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 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 or Adjusted LIBO 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 clause (iv) of the second proviso to this Section 10.01) 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 Rate that would result in a reduction of any interest rate on any Loan or L/C Borrowing or any fee payable hereunder without the written consent of each Lender directly affected thereby; 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 any Borrower to pay interest or Letter of Credit Fees at the Default Rate;

SECTION #Computation of Interest and Fees. Interest on the Advances shall be computed on the basis of a year of 360 days or 365/366 days, in the case of ABR Loans, in which case the interest rate payable is based on the Prime Rate and paid for the actual number of days elapsed (including the first day but excluding the last day). Utilization fees, Unused Commitment Fees, Upfront Lender Fees and any other fees payable hereunder shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

“Default Rate” means: # when used with respect to Obligations other than Letter of Credit Fees and Acceptance Fees, an interest rate equal to # the Domestic Base Rate, plus # the Applicable Rate, if any, applicable to Base Rate Loans, plus # two percent (2%) per annum; provided, that, with respect to a Eurodollar Rate Loan or an Alternative CurrencyTerm SOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus two percent (2%) per annum; # when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus two percent (2%) per annum; and # when used with respect to Acceptance Fees, a rate equal to the Applicable Rate plus two percent (2%) per annum.

Section # Computation of Interest and Fees. Interest based on the Base Rate hereunder (including computations of the Base Rate determined by reference to the Euro-Dollar Rate) shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

"Consolidated Interest Charges" means, with respect to the Company and its Domestic Subsidiaries for any period ending on the date of computation thereof, the gross interest expense of the Company and its Domestic Subsidiaries, including without limitation # the current amortized portion of all fees (including fees payable in respect of any Swap Contract in the nature of an interest rate hedge and all fees payable in respect of any Letter of Credit) payable in connection with the incurrence of Indebtedness to the extent included in gross interest expense and # the portion of any payments made in connection with Capital Leases allocable to interest expense, all determined on a Consolidated basis; provided, however, that Consolidated Interest Charges shall include the amount of payments in respect of Synthetic Lease Obligations that are in the nature of interest.

Nothing herein contained, nor in any instrument or transaction relating hereto, shall be construed or so operate as to require the Borrower, or any person liable for the payment of this Note, to pay interest in an amount or at a rate greater than the highest rate permissible under applicable law. By acceptance hereof, Lender hereby warrants and represents to Borrower that Lender has no intention of charging a usurious rate of interest. Should any interest or other charges paid by Borrower, or any parties liable for the payments made pursuant to this Note result in the computation or earning of interest in excess of the highest rate permissible under applicable law, any and all such excess shall be and the same is hereby waived by the holder hereof. Lender shall make adjustments in the Note as necessary to ensure that Borrower will not be required to pay further interest in excess of the amount permitted by applicable law. All such excess shall be automatically credited against and in reduction of the outstanding principal balance. Any portion of such excess which exceeds the outstanding principal balance shall be paid by the holder hereof to the Lender and any parties liable for the payment of this Note, it being the intent of the parties hereto that under no circumstances shall Borrower, or any party liable for the payments hereunder, be required to pay interest in excess of the highest rate permissible under applicable law.

Selection of Interest Rate Options. Subject to the provisions herein regarding Interest Periods and the prior notice required for the selection of a Term SOFR interest rate, # at any time any portion of this Note bears interest determined in relation to Term SOFR for an Interest Period, # it may be continued by [[Organization A:Organization]] at the end of the Interest Period applicable thereto so that all or a portion thereof bears interest determined in relation to Term SOFR for a new Interest Period designated by [[Organization A:Organization]] or # [[Organization A:Organization]] may convert all or a portion thereof so that it bears interest determined in relation to Daily Simple SOFR, # at any time any portion of this Note bears interest determined in relation to Daily Simple SOFR, [[Organization A:Organization]] may convert all or a portion thereof so that it bears interest determined in relation to Term SOFR for an Interest Period designated by [[Organization A:Organization]], and # at the time an advance is made hereunder, [[Organization A:Organization]] may choose to have all or a portion thereof bear interest determined in relation to Daily Simple SOFR or to Term SOFR for an Interest Period designated by [[Organization A:Organization]].

the Agent shall have determined in its reasonable judgment (which determination shall be conclusive and binding upon ​) that adequate and reasonable means (including by means of an Interpolated Screen Rate) do not exist for ascertaining the Eurodollar Rate for any requested Interest Period; or

Selection of Interest Rate Options. If the Borrower elects to continue a LIBOR Rate Loan but fails to select a new Interest Period to apply thereto, then a one month Interest Period automatically shall apply. If the Borrower fails to duly request the continuation of any Borrowing consisting of LIBOR Rate Loans on or before the date specified and otherwise in accordance with the provisions of this [Section 2.3], then such LIBOR Rate Loan automatically shall be converted to a Base Rate Loan, commencing on the last day of the Interest Period then in effect.