and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall shall, as permitted by law, continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines any Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender Lenders shall apply, in its sole discretion, and set off such excess interest received by Lender Lenders against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, Loans shall accrue at the rate otherwise applicable be equal to the Loans applicable Interest Rate plus three two hundred (300200) basis pointspoints (the “Default Rate”). All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Default Rate is a reasonable estimate of each Lender’s damages suffered by Lenders and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has Administrative Agent or the Lenders have charged or received interest hereunder in excess of the highest applicable rate, Lender Administrative Agent or the Lenders shall apply, in its their sole discretion, and set off such excess interest received by Lender the Administrative Agent or the Lenders against other Secured Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such lawLaw.

Additional Interest Provisions. (a) Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus three be increased by four hundred (300400) basis points. All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Lender is a reasonable estimate of Lender's damages suffered by Lenders and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law. (e) Borrower shall not request and Lender shall not make or continue, or convert any Loan to a LIBOR Rate Loan while an Event of Default exists.

Additional Interest Provisions. (a) a. Interest on the Loans cash Advances shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loanscash Advances, shall accrue at the rate otherwise applicable to the Loans plus be increased by three hundred (300) basis points. All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans cash Advances shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) Interest a. All computations of interest on the Loans Term Loan shall be calculated made on the basis of a year of three hundred sixty (360) days but charged for day year and the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the LoansTerm Loan, shall accrue at the rate otherwise applicable option of Lender, be equal to the Loans plus three hundred seven percent (3007%) basis pointsper annum (“Default Rate”). All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees Borrowers agree that the default rate Default Rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penaltypenalty and that interest accruing at the Default Rate is payable on demand. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans Term Loan shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency d. Borrowers shall not be obligated to pay and Lender shall not collect interest at a rate higher than the maximum permitted by law or event whatsoever shall the aggregate maximum that will not subject Lender to any civil or criminal penalties. If, because of all amounts deemed the acceleration of maturity the payment of interest hereunder and charged in advance or collected pursuant any other reason, Borrowers are required, under the provisions of any Loan Document or otherwise, to the terms of this Agreement exceed the highest pay interest at a rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable such maximum rate, Lender the rate of interest under such provisions shall apply, in its sole discretion, immediately and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the such maximum rate permitted and any payment made in excess of such maximum rate, together with interest thereon at the rate provided herein from the date of such payment, shall be immediately and automatically applied to the reduction of the unpaid principal balance of the Term Loan as of the date on which such excess payment was made. If the amount to be so applied to reduction of the unpaid principal balance exceeds the unpaid principal balance, the amount of such excess shall be refunded by such lawLender to Borrowers.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, Loans shall accrue at the rate otherwise applicable to the Loans plus three be increased by two hundred (300200) basis points. All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) a. Interest on the Loans Advances shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, Loans shall accrue at the rate otherwise applicable to the Loans plus three be increased by four hundred (300400) basis points. All such increases may, at the election of the Administrative Agent, be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty five or three hundred sixty six (360365/366) days days, as applicable, but charged for the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus three be increased by four hundred (300400) basis points. All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) ​ a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed.. ​ (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the LoansLoans may, shall accrue at the rate otherwise applicable to option of the Loans plus three Lender, be increased by five hundred (300500) basis points; provided that such increase in interest rate shall automatically become effective upon the occurrence and during the continuation of an Event of Default described in Section 8.1(j), 8.1(k) or 8.1(l). All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower ▇▇▇▇▇▇▇▇ agrees that the default rate payable to Lenders Lender is a reasonable estimate of ▇▇▇▇▇▇’s damages suffered by Lenders and is not a penalty.. ​ (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar.. ​ (d) In ▇. ▇▇ no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.. ​

Additional Interest Provisions. (a) Interest a. All computations of interest on the Loans shall be calculated made on the basis of a year of three hundred sixty (360) days but charged for day year and the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus three option of Lender, be increased by five hundred (300500) basis pointspoints (“Default Rate”). All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees Borrowers agree that the default rate Default Rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penaltypenalty and that interest accruing at the Default Rate is payable on demand. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency d. Borrowers shall not be obligated to pay and Lender shall not collect interest at a rate higher than the maximum permitted by law or event whatsoever shall the aggregate maximum that will not subject Lender to any civil or criminal penalties. If, because of all amounts deemed the acceleration of maturity the payment of interest hereunder and charged in advance or collected pursuant any other reason, Borrowers are required, under the provisions of any Loan Document or otherwise, to the terms of this Agreement exceed the highest pay interest at a rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable such maximum rate, Lender the rate of interest under such provisions shall apply, in its sole discretion, immediately and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the such maximum rate permitted and any payment made in excess of such maximum rate, together with interest thereon at the rate provided herein from the date of such payment, shall be immediately and automatically applied to the reduction of the unpaid principal balance of the Term Loan as of the date on which such excess payment was made. If the amount to be so applied to reduction of the unpaid principal balance of the Term Loan exceeds the unpaid principal balance, the amount of such excess shall be refunded by such lawLender to Borrowers.

Additional Interest Provisions. (a) Interest on the Loans Loan shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. The date of funding of an Advance shall be included in the calculation of interest. The date of payment with respect to an Advance shall be excluded from the calculation of interest. (b) After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, Loan shall accrue at the rate otherwise applicable be equal to the Loans applicable Interest Rate plus three five hundred (300500) basis pointspoints (the “Default Rate”). All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Default Rate is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans Loan shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) Interest on the Loans Loans, regardless of the rate option, shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) All Loans not specifically designated by Borrowers, pursuant to the terms hereof or not requested in conformity with the terms hereof, shall be Base Rate Loans. No LIBOR Based Rate Loans shall be requested by Borrowers or made available by Agent if a Default or an Event of Default has occurred and is continuing hereunder. (c) After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at regardless of the rate otherwise applicable option, and all fees for Letters of Credit shall, upon written direction to Agent from Majority Lenders, be increased to, as applicable, the Loans plus Revolving Credit Base Rate or Term Loan Base Rate PLUS three hundred (3003) basis points. All such increases may, at the election of the Administrative Agent, percentage points and may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders is a reasonable estimate The Agent will give Borrowers subsequent written notice of damages suffered by Lenders and is not a penaltysuch increase. (cd) All LIBOR Based Rate Loans shall automatically convert to Base Rate Loans, upon the occurrence of an Event of Default and written notice from Agent of such conversion, subject to Lenders' rights under Section 2.8(c). (e) All contractual rates of interest chargeable on outstanding principal under the Loans Loans, regardless of the rate option, shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (df) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has permers have charged or received interest hereunder in excess of the highest applicable rate, Lender Lenders shall apply, in its their sole discretion, and set off such excess interest received by Lender Lenders against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) a. Interest on the Loans Obligations shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. 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. The applicable Base Rate, Daily SOFR Rate or Adjusted Term SOFR shall be determined by Agent, and such determination shall be conclusive absent clearly manifest error. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the LoansObligations, shall accrue at the rate otherwise applicable to the Loans plus three hundred (300) be increased by basis points. All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees Companies agree that the default rate payable to Agent and Lenders is a reasonable estimate of Agent’s and ▇▇▇▇▇▇▇’ damages suffered by Lenders and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans Obligations shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has Lenders have charged or received interest hereunder in excess of the highest applicable rate, Lender Lenders shall apply, in its Agent’s sole discretion, and set off such excess interest received by Lender Lenders against other Obligations due or to become due in accordance with Section 2.6 or Section 8.5, as applicable, and such rate shall automatically be reduced to the maximum rate permitted by such law. e. If any provision of this Agreement would oblige Companies to make any payment of interest or other amount payable to Agent and Lenders in an amount or calculated at a rate which would result in a receipt by Agent and Lenders 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 applicable law or so result in a receipt by that Agent and Lenders of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: first, by reducing the amount or rate of interest; and thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to Agent and Lenders which would constitute interest for purposes of section 347 of the Criminal Code (Canada). f. Each Interest Period shall begin on the date the applicable Advance or loan is made or continued as an Advance or loan bearing interest at Adjusted Term SOFR, and shall expire at the end of the applicable Interest Period; (b) if any Interest Period begins on the last day of a calendar month or on a day for which there is no numerically corresponding day in the calendar month at its end, or if such corresponding day falls after the last Business Day of the end month, then the Interest Period shall expire on the end month’s last Business Day; and if any Interest Period would otherwise expire on a day that is not a Business Day, the period shall expire on the next Business Day; and (c) no Interest Period shall extend beyond the Maturity Date.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsedelapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year). Each determination by Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at hereunder (and after giving of any required notice and the election expiration of the Administrative Agentany applicable cure period), the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus three be increased by five hundred (300500) basis points. All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the such Event of Default. Borrower agrees that the default rate payable to Lenders Lender is a reasonable estimate of ▇▇▇▇▇▇’s damages suffered by Lenders and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law. e. With respect to Term SOFR the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, the Lender shall provide the Borrower with written notice of any such Conforming Changes reasonably promptly after the Lender determines that such changes are necessary. Any amendments implementing such Conforming Changes shall become effective on the date specified in the notice, and no further action or consent of the Borrower shall be required to effect such amendments; provided, however, that the Lender shall consider any reasonable requests by the Borrower for modifications to such amendments and will use commercially reasonable efforts to accommodate such requests. f. If Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Lender or its applicable lending office to make, maintain or fund or charge interest with respect to any borrowing, or to determine or charge interest rates based upon Term SOFR, then, upon notice thereof by Lender to Borrower, any obligation of Lender to make Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended until ▇▇▇▇▇▇ notifies Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, Borrower shall, upon demand from Lender, convert all Term SOFR Loans to Base Rate Loans on the next Business Day, if Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if Lender may not lawfully continue to maintain such Term SOFR Loans. g. [Reserved.] (a) If in connection with any request for a Term SOFR Loan or a conversion to Term SOFR Lender reasonably determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 2.4(h)(b) below, and the circumstances under clause (i) of (h)(b) below or the Scheduled Unavailability Date has occurred (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) Lender determines that for any reason (which determination shall be conclusive absent manifest error) that Term SOFR with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to the Lender of funding such Term SOFR Loan, Lender will promptly so notify the Borrower. Thereafter, the obligation of the Lender to make or maintain Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans) until the Lender revokes such notice. Upon receipt of such notice, (i) Borrower may revoke any pending request for a Borrowing of or conversion, as applicable, Term SOFR Loans (to the extent of the affected Term SOFR Loans) or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if Lender determines (which determination shall be conclusive absent manifest error), or Borrower notifies the Lender that ▇▇▇▇▇▇▇▇ has determined, that: (i) adequate and reasonable means do not exist for ascertaining Term SOFR including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Lender or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month and three month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to Lender, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by Lender (any such date, the “Term SOFR Replacement Date”), which date shall be, in the case of Term SOFR Loans, on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (y) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR for any payment period for interest calculated that can be determined by the Lender, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (A) if Lender determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (B) if the events or circumstances of the type described in clause (b)(i) or (ii) above have occurred with respect to the Successor Rate then in effect, then in each case, Lender and Borrower may amend this Agreement and the other Loan Documents solely for the purpose of replacing Term SOFR, or any then current Successor Rate in accordance with this section (h) at the relevant interest payment date or payment period (or, in the case of a daily floating interest rate, upon the effectiveness of such amendment) for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated bilateral credit facilities executed in the United States for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated bilateral credit facilities executed in the United States for such benchmark, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Lender from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Lender will promptly (in one or more notices) notify the Borrower of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Lender, such Successor Rate shall be applied in a manner as otherwise reasonably determined by Lender. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, ▇▇▇▇▇▇ will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, Lender shall provide each such amendment implementing such Conforming Changes to Borrower reasonably promptly after such amendment becomes effective.

Additional Interest Provisions. (a) Interest on the Loans shall be calculated based on the basis of a year of three hundred sixty (360) days but day year and charged for the actual number of days elapsed. (b) After the occurrence and during the continuance of an Event of Default hereunder, Agent may, and shall at the election direction of the Administrative AgentMajority Lenders, increase the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the including amounts drawn and not yet reimbursed under Letters of Credit, to a rate otherwise applicable equal to the Loans plus three hundred (300) basis points. All such increases may, at the election points in excess of the Administrative Agent, be applied retroactively to the date of the occurrence of the Event of Defaultapplicable interest rate ("Default Rate"). Borrower agrees that the default rate payable to Lenders Default Rate is a reasonable estimate of Lenders’ damages suffered by Lenders and is not a penalty. (c) Borrower shall not request and Lenders shall not make any LIBOR Rate Loans while an Event of Default exists. (d) All contractual rates of interest chargeable on outstanding principal under the Loans Loans, shall continue to accrue and be paid even after Default, an a Default or Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (de) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has Lenders have charged or received interest hereunder in excess of the highest applicable rate, Lender Agent, on behalf of Lenders, shall apply, in its sole discretion, apply and set off such excess interest received by Lender Lenders against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus three be increased by four hundred (300400) basis points. All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Lender is a reasonable estimate of Lender’s damages suffered by Lenders and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

Additional Interest Provisions. (a) a. Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed. (b) b. After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus three be increased by four hundred (300400) basis points. All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders Lender is a reasonable estimate of Lender's damages suffered by Lenders and is not a penalty. (c) c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law. e. Borrower hereby authorizes Lender to automatically deduct from any deposit account of Borrower the amount of any applicable loan payment including all payments of interest, principal and other sums due (“Automatic Payment”), from time to time, under this Agreement and/or any Note. If the funds in the account are insufficient to cover any payment due, Lender is not obligated to advance funds to cover the payment; however, Lender has the sole and absolute discretion to make such an advance to cover the payment and may charge Borrower's loan account for such advance. The failure of Lender so to charge any account or to give any such notice does not affect the obligation of Borrower or Guarantor to pay interest, principal or other sums as provided herein, in any Note or in any Guaranty executed by a Guarantor. At any time and for any reason, the Lender may terminate the Automatic Payment.

Additional Interest Provisions. (a) Interest on All computations of interest for the Loans accruing interest based on LIBOR shall be calculated made on the basis of a year of three hundred sixty (360) 360 days but charged and calculated for actual days elapsed. All computations of interest for the Loans accruing interest based on ABR shall be made on the basis of a year of 365/366 days and calculated for actual number of days elapsed. (b) After the occurrence and during the continuance of an a Default or Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus three hundred (300) basis pointsshall be increased to the Default Rate. All such increases may, at the election of the Administrative Agent, may be applied retroactively to the date of the occurrence of the Default or Event of Default. Borrower agrees that the default rate Default Rate payable to Lenders is a reasonable estimate of Lenders’ damages suffered by Lenders and is not a penalty. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. (d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has Administrative Agent and Lenders have charged or received interest hereunder in excess of the highest applicable rate, Lender Administrative Agent shall apply, in its sole discretion, and set off such excess interest received by Lender Administrative Agent and Lenders against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.