Common use of Computation of Fees and Interest Clause in Contracts

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime Rate Advances shall be made on the basis of a year of 365 days, and actual days elapsed. All computations of interest payable in respect of LIBO Rate Advances shall be made on the basis of a 360-day year and actual days elapsed. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof. (c) The Administrative Agent will, with reasonable promptness, notify the Borrower and the Banks of each determination of the Borrowing Base, of the Leverage Ratio and the Interest Coverage Ratio; PROVIDED that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Prime Rate shall become effective as of the opening of business on the day on which such change in the Prime Rate becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower and the Banks of the effective date and the amount of each such change; PROVIDED that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime for Base Rate Advances Committed Loans when the Base Rate is determined by BofA's "reference 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 payable in respect of LIBO Rate Advances shall be made on the basis of a 360-day year and actual days elapsedelapsed (which results in more interest being paid than if computed on the basis of a 365-day year). Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof. (cb) Each determination of an interest rate by the Agent shall be conclusive and binding on the Companies and the Banks in the absence of manifest error. The Administrative Agent will, with reasonable promptnessat the request of the Companies or any Bank, notify deliver to the Borrower Companies or the Bank, as the case may be, a statement showing the quotations used by the Agent in determining any interest rate. (c) If any Reference Bank's Commitment terminates (other than on termination of all the Commitments), or for any reason whatsoever the Reference Bank ceases to be a Bank hereunder, that Reference Bank shall thereupon cease to be a Reference Bank, and the LIBOR Rate shall be determined on the basis of the rates as notified by the remaining Reference Banks. (d) Each Reference Bank shall use its best efforts to furnish quotations of rates to the Agent as contemplated hereby. If any of the Reference Banks fails to supply such rates to the Agent upon its request, the rate of interest shall be determined on the basis of the quotations of the remaining Reference Bank(s). (e) With respect to Facility Fees payable hereunder on the last Business Day of the first calendar quarter of each determination year, the Companies may extend the payment date for such Facility Fees up to 5 Business Days, provided that at least 10 Business Days prior to such payment date the Companies give the Agent written notice of the Borrowing Base, of the Leverage Ratio such extension and the Interest Coverage Ratio; PROVIDED provided that any failure Facility Fees shall continue to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Prime Rate shall become effective as of the opening of business on the day on which accrue during such change in the Prime Rate becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower and the Banks of the effective date and the amount of each such change; PROVIDED that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agentextended period.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All other computations of interest payable in respect of Prime Rate Advances interest, commissions, fees and other amounts under this Agreement shall be made on the basis of a year of 365 days, and actual days elapsed. All computations of interest payable in respect of LIBO Rate Advances shall be made on the basis of a 360-360 day year and actual days elapsed, which results in a greater fee or charge than if computed on the basis of a 365-day year. Fees shall accrue during each period during which such fees are computed from the first day thereof through the last day thereof. Interest and fees shall accrue during each period during which interest or such fees are is computed from the first day thereof to the last day thereof. (cb) The Administrative Agent will, with reasonable promptness, notify the Borrower Company and the Banks Lenders of each determination of the Borrowing Basea Eurodollar Rate; provided, of the Leverage Ratio and the Interest Coverage Ratio; PROVIDED however, that any failure to do so shall not relieve the Borrower Company of -------- ------- any liability hereunder hereunder. (c) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Company and the Lenders in the absence of manifest error. (d) If any Reference Lender's Commitment shall terminate (otherwise than on termination of all the Commitments), or provide if for any reason whatsoever the Reference Lender shall cease to be a Lender hereunder, or if any Reference Lender shall sell participations in all of its Commitments and Loans hereunder, that Reference Lender shall thereupon cease to be a Reference Lender, and the Eurodollar Rate shall be determined on the basis for any claim against of the rates as notified by the remaining Reference Lenders. (e) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative AgentAgent as contemplated hereby. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Prime Rate shall become effective as If any of the opening Reference Lenders shall be unable or otherwise fails to supply such rates to the Administrative Agent upon its request, the rate of business interest shall be determined on the day on which such change in the Prime Rate becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as basis of the opening of business on the first day quotations of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower and the Banks of the effective date and the amount of each such change; PROVIDED that any failure to do so shall not relieve the Borrower of any liability hereunder remaining Reference Lenders or provide the basis for any claim against the Administrative AgentReference Lender.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Base Rate Loans (to the extent the Base Rate is then determined by the Prime Rate Advances Rate) shall be made on the basis of the actual number of days elapsed in a year of 365 or 366 days, and actual days elapsedas the case may be. All other computations of fees and interest payable in respect of LIBO Rate Advances under this Agreement and the other Credit Documents shall be made on the basis of the actual number of days elapsed in a 360-day year and actual days elapsedof 360 days. Interest and fees shall accrue during each period during which interest or such fees are computed from and including the first day thereof to but excluding the last day thereof. For the purposes of this Agreement and the other Credit Documents, whenever interest is calculated on the basis of a year of 360 days, each rate of interest determined pursuant to such calculation expressed as an annual nominal rate for the purposes of the Interest Act (Canada) is equivalent to such rate as so determined multiplied by the number of days in the calendar year in which the same is to be ascertained and divided by 360. The Parties further agree that for the purposes of the Interest Act (Canada), (i) the principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement or the other Credit Documents, and (ii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields. (cb) The Administrative Agent willshall, with reasonable promptnessas soon as practicable, notify the Borrower Company and the Banks of each determination of the Borrowing Basea Eurodollar Rate; provided, of the Leverage Ratio and the Interest Coverage Ratio; PROVIDED however, that any failure to do so shall not relieve the any Borrower or any Bank of any liability hereunder under this Agreement or provide the basis for any claim against the Administrative Agentother Credit Document. Any change in the interest rate on an Advance or a Swing-Line Advance Loan resulting from a change in the Prime Eurodollar Reserve Percentage, Eurocurrency Liabilities or the Base Rate shall become effective as of the opening of business on the day on which such change in the Prime Eurodollar Reserve Percentage, Eurocurrency Liabilities or the Base Rate becomes shall become effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective The Agent shall, as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness soon as practicable, notify the Borrower Company and the Banks of the effective date and the amount of each such change; PROVIDED provided, however, that any failure to do so shall not relieve the any Borrower or any Bank of any liability hereunder under this Agreement or provide any other Credit Document. (c) Each determination of an interest rate by the basis for Agent pursuant to any claim against provision of this Agreement shall be conclusive and binding on the Administrative AgentBorrowers and the Banks in the absence of manifest error. Promptly following the last day of each calendar quarter, the Agent shall prepare a Quarterly Invoice of its calculations of accrued fees and interest at the Base Rate and deliver such Quarterly Invoice to the Company with a copy to the Banks.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime for Base Rate Advances Loans (including Base Rate Loans determined by reference to Term SOFR) 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 payable in respect of LIBO Rate Advances shall be made on the basis of a 360-day year and actual days elapsedelapsed (which results in more interest being paid than if computed on the basis of a 365-day year). Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof. (cb) The Administrative Each determination of an interest rate by the Agent will, with reasonable promptness, notify shall be conclusive and binding on the Borrower and the Banks Lenders and shall be prima facie evidence of each determination such interest rate. The Agent will, at the request of the Borrowing BaseBorrower or any Lender, deliver to the Borrower or the Lender, as the case may be, a statement showing the quotations used by the Agent in determining any interest rate and the resulting interest rate. (c) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Borrower or the Lenders determine that (i) the Total Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Interest Coverage Ratio; PROVIDED that any failure to do so shall not relieve Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower of any liability hereunder shall (x) immediately deliver to the Agent a corrected Compliance Certificate for such period or provide the basis for any claim against the Administrative Agent. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Prime Rate shall become effective as of the opening of business on the day on which such change in the Prime Rate becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio periods, (and the resultant Applicable Marginy) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower and the Banks of the effective date and determine the amount of each interest and fees that should have been paid for such change; PROVIDED period based upon the corrected Compliance Certificate and (z) immediately and retroactively be obligated to pay to the Agent for the account of the Lenders, promptly on demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company or the Borrower under the Bankruptcy Code, automatically and without further action by the Agent, any Lender or the Issuing Bank), an amount equal to the excess of the amount of interest and fees that any failure to do so should have been paid for such period over the amount of interest and fees actually paid for such period. This Section 2.11(c) shall not relieve limit the Borrower rights of the Agent, any liability hereunder Lender or provide the basis for any claim against Issuing Bank, as the Administrative Agentcase may be, under Section 2.09(c), Section 3.03(c) or Article IX. The Borrower’s obligations under this Section 2.11(c) shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime Base Rate Advances Loans at all times as 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 payable in respect of LIBO Rate Advances under this Agreement shall be made on the basis of a 360-day year and actual days elapsed, which results in more interest being paid than if computed on the basis of a 365-day year. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereofthereof or, in the case of interest in respect of Loans denominated in Offshore Currencies as to which market practice differs from the foregoing, in accordance with such market practice. (cb) The Administrative Agent will, with reasonable promptness, notify the Borrower Borrowers and the Banks Lenders of each determination of the Borrowing Basean Offshore Rate; provided, of the Leverage Ratio and the Interest Coverage Ratio; PROVIDED however, that any failure to do so shall not relieve the Borrower Borrowers of any liability hereunder or provide the basis for any claim against the Administrative Agent. Any change in the commitment fee or interest rate on an Advance or a Swing-Line Advance Loan resulting from a change in the Prime Rate Applicable Margin shall become effective as of the opening of business on the day on which such change in the Prime Rate Applicable Margin becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower Company and the Banks Lenders of the effective date and the amount of each such change; PROVIDED , provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. (c) Each determination of an interest rate by the Administrative Agent shall be conclusive and binding on each Borrower and the Lenders in the absence of manifest error. The Administrative Agent will, at the request of any Borrower or any Lender, deliver to such Borrower or such Lender, as the case may be, a statement showing the quotations used by the Administrative Agent in determining any interest rate. (d) If, as a result of any restatement of or other adjustment to the financial statements of the Company or any mistake in the calculation of the Consolidated Leverage Ratio contained in the Compliance Certificate delivered by the Company to the Administrative Agent pursuant to Section 7.02(c), the Company or the Majority Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company 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, each Borrower shall retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, within 10 Business Days after 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 any Issuing Lender), 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 or the Administrative Agent, any Lender or any Issuing Lender, as the case may be, under Sections 2.08(c), 3.03(d) or 3.09(f) or under Section 9. The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitment and the repayment of all other obligations hereunder.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime Base Rate Advances Loans at all times as 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 payable in respect of LIBO Rate Advances under this Agreement shall be made on the basis of a 360-day year and actual days elapsed, which results in more interest being paid than if computed on the basis of a 365-day year. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereofthereof or, in the case of interest in respect of Loans denominated in Offshore Currencies as to which market practice differs from the foregoing, in accordance with such market practice. (cb) The Administrative Agent will, with reasonable promptness, notify the Borrower Company and the Banks Lenders of each determination of the Borrowing Basean Offshore Rate; provided, of the Leverage Ratio and the Interest Coverage Ratio; PROVIDED -------- however, that any failure to do so shall not relieve the any Borrower of any ------- liability hereunder or provide the basis for any claim against the Administrative Agent. Any change in the commitment fee or interest rate on an Advance or a Swing-Line Advance Loan resulting from a change in the Prime Rate Applicable Margin shall become effective as of the opening of business on the day on which such change in the Prime Rate Applicable Margin becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower Company and the Banks Lenders of the effective date and the amount of each such change; PROVIDED , provided that any failure to do so shall not relieve the -------- any Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. (c) Each determination of an interest rate by the Administrative Agent shall be conclusive and binding on each Borrower and the Lenders in the absence of manifest error. The Administrative Agent will, at the request of any Borrower or any Lender, deliver to such Borrower or such Lender, as the case may be, a statement showing the quotations used by the Administrative Agent in determining any interest rate. (d) If any Reference Lender's Commitments shall terminate (otherwise than on termination of all the Commitments), or for any reason whatsoever the Reference Lender shall cease to be a Lender hereunder, that Reference Lender shall thereupon cease to be a Reference Lender, and the Offshore Rate shall be determined on the basis of the rates as notified by the remaining Reference Lenders. (e) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent as contemplated hereby. If any of the Reference Lenders shall be unable or otherwise fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime Base Rate Advances Loans at all times that 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 payable in respect of LIBO Rate Advances under this Agreement shall be made on the basis of a 360-day year and actual days elapsed, which results in more interest being paid than if computed on the basis of a 365-day year. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof. Any Loan that is repaid on the same day on which it is made shall, subject to Section 2.13(a), bear interest for one day. (cb) The Administrative Agent will, with reasonable promptness, notify the Borrower Company and the Banks Lenders of each determination of the Borrowing Base, of the Leverage Ratio and the Interest Coverage Ratioa Eurodollar Rate; PROVIDED provided that any failure to do so shall not relieve the Borrower Company of any liability hereunder or provide the basis for any claim against the Administrative Agent. Any change in the interest rate on an Advance or a Swing-Line Advance Loan resulting from a change in the Prime Applicable Margin, Eurodollar Reserve Percentage, or the Assessment Rate shall become effective as of the opening of business on the day on which such change in the Prime Applicable Margin, Eurodollar Reserve Percentage, or the Assessment Rate becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower Company and the Banks Lenders of the effective date and the amount of each such change; PROVIDED , provided that any failure to do so shall not relieve the Borrower Company of any liability hereunder or provide the basis for any claim against the Administrative Agent. (c) Each determination of an interest rate by the Administrative Agent pursuant hereto shall be conclusive and binding on the Company and the Lenders in the absence of manifest error.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime Base Rate Advances Loans at all times as the Base Rate is determined by Union Bank’s “reference 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 payable in respect of LIBO Rate Advances under this Agreement shall be made on the basis of a 360-day year and actual days elapsed, which results in more interest being paid than if computed on the basis of a 365-day year. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereofthereof or, in the case of interest in respect of Loans denominated in Offshore Currencies as to which market practice differs from the foregoing, in accordance with such market practice. (cb) The Administrative Agent will, with reasonable promptness, notify the Borrower Borrowers and the Banks Lenders of each determination of the Borrowing Basean Offshore Rate; provided, of the Leverage Ratio and the Interest Coverage Ratio; PROVIDED however, that any failure to do so shall not relieve the Borrower Borrowers of any liability hereunder or provide the basis for any claim against the Administrative Agent. Any change in the commitment fee or interest rate on an Advance or a Swing-Line Advance Loan resulting from a change in the Prime Rate Applicable Margin shall become effective as of the opening of business on the day on which such change in the Prime Rate Applicable Margin becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower Company and the Banks Lenders of the effective date and the amount of each such change; PROVIDED , provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. (c) Each determination of an interest rate by the Administrative Agent shall be conclusive and binding on each Borrower and the Lenders in the absence of manifest error. The Administrative Agent will, at the request of any Borrower or any Lender, deliver to such Borrower or such Lender, as the case may be, a statement showing the quotations used by the Administrative Agent in determining any interest rate.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime ABR Loans at all times that the Alternate Base Rate Advances is determined by BofA's Reference 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 payable in respect of LIBO Rate Advances under this Agreement shall be made on the basis of a 360-360- day year and actual days elapsed, which results in more interest being paid than if computed on the basis of a 365-day year. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof. (b) For purposes of determining utilization of each Bank's Commitment in order to calculate the commitment fee due under Section 2.21(b), (i) the amount of any outstanding Offshore Currency Loan on any date shall be determined based upon the Equivalent Amount in Dollars thereof as of the most recent Computation Date pursuant to subsection 2.05(a) with respect to such Offshore Currency Loan, and (ii) each Bank's Revolving Commitment shall be considered used on any date to the extent of its participation on such date in any Letter of Credit and any L/C Advance made by it, and for such purposes the amount of its participation in any outstanding Letter of Credit in an Offshore Currency or any L/C Advance constituting an Offshore Currency Loan on any date shall be determined based upon the Equivalent Amount in Dollars thereof as of the most recent Computation Date pursuant to subsection 2.05(a) with respect to such Letter of Credit or L/C Advance. (c) The Administrative Agent will, with reasonable promptness, notify the Borrower Borrowers' Agent and the Banks of each determination of the Borrowing Base, Adjusted LIBO Rate or of a CD Rate and each determination of the Leverage Ratio Equivalent Amount of outstanding Offshore Currency Loans and the Interest Coverage Ratioother outstanding amounts denominated in an Offshore Currency on any Computation Date as provided in subsection 2.05(a); PROVIDED that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. Any change in the interest rate on an Advance or a Swing-Line Advance CD Rate Loan resulting from a change in the Prime Reserve Percentage or the Assessment Rate (as such terms are defined in the definition of CD Rate herein) shall become effective as of the opening of business on the day on which such change in the Prime Reserve Percentage or the Assessment Rate becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower Borrowers' Agent and the Banks of the effective date and the amount of each such change; , PROVIDED that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. (d) Each determination of an interest rate and an Equivalent Amount by the Agent pursuant hereto shall be conclusive and binding on the Borrowers and the Banks in the absence of manifest error.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime Rate Advances shall be made on the basis of a year of 365 days, and actual days elapsed. All computations of interest payable in respect of LIBO Rate Advances fees under this Agreement shall be made on the basis of a 360-day year and actual days elapsed, which results in more interest being paid than if computed on the basis of a 365-day year. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof. (cb) The Administrative Agent will, with reasonable promptnesspromptness (but in any event no later than 12:00 noon (San Francisco time) two (2) Business Days prior to the effective date), notify the Borrower Borrowers and the Banks of each determination of the Borrowing Base, of the Leverage Ratio and the Interest Coverage Ratioan Offshore Rate; PROVIDED that any failure to do so shall not relieve the Borrower Borrowers of any liability hereunder or provide the basis for any claim against the Administrative Agent. Any change in the interest rate on an Advance or a Swing-Line Advance Loan resulting from a change in the Prime Rate Applicable Margin or Eurodollar Reserve Percentage shall become effective as of the opening of business on the day on which such change in the Prime Rate Applicable Margin or Eurodollar Reserve Percentage becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower Borrowers and the Banks of the effective date and the amount of each such change; , PROVIDED that any failure to do so shall not relieve the Borrower Borrowers of any liability hereunder or provide the basis for any claim against the Administrative Agent. (c) Each determination of an interest rate by the Agent shall be conclusive and binding on the Borrowers and the Banks in the absence of manifest error. The Agent will, at the request of any Borrower or any Bank, deliver to the Borrower or the Bank, as the case may be, a statement showing the quotations used by the Agent in determining any interest rate.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime Base Rate Advances Loans at all times as the Base Rate is determined by BofA (U.S.)'s "reference 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 computations of interest payable in respect of LIBO BA Rate Advances Loans or Canadian Base Rate Loans shall be made on the basis of a year of 365 days and actual days elapsed. All other computations of fees and interest under this Agreement shall be made on the basis of a 360-day year and actual days elapsed, which results in more interest being paid than if computed on the basis of a 365-day year. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof. (cb) The Administrative Agent Each Company and its Applicable Lenders will, with reasonable promptness, notify the Borrower and the Banks be notified by such Company's Applicable Agent of each determination of the Borrowing Basean Offshore Rate or of a BA Rate; provided, of the Leverage Ratio and the Interest Coverage Ratio; PROVIDED that any failure to do so shall not relieve the Borrower a Company of -42- 49 any liability hereunder or provide the basis for any claim against the Administrative its Applicable Agent. Any change in the interest rate on an Advance or a Swing-Line Advance Loan resulting from a change in the Prime Rate Applicable Margin or Eurodollar Reserve Percentage, shall become effective as of the opening of business on the day on which such change in the Prime Rate Applicable Margin or Eurodollar Reserve Percentage becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio Each Company and the Interest Coverage Ratio (and the resultant its Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will Lenders will, with reasonable promptness notify the Borrower and the Banks promptness, be notified by such Company's Applicable Agent of the effective date and the amount of each such change; PROVIDED provided, that any failure to do so shall not relieve the Borrower a Company of any liability hereunder or provide the basis for any claim against the Administrative its Applicable Agent. (c) Each determination of an interest rate applicable to a Company by its Applicable Agent shall be conclusive and binding on such Company and its Applicable Lenders in the absence of manifest error. At the request of a Company or of its Applicable Lenders, such Company's Applicable Agent will deliver to such Company or such Lenders, as the case may be, a statement showing the quotations used by such Applicable Agent in determining any interest rate. (d) If any Reference Bank's Commitment shall terminate (otherwise than on termination of all the Commitments), or for any reason whatsoever any Reference Bank shall cease to be a Lender hereunder, that Reference Bank shall thereupon cease to be a Reference Bank, and the Offshore Rate shall be determined on the basis of the average of the rates as notified by the remaining U.S. Lenders and the BA Rate shall be determined on the basis of the average of the rates as notified by the remaining Canadian Lenders. (e) All interest payments by the Canadian Company to be made hereunder shall be paid at the rates set forth herein without giving effect to subsection 2.09

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime Base Rate Advances Loans at all times as the Base Rate is determined by Bank of America's "reference 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 payable in respect of LIBO Rate Advances under this Agreement shall be made on the basis of a 360-360- day year and actual days elapsed, which results in more interest being paid than if computed on the basis of a 365-day year. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof. (cb) The Administrative Agent will, with reasonable promptness, notify the Borrower and the Banks of each determination of the Borrowing Base, of the Leverage Ratio and the Interest Coverage Ratioan Offshore Rate; PROVIDED provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. Any change in the interest rate on an Advance or a Swing-Line Advance Loan resulting from a change in the Prime Rate Applicable Amount or Eurodollar Reserve Percentage shall become effective as of the opening of business on the day on which such change in the Prime Rate Applicable Amount or Eurodollar Reserve Percentage becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower and the Banks of the effective date and the amount of each such change; PROVIDED , provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. (c) Any change in the interest rate on a Loan resulting from a change in the Applicable Amount or Eurodollar Reserve Percentage shall become effective as of the opening of business on the day on which such change in the Applicable Amount or Eurodollar Reserve Percentage becomes effective. Each determination of an interest rate by the Administrative Agent pursuant hereto shall be conclusive and binding on Borrower and the Banks in the absence of manifest error.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime Base Rate Advances Loans and Optional Floating Rate Loans and all computations of fees under this Agreement shall be made on the basis of a year of 365 daysor 366-day year, as appropriate, and actual days elapsed. All ; all computations of interest payable in respect of LIBO Rate Advances IBOR Loans under this Agreement shall be made on the basis of a 360-day year and actual days elapsed, which results in more interest being paid than if computed on the basis of a 365 or 366-day year. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof. (cb) The Administrative Agent will, with reasonable promptness, notify the Borrower Company and the Banks Lenders of each determination of the Borrowing BaseIBOR; provided, of the Leverage Ratio and the Interest Coverage Ratio; PROVIDED that any failure to do so shall not relieve the Borrower Company of any liability hereunder or provide the basis for any claim against the Administrative Agent. Any change in the interest rate on an Advance or a Swing-Line Advance Loan resulting from a change in the Prime Rate Applicable Margin or Eurodollar Reserve Percentage shall become effective as of the opening of business on the day on which such change in the Prime Rate Applicable Margin or Eurodollar Reserve Percentage becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower Company and the Banks Lenders of the effective date and the amount of each such change; PROVIDED provided, that any failure to do so shall not relieve the Borrower Company of any liability hereunder or provide the basis for any claim against the Administrative Agent. (c) Each determination of an interest rate by the Administrative Agent shall be conclusive and binding on the Company and the Lenders in the absence of manifest error. The Administrative Agent will, at the request of the Company or any Lender, deliver to the Company or the Lender, as the case may be, a statement showing the quotations used by the Administrative Agent in determining any interest rate. (d) If the Reference Bank’s Commitment shall terminate (otherwise than on termination of all the Commitments), or for any reason whatsoever the Reference Bank shall cease to be a Lender hereunder, the Reference Bank shall thereupon cease to be the Reference Bank, and the IBOR shall be determined on the basis of the rates as notified by the remaining Lenders. (e) The Reference Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent as contemplated hereby. If the Reference Bank shall be unable or otherwise fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall be determined on the basis of the quotations of the remaining Lenders.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime Base Rate Advances Loans and Optional Floating Rate Loans and all computations of fees under this Agreement shall be made on the basis of a year of 365 daysor 366-day year, as appropriate, and actual days elapsed. All ; all computations of interest payable in respect of LIBO IBOR Loans and Eurodollar Rate Advances Loans under this Agreement shall be made on the basis of a 360-day year and actual days elapsed, which results in more interest being paid than if computed on the basis of a 365 or 366-day year. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof. (cb) The Administrative Agent will, with reasonable promptness, notify the Borrower Company and the Banks U.S. Lenders of each determination of IBOR, and BOA Canada will, with reasonable promptness, notify the Canadian Company and the Canadian Lenders of each determination of the Borrowing BaseEurodollar Rate; provided, of the Leverage Ratio and the Interest Coverage Ratio; PROVIDED that any failure to do so shall not relieve the Borrower Company or the Canadian Company, as applicable, of any liability hereunder or provide the basis for any claim against the Administrative AgentAgent or BOA Canada. Any change in the interest rate on an Advance or a Swing-Line Advance Loan resulting from a change in the Prime Rate Applicable Margin or Eurodollar Reserve Percentage shall become effective as of the opening of business on the day on which such change in the Prime Rate Applicable Margin or Eurodollar Reserve Percentage becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower Company and the Banks U.S. Lenders of the effective date and the amount of each such changechange applicable to any Loan owing by the Company, and BOA Canada will with reasonable promptness notify the Canadian Company and the Canadian Lenders of the effective date and the amount of each such change applicable to any Loan owing by the Canadian Company; PROVIDED provided, that any failure of the Administrative Agent or BOA Canada, as applicable, to do so shall not relieve the Borrower Company or the Canadian Company, as applicable, of any liability of its liabilities hereunder or provide the basis for any claim against the Administrative AgentAgent or BOA Canada. (c) Each determination of an interest rate by the Administrative Agent or BOA Canada shall be conclusive and binding on the Company, the Canadian Company, and the Lenders in the absence of manifest error. The Administrative Agent or BOA Canada, as applicable, will, at the request of the Company, the Canadian Company or any Lender, deliver to the Company, the Canadian Company or the Lender, as the case may be, a statement showing the quotations used by the Administrative Agent or BOA Canada in determining any interest rate. (d) If the Reference Bank’s Commitment shall terminate (otherwise than on termination of all the Commitments), or for any reason whatsoever the Reference Bank shall cease to be a U.S. Lender hereunder, the Reference Bank shall thereupon cease to be the Reference Bank, and the IBOR shall be determined on the basis of the rates as notified by the remaining U.S. Lenders. (e) The Reference Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent as contemplated hereby. If the Reference Bank shall be unable or otherwise fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall be determined on the basis of the quotations of the remaining U.S. Lenders. (f) For purposes of the Interest Act (Canada), whenever any interest or fee payable by the Canadian Company under this Agreement is calculated using a rate based on a year of 360 days, such rate used pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by 360. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement with respect to the Canadian Company, and the rates of interest stipulated in this Agreement payable by the Canadian Company are intended to be nominal rates and not effective rates or yields.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime Rate Advances shall be made on the basis of a year of 365 days, and actual days elapsed. -------------------------------------------------------------------------------- Page 36 -------------------------------------------------------------------------------- All computations of interest payable in respect of LIBO Rate Advances shall be made on the basis of a 360-day year and actual days elapsed. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof. (c) The Administrative Agent will, with reasonable promptness, notify the Borrower Borrowers, through the Company, and the Banks of each determination of the Borrowing Base, Base and of the Leverage Ratio and the Interest Coverage Ratio; PROVIDED that any failure to do so shall not relieve the Borrower Borrowers of any liability hereunder or provide the basis for any claim against the Administrative Agent. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Prime Rate shall become effective as of the opening of business on the day on which such change in the Prime Rate becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower Borrowers, through the Company, and the Banks of the effective date and the amount of each such change; PROVIDED that any failure to do so shall not relieve the Borrower Borrowers of any liability hereunder or provide the basis for any claim against the Administrative Agent.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime Base Rate Advances 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 payable in respect of LIBO Rate Advances under this Agreement shall be made on the basis of a 360-day year and actual days elapsed. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof. (cb) The Administrative Agent will, with reasonable promptness, notify the Borrower and the Banks Lenders of each determination of the Borrowing Base, Base Rate or of the Leverage Ratio and the Interest Coverage RatioEurodollar Rate; PROVIDED that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. Any change in the interest rate on an Advance or a Swing-Line Advance Loan resulting from a change in the Prime Applicable Base Rate Margin or Applicable Eurodollar Rate Margin shall become effective as of the opening of business on the day on which such change in the Prime Rate such Applicable Margin becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Borrower and the Banks Lenders of the effective date and the amount of each such change; , PROVIDED that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. (c) Each determination of an interest rate by the Administrative Agent shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. (d) If the Reference Bank's Commitment shall terminate (otherwise than on termination of all the Commitments), or for any reason whatsoever the Reference Bank shall cease to be a Lender hereunder, that Lender shall thereupon cease to be the Reference Bank, and the Base Rate and the Eurodollar Rate shall be determined on the basis of the rates as notified by a successor Reference Bank appointed by the Administrative Agent.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime Base Rate Advances Loans and Multicurrency Loans denominated in Pounds Sterling 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 payable in respect of LIBO Rate Advances under this Agreement shall be made on the (i) basis of a 360-day year and actual days elapsedelapsed or (ii) or such other basis that is customary for an Eligible Currency (other than Pounds Sterling). Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof. (cb) The Administrative Agent will, with reasonable promptness, will promptly notify the Borrower Borrowers and the Banks of each determination of the Borrowing BaseLIBOR; provided, of the Leverage Ratio and the Interest Coverage Ratio; PROVIDED however, that any failure to do so shall not relieve the Borrower Borrowers of any liability hereunder or provide the basis for any claim against the Administrative Agenthereunder. Any change in the interest rate on an Advance or a Swing-Line Advance Loan resulting from a change in the Prime Rate senior debt rating shall become effective as of the opening of business on the day on which relevant date of such change in the Prime Rate becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratiochange. The Administrative Agent will with reasonable promptness promptly notify the Borrower Borrowers and the Banks of the effective date and the amount of each such change; PROVIDED , provided, however, that any failure to do so shall not relieve the Borrower Borrowers of any liability hereunder hereunder. (c) Each determination of an interest rate by the Agent shall be conclusive and binding on the Borrowers and the Banks in the absence of manifest error. (d) If any Reference Bank's Commitment shall terminate (otherwise than on termination of all the Commitments), or provide for any reason whatsoever any Reference Bank shall cease to be a Bank hereunder, or any Reference Bank, at the request of New USI, elects (at its sole discretion) not to continue to be a Reference Bank hereunder, that Reference Bank shall thereupon cease to be a Reference Bank, and LIBOR shall be determined on the basis for of the rates as notified by the remaining Reference Banks or Reference Bank. (e) Each Reference Bank shall use its best efforts to furnish quotations of rates to the Agent as contemplated hereby. If any claim against of the Administrative AgentReference Banks shall be unable or otherwise fails to supply such rates to the Agent upon its request, the rate of interest shall be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank.

Computation of Fees and Interest. (a) The fees described in Section 2.11 above shall be calculated on the basis year of 365 days, and actual days elapsed; provided, however, all fees for Letters of Credit shall be calculated based upon a year of 360 days. (b) All computations of interest payable in respect of Prime Base Rate Advances Loans at all times as the Base Rate is determined by Union Bank’s “reference 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 payable in respect of LIBO Rate Advances under this Agreement shall be made on the basis of a 360-day year and actual days elapsed, which results in more interest being paid than if computed on the basis of a 365-day year. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereofthereof or, in the case of interest in respect of Loans denominated in Offshore Currencies as to which market practice differs from the foregoing, in accordance with such market practice. (cb) The Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Banks Lenders of each determination of the Borrowing Basean Offshore Rate; provided, of the Leverage Ratio and the Interest Coverage Ratio; PROVIDED however, that any failure to do so shall not relieve the Borrower Borrowers of any liability hereunder or provide the basis for any claim against the Administrative Agent. Any change in the interest rate on an Advance or a Swing-Line Advance Loan resulting from a change in the Prime Rate Applicable Margin shall become effective as of the opening of business on the day on which such change in the Prime Rate Applicable Margin becomes effective. Any change in the interest rate on an Advance or a Swing-Line Advance resulting from a change in the Leverage Ratio and the Interest Coverage Ratio (and the resultant Applicable Margin) shall become effective as of the opening of business on the first day of the month following the determination of the Leverage Ratio and the Interest Coverage Ratio. The Administrative Agent will with reasonable promptness notify the Administrative Borrower and the Banks Lenders of the effective date and the amount of each such change; PROVIDED , provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. (c) Each determination of an interest rate by the Administrative Agent shall be conclusive and binding on each Borrower and the Lenders in the absence of manifest error. The Administrative Agent will, at the request of any Borrower or any Lender, deliver to such Borrower or such Lender, as the case may be, a statement showing the quotations used by the Administrative Agent in determining any interest rate.