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 THE BORROWER OR FOR ANY OTHER REASON, THE BORROWER OR
THE LENDERS DETERMINE THAT (I) THE CONSOLIDATED LEVERAGE RATIO OF THE BORROWER
AND ITS SUBSIDIARIES AS CALCULATED BY THE BORROWER
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AS OF ANY APPLICABLE DATE WAS INACCURATE AND (II) A PROPER CALCULATION OF THE
CONSOLIDATED LEVERAGE RATIO OF THE BORROWER AND ITS SUBSIDIARIES WOULD HAVE
RESULTED IN HIGHER PRICING FOR SUCH PERIOD, THE BORROWER SHALL IMMEDIATELY AND
RETROACTIVELY BE OBLIGATED TO PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF
THE REVOLVING LENDERS OR THE L/C ISSUER, AS THE CASE MAY BE, 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 BORROWER UNDER THE BANKRUPTCY
CODE OF THE UNITED STATES, AUTOMATICALLY AND WITHOUT FURTHER ACTION BY THE
ADMINISTRATIVE AGENT, ANY REVOLVING 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 2.09(B) OR UNDER ARTICLE VIII.
THE BORROWER'S OBLIGATIONS UNDER THIS
PARAGRAPH SHALL SURVIVE THE TERMINATION OF THE AGGREGATE REVOLVING 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 BORROWER
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
BORROWER 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 BORROWER SHALL EXECUTE AND DELIVER TO SUCH LENDER
(THROUGH THE ADMINISTRATIVE AGENT) A NOTE, WHICH SHALL EVIDENCE SUCH LENDER'S
LOANS IN ADDITION TO SUCH ACCOUNTS OR RECORDS.
EACH LENDER MAY ATTACH SCHEDULES
TO ITS NOTE AND ENDORSE THEREON THE DATE, TYPE (IF APPLICABLE), AMOUNT AND
MATURITY OF ITS LOANS AND PAYMENTS WITH RESPECT THERETO.
(B)