AND
AT THE TIMES SPECIFIED IN THE FEE LETTER.
SUCH FEES SHALL BE FULLY EARNED WHEN
PAID AND SHALL NOT BE REFUNDABLE FOR ANY REASON WHATSOEVER.
2.10
Computation of Interest and Fees; Retroactive Adjustments of
Applicable Rate.
(A)
ALL COMPUTATIONS OF INTEREST FOR BASE RATE LOANS WHEN THE BASE
RATE IS DETERMINED BY BANK OF AMERICA'S "PRIME RATE" SHALL BE MADE ON THE BASIS
OF A YEAR OF 365 OR 366 DAYS, AS THE CASE MAY BE, AND ACTUAL DAYS ELAPSED.
ALL
OTHER COMPUTATIONS OF FEES AND INTEREST 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
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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 ADMINISTRATIVE AGENT DETERMINES THAT (I) THE CONSOLIDATED LEVERAGE RATIO AS
CALCULATED BY THE BORROWER AS OF ANY APPLICABLE DATE WAS INACCURATE AND (II) A
PROPER CALCULATION OF THE CONSOLIDATED LEVERAGE RATIO 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
APPLICABLE LENDERS, WITHIN FIVE BUSINESS DAYS OF 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 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 BORROWER'S OBLIGATIONS UNDER THIS PARAGRAPH SHALL SURVIVE THE
TERMINATION OF THE AGGREGATE COMMITMENTS AND THE REPAYMENT OF ALL 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