Common use of Computation of Interest, Fees, Yield Protection Clause in Contracts

Computation of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days. Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate setting forth in reasonable detail the calculation of the amount or amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.9, submitted to Borrower Agent by Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error; provided that such certificate from each such Lender or Issuing Bank shall contain a certification to Borrowers that such Lender or Issuing Bank is generally requiring reimbursement for the relevant amounts from similarly situated borrowers under comparable syndicated credit facilities. The Borrowers shall pay such amounts to the appropriate party within 30 days following receipt of the certificate.

Computation of Interest, Fees, Yield Protection. All Except as otherwise expressly provided in the immediately following sentence, all interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days. Interest calculated pursuant to clause (a) of the definition of Base Rate set forth in Section 1.1 shall be computed for the actual days elapsed, based on a year of 365 or 366 days, as applicable. Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All Unless otherwise required by Applicable Law, all fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate setting forth in reasonable detail the calculation of the amount or any amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.9, submitted to Borrower Agent by Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error; provided that such certificate from each such Lender or Issuing Bank shall contain a certification to Borrowers that such Lender or Issuing Bank is generally requiring reimbursement for the relevant amounts from similarly situated borrowers under comparable syndicated credit facilities. The , and Borrowers shall pay such amounts to the appropriate party within 30 10 days following receipt of the certificate.

Computation of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days, except that interest accrued on Base Rate Loans shall be based on a year of 365 or 366 days, as the case may be. Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebaterebate or refund, refund nor subject to proration except as specifically provided herein or prorationin separate documentation entered into between or among the relevant parties thereto, including the Fee Letters. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of moneymoney for purposes of applicable usury laws. A certificate setting forth in reasonable detail the calculation of the amount or as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.9, submitted to Borrower Agent Borrowers by Agent or the affected Lender, as applicable, describing in reasonable detail the basis and calculation of such amounts, shall be final, conclusive and binding for all purposes, absent manifest error; provided that such certificate from each such Lender or Issuing Bank shall contain a certification to Borrowers that such Lender or Issuing Bank is generally requiring reimbursement for the relevant amounts from similarly situated borrowers under comparable syndicated credit facilities. The Borrowers Borrowers’ obligations under this paragraph shall pay such amounts to survive the appropriate party within 30 days following receipt termination of the certificateRevolver Commitments and the repayment of all other Obligations.

Computation of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days, except that interest accrued on Base Rate Loans (including Base Rate Loans determined by reference to Daily Simple SOFR) shall be based on a year of 365 or 366 days, as the case may be. Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, presumed correct absent manifest error. All fees shall be fully earned when due and shall not be subject to rebaterebate or refund, refund nor subject to proration except as specifically provided herein or prorationin separate documentation entered into between or among the relevant parties thereto, including theany Fee Letter. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of moneymoney for purposes of applicable usury laws. A certificate setting forth in reasonable detail the calculation of the amount or as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 3.8 or 5.95.8, submitted to Borrower Agent by Agent or the affected Lender, as applicable, describing in reasonable detail the basis and calculation of such amounts, shall be final, conclusive and binding for all purposes, presumed correct absent manifest error; provided that such certificate from each such Lender or Issuing Bank . Borrowers’ obligations under this paragraph shall contain a certification to Borrowers that such Lender or Issuing Bank is generally requiring reimbursement for survive the relevant amounts from similarly situated borrowers under comparable syndicated credit facilities. The Borrowers shall pay such amounts to the appropriate party within 30 days following receipt termination of the certificateCommitments and the repayment of all other Obligations.

Computation of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days, except that interest accrued on Base Rate Loans (including Base Rate Loans determined by reference to Daily Simple SOFR) shall be based on a year of 365 or 366 days, as the case may be. Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, presumed correct absent manifest error. All fees shall be fully earned when due and shall not be subject to rebaterebate or refund, refund nor subject to proration except as specifically provided herein or prorationin separate documentation entered into between or among the relevant parties thereto, including any Fee Letter. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of moneymoney for purposes of applicable usury laws. A certificate setting forth in reasonable detail the calculation of the amount or as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 3.6 or 5.95.8, submitted to Borrower Agent by Agent or the ​ ​ AMERICAS/2024146412.5 ​ affected Lender, as applicable, describing in reasonable detail the basis and calculation of such amounts, shall be final, conclusive and binding for all purposes, presumed correct absent manifest error; provided that such certificate from each such Lender or Issuing Bank . Borrowers' obligations under this paragraph shall contain a certification to Borrowers that such Lender or Issuing Bank is generally requiring reimbursement for survive the relevant amounts from similarly situated borrowers under comparable syndicated credit facilities. The Borrowers shall pay such amounts to the appropriate party within 30 days following receipt termination of the certificateCommitments and the repayment of all other Obligations.

Computation of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days. Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate setting forth in reasonable detail the calculation of the amount or as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.9, 5.8 that is submitted to Borrower Agent by Agent or the affected Lender, as applicable, Lender shall be final, conclusive and binding for all purposes, absent manifest error; provided that such certificate from each such Lender or Issuing Bank shall contain a certification to Borrowers that such Lender or Issuing Bank is generally requiring reimbursement for the relevant amounts from similarly situated borrowers under comparable syndicated credit facilities. The , and Borrowers shall pay such amounts to the appropriate party within 30 days 10 Business Days following receipt of the certificate. Notwithstanding anything to the contrary in any Loan Document, no Borrower shall be obligated to pay any amounts and no amounts shall accrue on any overdue amount or other amount payable to any Defaulting Lender hereunder so long as such Lender shall be a Defaulting Lender.

Computation of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days, except that interest accrued on Base Rate Loans shall be based on a year of 365 or 366 days, as the case may be. Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, presumed correct absent manifest error. All fees shall be fully earned when due and shall not be subject to rebaterebate or refund, refund nor subject to proration except as specifically provided herein or prorationin separate documentation entered into THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 70 between or among the relevant parties thereto, including the Fee Letter. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of moneymoney for purposes of applicable usury laws. A certificate setting forth in reasonable detail the calculation of the amount or as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 3.8 or 5.95.8, submitted to Borrower Agent by Agent or the affected Lender, as applicable, describing in reasonable detail the basis and calculation of such amounts, shall be final, conclusive and binding for all purposes, presumed correct absent manifest error; provided that such certificate from each such Lender or Issuing Bank . Borrowers' obligations under this paragraph shall contain a certification to Borrowers that such Lender or Issuing Bank is generally requiring reimbursement for survive the relevant amounts from similarly situated borrowers under comparable syndicated credit facilities. The Borrowers shall pay such amounts to the appropriate party within 30 days following receipt termination of the certificateCommitments and the repayment of all other Obligations.

Computation of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days. Each determination by Agent Lender of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. All fees payable under Section 3.2 shall be in addition to any other fees, costs or expenses payable pursuant to any Loan Document and each of the fees described in Section 3.2 constitute part of the Obligations and shall be deemed earned in full on the date when the same is due and payable hereunder and shall not be subject to rebate or proration upon termination of this Agreement for any reason. A certificate setting forth in reasonable detail the calculation of the amount or as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.95.8, submitted to Borrower Agent by Agent or the affected Lender, as applicable, Lender shall be final, conclusive and binding for all purposes, absent manifest error; provided that such certificate from each such Lender or Issuing Bank shall contain a certification to Borrowers that such Lender or Issuing Bank is generally requiring reimbursement for the relevant amounts from similarly situated borrowers under comparable syndicated credit facilities. The , and Borrowers shall pay such amounts to the appropriate party within 30 10 days following receipt of the certificate.