ANY
QUARTER, THE ACTUAL DAILY AMOUNT SHALL BE COMPUTED AND MULTIPLIED BY THE
APPLICABLE FEE RATE SEPARATELY FOR EACH PERIOD DURING SUCH QUARTER THAT SUCH
APPLICABLE FEE RATE WAS IN EFFECT.
(B)
OTHER FEES.
(I)
BORROWER SHALL PAY TO THE
ARRANGER AND THE ADMINISTRATIVE AGENT FOR THEIR OWN RESPECTIVE ACCOUNTS AND FOR
THE ACCOUNTS OF THE LENDERS FEES IN THE AMOUNTS AND AT THE TIMES SPECIFIED IN
THE COMMITMENT LETTER.
SUCH FEES SHALL BE FULLY EARNED WHEN PAID AND SHALL NOT
BE REFUNDABLE FOR ANY REASON WHATSOEVER.
(II)
THE BORROWER SHALL PAY TO THE LENDERS SUCH
FEES AS SHALL HAVE BEEN SEPARATELY AGREED UPON IN WRITING IN THE AMOUNTS AND AT
THE TIMES SO SPECIFIED.
SUCH FEES SHALL BE FULLY EARNED WHEN PAID AND SHALL NOT
BE REFUNDABLE FOR ANY REASON WHATSOEVER.
SECTION 2.09
COMPUTATION OF INTEREST AND FEES.
ALL
COMPUTATIONS OF INTEREST FOR BASE RATE LOANS WHEN THE BASE RATE IS DETERMINED BY
THE 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 2.11(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.
SECTION 2.10
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 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 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, 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