SECTION # Computation of Interest and Fees

Section # Computation of Interest and Fees 8265

Section # Computation of Interest and Fees 122120

33 [Section 2.10]. Computation of Fees and Interest.

Computation. All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue. In the event the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate.

Computation. All interest hereunder shall be computed on the basis of a year of 360 days, except that # interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and # interest computed by reference to the Adjusted CDOR Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted CDOR Rate, Adjusted EURIBO Rate and Adjusted Term SOFR Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender entitled to such amount provided, however, that only the consent of the Required Lenders shall be necessary # to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or # to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

“Default Rate” means when used with respect to # a Base Rate Loan, an interest rate equal to # the Base Rate plus # the Applicable Rate for Base Rate Loans for the Facility under which such Loan was made plus # 2.00% per annum, # a Daily SOFR Loan, an interest rate equal to # Daily Simple SOFR plus # the Applicable Rate for Daily SOFR Loans for the Facility under which such Loan was made plus # 2.00% per annum, # a Term SOFR Loan, an interest rate equal to # Term SOFR plus # the Applicable Rate for Term SOFR Loans for the Facility under which such Loan was made plus # 2.00% per annum, # Letter of Credit Fees, a rate equal to the Applicable Rate then applicable to Letter of Credit Fees, plus 2.00% per annum and # Obligations other than Loans and Letter of Credit Fees, an interest rate equal to # the Base Rate, plus # the Applicable Rate for Base Rate Loans under the Revolving Credit Facility, plus # 2.00% per annum.

Retroactive Milestone Payments. For each Licensed Product, if Denali achieves a Milestone Event ​, or a ​, without having achieved the Milestone Event(s) of any ​, Denali shall owe the milestone payment(s) due retroactively at the time of achieving the subsequent Milestone Event(s) (the “Retroactive Payment”). Any Retroactive Payment due shall correspond to the ​ for which a subsequent Milestone Event has been achieved. For example, ​.

After the Closing Date, [[Released U.K. Borrowers:Organization]], in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of [[Released U.K. Borrowers:Organization]] and its Subsidiaries. The Sustainability Coordinator and [[Released U.K. Borrowers:Organization]] may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the tenth (10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and [[Released U.K. Borrowers:Organization]] unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify [[Released U.K. Borrowers:Organization]]) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, [[Released U.K. Borrowers:Organization]] and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on [[Released U.K. Borrowers:Organization]]’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Rate Adjustments”) to the otherwise applicable Applicable Rate for Eurodollar Rate Loans, Alternative CurrencyTerm SOFR Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, the Acceptance Fees, and the Facility Fees will be made; provided, further, that, the amount of such adjustments shall not exceed # in the case of the Applicable Rate for the Facility Fees, an increase and/or decrease of 0.01% and # in the case of the Applicable Rate for Eurodollar Rate Loans, Alternative CurrencyTerm SOFR Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, and the Acceptance Fees, an increase and/or decrease of 0.04%; provided, that, in no event shall the Applicable Rate for Eurodollar Rate Loans, Alternative CurrencyTerm SOFR Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, Acceptance Fees, or Facility Fees be less than zero. The KPIs, [[Released U.K. Borrowers:Organization]]’s performance against the KPIs, and any related ESG Applicable Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between [[Released U.K. Borrowers:Organization]] and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Rate for Eurodollar Rate Loans, Alternative CurrencyTerm SOFR Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, Acceptance Fees, or Facility Fees to a level not otherwise permitted by this [Section 2.20(a)].