AND THE
ADMINISTRATIVE AGENT FOR THEIR OWN RESPECTIVE ACCOUNTS FEES IN THE AMOUNTS 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 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
51
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 THE BORROWERS OR FOR ANY OTHER REASON, THE BORROWERS OR
THE ADMINISTRATIVE AGENT DETERMINE THAT (I) THE RATIO OF CONSOLIDATED FUNDED
DEBT TO CONSOLIDATED EBITDA AS CALCULATED BY THE BORROWERS AS OF ANY APPLICABLE
DATE WAS INACCURATE AND (II) A PROPER CALCULATION OF SUCH 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 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 A BORROWER UNDER ANY DEBTOR RELIEF
LAW, 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 SECTIONS 2.03(C)(III), 2.03(I) OR 2.08(B) OR UNDER
ARTICLE VIII.
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