THAN IF COMPUTED ON THE BASIS OF A 365-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 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.
45
(B)
IF, AS A RESULT OF ANY RESTATEMENT OF OR OTHER ADJUSTMENT TO THE
FINANCIAL STATEMENTS OF HOLDINGS OR FOR ANY OTHER REASON, EITHER BORROWER OR THE
LENDERS DETERMINE THAT (I) THE CONSOLIDATED SENIOR LEVERAGE RATIO AS CALCULATED
BY HOLDINGS AS OF ANY APPLICABLE DATE WAS INACCURATE AND (II) A PROPER
CALCULATION OF THE CONSOLIDATED SENIOR LEVERAGE RATIO WOULD HAVE RESULTED IN
HIGHER PRICING FOR SUCH PERIOD, THE BORROWERS 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 ANY BORROWER UNDER THE BANKRUPTCY CODE OF THE UNITED STATES,
AUTOMATICALLY AND WITHOUT FURTHER ACTION BY THE ADMINISTRATIVE AGENT, ANY LENDER
OR THE 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, ANY LENDER OR THE 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
BORROWERS' OBLIGATIONS UNDER THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THE
AGGREGATE COMMITMENTS AND THE REPAYMENT OF ALL OTHER OBLIGATIONS HEREUNDER.
2.11
EVIDENCE OF DEBT.
(A)
THE CREDIT EXTENSIONS MADE BY EACH LENDER
SHALL BE EVIDENCED BY ONE OR MORE ACCOUNTS OR RECORDS MAINTAINED BY SUCH LENDER
AND BY THE ADMINISTRATIVE AGENT IN THE ORDINARY COURSE OF BUSINESS.
THE
ACCOUNTS OR RECORDS MAINTAINED BY THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL
BE CONCLUSIVE ABSENT MANIFEST ERROR OF THE AMOUNT OF THE CREDIT EXTENSIONS MADE
BY THE LENDERS TO THE BORROWERS AND THE INTEREST AND PAYMENTS THEREON.
ANY
FAILURE TO SO RECORD OR ANY ERROR IN DOING SO SHALL NOT, HOWEVER, LIMIT OR
OTHERWISE AFFECT THE OBLIGATION OF THE BORROWERS HEREUNDER TO PAY ANY AMOUNT
OWING WITH RESPECT TO THE OBLIGATIONS.
IN THE EVENT OF ANY CONFLICT BETWEEN THE
ACCOUNTS AND RECORDS MAINTAINED BY ANY LENDER AND THE ACCOUNTS AND RECORDS OF
THE ADMINISTRATIVE AGENT IN RESPECT OF SUCH MATTERS, THE ACCOUNTS AND RECORDS OF
THE ADMINISTRATIVE AGENT SHALL CONTROL IN THE ABSENCE OF MANIFEST ERROR.
UPON
THE REQUEST OF ANY LENDER MADE THROUGH THE ADMINISTRATIVE AGENT, THE BORROWERS
SHALL EXECUTE AND DELIVER TO SUCH LENDER (THROUGH