Applicable Margin As of any date of determination and with respect to the Revolving Credit Loans, the applicable margin set forth in the following table that corresponds to the Leverage Ratio for the most recently completed period for which a report in substantially the form of Exhibit D signed on behalf of the each Borrower by a Responsible Officer of such Borrower was required to be delivered hereunder: Level Leverage Ratio Base Rate Revolving Loans Base Rate Conversion Loan LIBOR Revolving Loans LIBOR Conversion Loan I < 2.50:1.00 0.75 % 1.25 % 2.50 % 3.00 % II > 2.50:1.00 1.00 % 1.50 % 2.75 % 3.25 % The Applicable Margin shall, in each case, be determined and adjusted quarterly on the date five (5) Business Days after the date on which the quarterly financial information and reports are delivered to the Agent and the Lenders in accordance with the provisions of Sections 5.1(b) and (d) (each an “Interest Determination Date”), provided that until the first Interest Determination Date following the Closing Date, the Applicable Margin shall be as set forth in Tier II above. Such Applicable Margin shall be effective from such Interest Determination Date until the next such Interest Determination Date. Notwithstanding anything to the contrary set forth above, (a) if the Borrowers shall fail to provide the financial information and reports in accordance with the provisions of Sections 5.1(b) and (d), such Applicable Margin shall, on the date five (5) Business Days after the date by which the Borrowers were so required to provide such financial information and certifications to the Agent and the Lenders, be the percentage set forth in Tier II above until such time as such information and reports are provided, whereupon the Applicable Margin shall be determined as set forth above, and (b) if an Event of Default shall occur, such Applicable Margin shall, on the date the Event of Default occurs, be the percentage set forth in Tier II above until such time as such Event of Default is cured or waived, whereupon the Applicable Margin shall be determined as set forth above. In the event that any financial statement delivered pursuant to Section 5.1 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would, have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, and only in such case, then the Borrowers shall, promptly upon receipt of written notice of such inaccuracy (i) deliver to the Agent a corrected financial statement for such Applicable Period, (ii) determine the Applicable Margin for such Applicable Period based upon the corrected financial statement, and (iii) promptly pay to the Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with Section 2.8(c); provided that non-payment as a result of such inaccuracy shall not in any event be deemed retroactively to be an Event of Default pursuant to Section 8.1(a), and such amount payable shall be calculated without giving effect to any additional interest payable on overdue amounts under Section 2.5(d) if paid promptly on demand. This is in addition to rights of the Agent and Lenders with respect to Sections 2.5(d) and 8.2 and other of their respective rights under this Agreement.
Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar 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 determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
