LAST DAY OF THE AVAILABILITY PERIOD (AND, IF APPLICABLE, THEREAFTER ON DEMAND).
THE FACILITY FEE SHALL BE CALCULATED QUARTERLY IN ARREARS, AND IF THERE IS ANY
CHANGE IN THE APPLICABLE RATE DURING ANY QUARTER, THE ACTUAL DAILY AMOUNT SHALL
BE COMPUTED AND
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MULTIPLIED BY THE APPLICABLE RATE SEPARATELY FOR EACH PERIOD DURING SUCH QUARTER
THAT SUCH APPLICABLE RATE WAS IN EFFECT.
(B)
OTHER FEES.
(I)
THE BORROWERS SHALL PAY TO THE ARRANGER AND THE
ADMINISTRATIVE AGENT FOR THEIR OWN RESPECTIVE ACCOUNTS FEES IN THE AMOUNTS AND
AT THE TIMES SPECIFIED IN THE FEE LETTER, AS AMENDED, MODIFIED OR SUPPLEMENTED
BY THE FEE LETTER EXTENSION.
SUCH FEES SHALL BE FULLY EARNED WHEN PAID AND
SHALL NOT BE REFUNDABLE FOR ANY REASON WHATSOEVER.
(II)
THE BORROWERS 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.
2.09
COMPUTATION OF INTEREST AND FEES.
ALL COMPUTATIONS OF INTEREST FOR
BASE RATE LOANS OR DAILY FLOATING EURODOLLAR 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 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.
2.10
EVIDENCE OF DEBT.
(A)
THE LOANS 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 LOANS MADE BY THE LENDERS TO THE BORROWERS 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 THE BORROWERS
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