ISSUANCE THEREOF TO THE DATE ON WHICH SUCH LETTER OF
CREDIT EXPIRES OR IS TERMINATED (SUCH FEES SHALL BE PRORATED FOR ANY PERIOD LESS
THAN A FULL YEAR BUT SHALL NOT BE REFUNDED IN THE EVENT ANY SUCH LETTER OF
CREDIT IS TERMINATED PRIOR TO ITS EXPIRY DATE) AND (III) TO THE ISSUING LENDER,
FOR ITS ACCOUNT ON DEMAND ITS CUSTOMARY LETTER OF CREDIT TRANSACTIONAL FEES AND
OUT-OF-POCKET EXPENSES FOR EACH LETTER OF CREDIT ISSUED BY
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IT, INCLUDING AMENDMENT FEES, PAYABLE WITH RESPECT TO EACH SUCH LETTER OF
CREDIT. THE ADMINISTRATIVE AGENT SHALL PAY TO EACH LENDER ITS PRO-RATA SHARE OF
THE LETTER OF CREDIT FEES PAID PURSUANT TO THIS SECTION 2.8(B)(I).
THE
ADMINISTRATIVE AGENT SHALL PAY TO THE ISSUING LENDER THE LETTER OF CREDIT FEES
PAID PURSUANT TO THIS SECTION 2.8(B)(II) AND (III).
(C)
OTHER FEES. IN ADDITION TO ALL OTHER AMOUNTS DUE TO THE
ADMINISTRATIVE AGENT UNDER THE LOAN DOCUMENTS, THE COMPANY WILL PAY FEES TO THE
PARTIES AND IN THE AMOUNTS SPECIFIED IN THE AGENT FEE LETTER AND THE LENDER FEE
LETTER.
(D)
DEFAULTING LENDER FEES.
THE COMPANY SHALL NOT BE OBLIGATED TO PAY
THE ADMINISTRATIVE AGENT ANY DEFAULTING LENDER'S RATABLE SHARE OF THE FEES
DESCRIBED IN SECTIONS 2.8(A) AND 2.8(B)(I) FOR THE PERIOD COMMENCING ON THE DAY
SUCH DEFAULTING LENDER BECOMES A DEFAULTING LENDER AND CONTINUING FOR SO LONG AS
SUCH LENDER CONTINUES TO BE A DEFAULTING LENDER.
2.9
Computation of Fees and Interest.
(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 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)
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.
2.10
Payments by the Company; Borrowings Pro Rata.
(A)
ALL PAYMENTS TO BE MADE BY THE COMPANY SHALL BE MADE WITHOUT SET
OFF, RECOUPMENT OR COUNTERCLAIM.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
ALL PAYMENTS BY THE COMPANY SHALL BE MADE TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE LENDERS AT THE AGENT'S PAYMENT OFFICE, AND SHALL BE MADE IN
DOLLARS AND IN IMMEDIATELY AVAILABLE FUNDS, NO LATER THAN 12:00 P.M. (CHICAGO,
ILLINOIS TIME) ON THE DATE SPECIFIED HEREIN.
EXCEPT TO THE EXTENT OTHERWISE
EXPRESSLY PROVIDED HEREIN, (I) EACH PAYMENT BY THE COMPANY OF FEES SHALL BE MADE
FOR THE ACCOUNT OF THE LENDERS PRO RATA IN ACCORDANCE WITH THEIR RESPECTIVE PRO
RATA SHARES, (II) EACH PAYMENT OF PRINCIPAL OF LOANS SHALL BE MADE FOR THE
ACCOUNT OF THE LENDERS PRO RATA IN ACCORDANCE WITH