OF
FEES AND INTEREST HEREUNDER 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).
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 CCR OR FOR ANY OTHER REASON, THE BORROWERS OR THE
LENDERS DETERMINE THAT (I) THE CONSOLIDATED TOTAL LEVERAGE RATIO AS CALCULATED
BY THE BORROWERS AS OF ANY APPLICABLE DATE WAS INACCURATE AND (II) A PROPER
CALCULATION OF THE CONSOLIDATED TOTAL 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 THE BORROWERS 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, 2.08 OR UNDER ARTICLE VIII.
THE BORROWERS' OBLIGATIONS
UNDER THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THE COMMITMENTS AND THE
REPAYMENT OF ALL OTHER OBLIGATIONS HEREUNDER FOR PURPOSES OF ANY PROCEEDING
UNDER ANY DEBTOR RELIEF LAW RELATING TO ANY LOAN PARTY OR ANY OF ITS SIGNIFICANT
SUBSIDIARIES.
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