Common use of Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate Clause in Contracts

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code of the United States or other applicable Debtor Relief Law, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Article VIII. The Company’s obligations under this paragraph shall survive the termination of all commitments and the repayment of all Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case 81 ‌ DB3/ 201344542.8 ​ ​ ​ of interest in respect of Committed Loans denominated in the Alternative Currencies if Currency as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrowers or for any other reason, the Company Borrowers or the Lenders determine that (i) the Consolidated Total Net Combined Senior Secured Leverage Ratio as calculated by the Company Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Combined Senior Secured Leverage Ratio would have resulted in higher pricing for such period, the Company Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrowers under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuers), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuers, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.07(b) or under Article VIII. The Company’s Borrowers' obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations interest hereunder shall be computed on the basis of a year of 360 days (or in the case of interest for Base Rate Loans (including Base Rate Loans determined computed by reference to the LIBOR Base Rate or Term SOFR) and Loans denominated in Canadian Dollars at times when the Base Rate is based on the Prime Rate, such interest shall be made computed on the basis of a year of 365 days (or 366 days, as the case may bedays in a leap year)), and actual days elapsed. All other computations of fees and interest in each case shall be made on payable for the basis actual number of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the basis outstanding principal amount of a 365-day year)such Loan as of the applicable date of determination. The applicable Base Rate, or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practiceor Adjusted Term SOFR shall be determined by Agent. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Parent or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio Financial Covenant used in the definition “Applicable Rate” as calculated by the Company Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio such Financial Covenant would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.05(b) or under Article VIII. The CompanyBorrower’s obligations under this paragraph shall survive for a one-year period following the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of fees and interest for Base Rate on ABR Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars shall be made calculated on the basis of a year of 365 days, or 366 daysdays during a leap year, as for the case may be, and actual number of days elapsed. All other computations of fees and interest on Libor Loans shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if Currency as which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.10(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reasonCompany, the Company or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.06(b) or under Article VIII. The Company’s Borrowers’ obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of interest for Eurocurrency Rate Loans at the CDOR Rate or Term SOFR) and Loans denominated in Canadian Dollars BBSY shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if (other than Canadian Dollars) as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. ​ (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically ​ ​ and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Company’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurodollar Rate) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 three hundred sixty-five (365) or 366 three hundred sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred sixty (360-) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred sixty-five (365) day year or a three hundred sixty-six (366) day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that provided, that, any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower or the Lenders Administrative Agent reasonably determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate inaccurate, and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately promptly and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, the applicable L/C Issuers or the Swing Line Lender, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.03, Section 2.08(b) or under Article VIII. The CompanyBorrower’s obligations under this paragraph shall survive the termination of all commitments and the repayment of all Obligations hereunderTermination Date.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations interest hereunder shall be computed on the basis of a year of 360 days (or in the case of interest for Base Rate Loans (including Base Rate Loans determined computed by reference to the LIBOR Base Rate or Term SOFR) and Loans denominated in Canadian Dollars at times when the Base Rate is based on the Prime Rate, such interest shall be made computed on the basis of a year of 365 days (or 366 days, as the case may bedays in a leap year)), and actual days elapsed. All other computations of fees and interest in each case shall be made on payable for the basis actual number of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on including the basis of a 365-first day yearbut excluding the last day), or, in the case of except that interest in respect of on Loans denominated in any Alternative Currencies if Currency as to which market practice differs from the foregoing, foregoing shall be computed in accordance with market practice for such market practiceLoans. All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable Base Rate, Adjusted Daily Simple SOFR, Adjusted Term SOFR or Adjusted Alternative Currency Term Rate shall be determined by Agent. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio Financial Covenant used in the definition “Applicable Rate” as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio such Financial Covenant would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by Agent, any Lender or the Administrative Agent or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of Agent, any Lender or the Administrative Agent or any LenderL/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The CompanyBorrower’s obligations under this paragraph shall survive for a one-year period following the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Revolving Loans denominated in Alternative Currencies if as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower and its Subsidiaries or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Total Net Funded Debt Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate in a material respect and (ii) a proper calculation of the Consolidated Total Net Funded Debt Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on within ten (10) days of written demand by the Administrative Agent (or, after the occurrence of an actual or deemed the entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.07(b) or under Article VIII. The CompanyBorrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest based on the Eurocurrency Rate (other than with respect to Base Rate Loans) will be made by the Administrative Agent on the basis of a year of 360 days, except that (i) with respect to any Loan denominated in Sterling such computations will be made by the Administrative Agent on the basis of a year of 365 days and (ii) with respect to any Loan denominated in an Alternative Currency (other than Sterling and Euro) such computations will be made by the Administrative Agent in accordance with market practice for such Alternative Currency, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. All computations of interest in respect of Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars shall of facility fees and letter of credit commission will be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and for the actual number of days elapsed. All other computations of fees and interest shall be made on (including the basis of a 360-first day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on but excluding the basis of a 365-day year), or, last day) occurring in the case of period for which such interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one dayfees are payable. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBO Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower or the Lenders Administrative Agent determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable any Debtor Relief Law, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuers), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuers, as the case may be, under Sections 2.04(c)(iii), 2.04(h) or 2.09(b) or under Article VIII. The CompanyBorrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Euro or any Alternative Currencies if Currency as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company German Borrower or for any other reason, the Company German Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company German Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company either Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief Law, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The CompanyEach Borrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans based on clause (including b) of the definition of “Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars Rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Loans denominated in Alternative Currencies if (other than RMB) as to which generally accepted market practice differs from the foregoing, in accordance with such generally accepted market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Applicable Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. The Applicable Agent shall, at the request of the Borrower Representative, deliver to the Borrower Representative a statement showing the quotations used by the Applicable Agent in determining any interest rate hereunder. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Holdings or for any other reason, the Company Parent Borrower or the Lenders determine that (i) the Consolidated Total First Lien Net Leverage Ratio as calculated by the Company Parent Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio such ratio would have resulted in higher pricing interest and/or fees for such any period, the Company applicable Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action with any such demand by the Administrative Agent or any Lenderbeing excused), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph clause shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe applicable L/C Issuer, as the case may be, under Article VIIISection 2.03(d)(iii), Section 2.03(h) or (i). The Company’s obligations Except in any case where a demand is excused as provided above, any additional interest and fees under this paragraph Section 2.10(b) shall survive not be due and payable until a demand is made for such payment by the termination Administrative Agent and accordingly, any nonpayment of all commitments such interest and fees as result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the repayment Default Rate, in each case at any time prior to the date that is five Business Days following such demand. (c) For purposes of all Obligations hereunderthe Interest Act (Canada), (i) whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by 360 or 365, as the case may be, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement, and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The CompanyBorrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in an Alternative Currencies if Currency or Specified Currency as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company WFS or any Restricted Subsidiary or for any other reason, the Company Borrowers or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the applicable L/C-BA Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrowers under the Bankruptcy Code of the United States or other applicable any Debtor Relief Law, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C-BA Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C-BA Issuer, as the case may be, under Section 2.03(d)(iii), 2.03(i), (j) or (k) or 2.08(b) or under Article VIII. The Company’s Borrowers’ obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, Lender promptly on demand by the Administrative Agent Lender (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or Lender under any Lender, as the case may be, under Article VIIIother provision of this Agreement. The CompanyBorrower’s obligations under this paragraph shall survive the termination of all commitments the Revolving Commitment and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and Loans for loans denominated in Canadian Dollars Alternative Currencies shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed, or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in an Alternative Currencies if Currency or Specified Currency as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company WFS or any Restricted Subsidiary or for any other reason, the Company Borrowers or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the applicable L/C-BA Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrowers under the Bankruptcy Code of the United States or other applicable any Debtor Relief Law, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C-BA Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C-BA Issuer, as the case may be, under Section 2.03(d)(iii), 2.03(i), (j) or (k) or 2.08(b) or under Article VIII. The Company’s Borrowers’ obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day 365‑day year), ) or, in the case of interest in respect of Revolving Credit Loans denominated in Alternative Currencies if as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Domestic Borrower or for any other reason, the Company Domestic Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Domestic Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.03(c)(iii), Section 2.03(h) or Section 2.08(b) or under Article VIII. The CompanyEach Borrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurodollar Rate) and Loans denominated in Canadian Dollars determined by using Bank of America’s prime rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.09(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Debt to Capitalization Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Debt to Capitalization Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.06(b) or under Article VIII. The CompanyBorrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of fees and interest for Base Rate on ABR Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars shall be made calculated on the basis of a year of 365 days, or 366 daysdays during a leap year, as for the case may be, and actual number of days elapsed. All other computations of fees and interest on Libor Loans shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if Currency as which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.10(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reasonCompany, the Company or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.06(b) or under Article VIII. The Company’s Borrowers’ obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Revolving Credit Loans denominated in Alternative Currencies if as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent (or, if applicable, the Swing Line Lender or applicable L/C Issuer) of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Company’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunderhereunder for a period of thirty (30) days after the date of the public filing of the Company’s annual audited financial statements that include the period during which such termination and repayment occurred.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies if as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Total Net Funded Debt Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate in a material respect and (ii) a proper calculation of the Consolidated Total Net Funded Debt Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on within ten (10) days of written demand by the Administrative Agent (or, after the occurrence of an actual or deemed the entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.07(b) or under Article VIII. The CompanyBorrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and Loans denominated in Canadian Dollars shall be made on the basis of actual days elapsed in a 365 day year of 365 or 366 daysday year, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Multicurrency Revolving Credit Loans denominated in Alternative Currencies if as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company applicable Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or similar law in any other applicable Debtor Relief Lawjurisdiction, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII8. The Company’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base based on the Prime Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Revolving Credit Loans denominated in Alternative Currencies if Currencies, the applicable market practice differs from for such Alternative Currency, which shall be either on the foregoingbasis of a year of a 365 or 366 days or a 360-day year (it being understood that, in accordance with the case of interest computed by reference to the Daily Simple ▇▇▇▇▇, such market practiceinterest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to notwithstanding Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower, the Administrative Agent or the Required Lenders determine that (i) the Consolidated Total Secured Net Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Secured Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Sections 2.03(h), 2.08(b), 2.09(a) or under Article VIII8. The CompanyBorrower’s obligations under this paragraph Section 2.10(b) shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunderhereunder for 90 days after such termination and repayment.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and for Eurocurrency Rate Loans denominated in Canadian Dollars Sterling shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day 360day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day 365day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if Currencies, Australian Dollars or New Zealand Dollars, as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIIIIX. The Company’s obligations under this paragraph shall survive the termination of the Commitments of all commitments of the Lenders and the repayment of all other Obligations hereunder.. xciv CHAR1\1792192v4

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Eurocurrency Rate or Term SOFR, as applicable) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The CompanyBorrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and for Eurocurrency Rate Loans denominated in Canadian Dollars Sterling shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if Currencies, Australian Dollars or New Zealand Dollars, as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIIIIX. The Company’s obligations under this paragraph shall survive the termination of the Commitments of all commitments of the Lenders and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base based on the Prime Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Revolving Credit Loans denominated in Alternative Currencies if Currencies, the applicable market practice differs from for such Alternative Currency, which shall be either on the foregoing, in accordance with such market practicebasis of a year of a 365 or 366 days or a 360-day year. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to notwithstanding Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower, the Administrative Agent or the Required Lenders determine that (i) the Consolidated Total Net Senior Secured Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Senior Secured Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Sections, 2.03(h), 2.08(b), 2.09(a) or under Article VIII8. The CompanyBorrower’s obligations under this paragraph Section 2.10(b) shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunderhereunder for 90 days after such termination and repayment.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and for Alternative Currency Loans (other than such Loans denominated in Canadian Dollars Euro) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed, or in the case of interest denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. All other computations of fees and interest, including those with respect to Term SOFR Loans and Alternative Currency Loans denominated in Euro, shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reasonreason (other than a restatement or adjustments due to a change in GAAP or the application thereof, to the extent permitted hereunder), the Company or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Company’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunderhereunder (the “Termination Date”) but shall terminate on the first anniversary of the Termination Date.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.08(b) or under Article VIII. The Company’s Borrower's obligations under this paragraph shall survive for one year after the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Paying Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Paying Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Paying Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Paying Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of any Agent, any Lender or the Administrative Agent or any LenderL/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIIIIX. The CompanyBorrower’s obligations under this paragraph shall survive the termination of the Commitments of all commitments of the Lenders and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Revolving Credit Loans denominated in Alternative EurosAlternative Currencies if as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company US Borrower or for any other reason, the Company US Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company such Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company either Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Company’s Borrowers’ obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Multicurrency Revolving Credit Loans denominated in Alternative Currencies if as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower, the Administrative Agent or the Required Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII8. The CompanyBorrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-360 day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-365 day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided , provided, that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment revision to the financial statements of the Company any Borrowing Base Certificate or for any other reason, the Company Borrowers or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio Average Daily Availability as calculated by the Company Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio Average Daily Availability would have resulted in higher pricing for such period, (A) the Company Borrowers shall immediately deliver to the Administrative Agent a corrected Borrowing Base Certificate for the applicable period, (B) the Applicable Rate shall be recalculated with the Average Daily Availability at the corrected level and (C) the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders, promptly on demand by the Administrative Agent (orSwing Line Lender or the applicable L/C Issuer, after as the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code of the United States or other applicable Debtor Relief Law, automatically and without further action by the Administrative Agent or any Lender)case may be, an amount equal to the ACTIVE 61134624v18 86 excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Revolving Credit Lender or any Lenderthe applicable L/C Issuer, as the case may be, under Section 2.03(d), 2.09(c) or 2.03(k), or 2.08(b) or under Article VIII. The Company’s Borrowers’ obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other ABL Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Term Loans denominated in Alternative Currencies Sterling if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Term Loan for the day on which the Term Loan is made, and shall not accrue on a Term Loan, or any portion thereof, for the day on which the Term Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.09(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief Law, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Article VIII. The CompanyEach Borrower’s obligations under this paragraph shall survive the termination of all commitments and the repayment of all Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and Loans denominated in Canadian Dollars for Alternative Currency Loans, shall be made on the basis of actual days elapsed in a 365 day year of 365 or 366 daysday year, as the case may be, and actual days elapsedor, in the case of interest in respect of Alternative Currency Loans as to which market practice differs from the foregoing, in accordance with such market practice. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Multicurrency Revolving Credit Loans denominated in Alternative Currencies if as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR QuotedAlternative Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (ba) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company applicable Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or similar law in any other applicable Debtor Relief Lawjurisdiction, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII8. The Company’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Prime Rate or Term SOFR) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if Currency as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Article VIII. The CompanyBorrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunderhereunder for a period of thirty (30) days after the date of the public filing of the Borrower’s annual audited financial statements that include the period during which such termination and repayment occurred.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies if as to which market practice differs from the foregoing, in accordance with such market practice. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by For purposes of calculating any fees due hereunder, in the Administrative Agent case of an interest rate any Escalating Credits issued or fee hereunder shall outstanding hereunder, the Aggregate Tranche 1 Commitments will be conclusive and binding for deemed to be utilized in respect of such Escalating Credits in the aggregate amount equal to the maximum aggregate amount available to be drawn under all purposes, absent manifest errorsuch Escalating Credits (after giving effect to all increases). (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the 56 sf-3344711 Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Company’s obligations of the Borrowers under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder until the first anniversary of such termination and repayment. (c) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. (d) Each determination by the Administrative Agent of an interest rate or fee payable by the Borrowers hereunder, in the absence of manifest error, shall be conclusive and binding upon all parties hereto. Notwithstanding the foregoing, in the event that, as a result of any reconciliation of the Administrative Agent’s record of outstanding Letters of Credit pursuant to Section 2.03(m) or otherwise, the Administrative Agent determines that there has been an underpayment or overpayment of any fees payable by the Borrowers hereunder, the Administrative Agent shall promptly notify the Borrowers, the L/C Issuers and the Tranche 1 Lenders thereof, and the Company shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent for the account of the L/C Issuers or the Tranche 1 Lenders, as the case may be (in the case of any underpayment) or the L/C Issuers or the Tranche 1 Lenders, as the case may be, shall pay to the Administrative Agent for the account of the Company or applicable Designated Borrower (in the case of any overpayment), any amount due as a result of such reconciliation, on the next regularly occurring payment date for such fee.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and for Alternative Currency Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of interest for Alternative Currency Loans shall be made on the basis of a year as set forth on Schedule 2.11 for such Alternative Currency and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Capitalization Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Capitalization Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately promptly and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.09(b) or under Article VIII. The Company’s obligations under this paragraph shall survive the termination of all commitments and the repayment of all Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Newpark or for any other reason, the Company Newpark or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Newpark as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrowers under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and pay without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Company’s Borrowers’ obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans that bear interest at a rate based on clause (including b) of the definition of “Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars Rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies if as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio (as defined in this Agreement prior to giving effect to Amendment No. 2) as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The CompanyBorrower’s obligations under this paragraph shall survive for two years past the date of the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), ) or, in the case of interest in respect of Revolving Credit Loans denominated in an Alternative Currencies if Currency as to which generally accepted market practice differs from the foregoing, in accordance with such generally accepted market practicepractice as determined by the Administrative Agent in accordance with its customary practices. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Holdings or for any other reason, the Company Parent Borrower or the Lenders determine that (i) the Consolidated Total First Lien Net Leverage Ratio as calculated by the Company Parent Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio such ratio would have resulted in higher pricing interest and/or fees for such any period, the Company Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrowers under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action with any such demand by the Administrative Agent or any Lenderbeing excused), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph clause shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe applicable L/C Issuer, as the case may be, under Section 2.03(d)(iii), Section 2.03(h) or (i), Section 2.08(b) or under Article VIII. The Company’s obligations Except in any case where a demand is excused as provided above, any additional interest and fees under this paragraph Section 2.10(b) shall survive not be due and payable until a demand is made for such payment by the termination Administrative Agent and accordingly, any nonpayment of all commitments such interest and fees as result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the repayment of all Obligations hereunderDefault Rate, in each case at any time prior to the date that is five Business Days following such demand.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including and Swing Line Loans, when the Base Rate Loans is determined by reference to the LIBOR Rate or Term SOFR) and Loans denominated in Canadian Dollars Bank of America’s “prime rate”, shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan and each Swing Line Loan for the day on which the Loan or Swing Line Loan is made, and shall not accrue on a Loan or Swing Line Loan, or any portion thereof, for the day on which the Loan or Swing Line Loan or such portion is paid; provided that any Loan or Swing Line Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the consolidated financial statements of the Company Parent or for any other reason, the Company Borrowers or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company applicable Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company such Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid by such Borrower for such period over the amount of interest and fees actually paid by such Borrower for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The CompanyEach Borrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Base Rate) and all computations for interest on Loans denominated in Canadian Dollars Sterling shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Required Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Article VIIIthis Agreement. The Company’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and Eurocurrency Rate Loans denominated in Canadian Dollars determined by reference to the CDOR Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Dollars or any Alternative Currencies if Currency as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief Law, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The CompanyEach Borrower’s obligations under this paragraph shall survive the termination of all commitments the aggregate Revolving Credit Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFR) and all Alternative Currency Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed, or, in the case of interest in respect of Alternative Currency Loans as to which market practice differs from the foregoing, in accordance with such market practice. All other computations of fees and interest shall be made on the basis of a 360-day 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day 365‑day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Domestic Borrower or for any other reason, the Company Domestic Borrower or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Domestic Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company any Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.03(c)(iii), Section 2.03(h) or Section 2.08(b) or under Article VIII. The CompanyEach Borrower’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the LIBOR Rate or Term SOFR) Bank of America’s “prime rate” and all computations for interest on Loans denominated in Canadian Dollars Sterling shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Required Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIIIIX. The Company’s obligations under this paragraph shall survive the termination of all commitments the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans interest, fees and any other applicable amounts computed based on the number of days (including Base Rate Loans determined by reference any fees payable pursuant to the LIBOR Rate or Term SOFRany Fee Letter and any Lender Fee Letter) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrower or for any other reason, the Company Borrower or the Lenders determine at any time prior to the Maturity Date that (i) the Consolidated Total Net Leverage Ratio as calculated by the Company Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Company Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrower under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The CompanyBorrower’s obligations under this paragraph shall survive until the termination of all commitments and the repayment of all Obligations hereunderMaturity Date.

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate or Term SOFREurocurrency Rate) and Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in the Alternative Currencies if Currency as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; , provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Company Borrowers or for any other reason, the Company Borrowers or the Lenders determine that (i) the Consolidated Total Net Combined Senior Secured Leverage Ratio as calculated by the Company Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Combined Senior Secured Leverage Ratio would have resulted in higher pricing for such period, the Company Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersLenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company Borrowers under the Bankruptcy Code of the United States or other applicable Debtor Relief LawStates, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.07(b) or under Article VIII. The Company’s Borrowers’ obligations under this paragraph shall survive the termination of all commitments the Aggregate Commitments and the repayment of all other Obligations hereunder.