SUCH DATE TO OCCUR AFTER THE CLOSING DATE,
AND ON THE MATURITY DATE.
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 MULTIPLIED BY THE APPLICABLE RATE
SEPARATELY FOR EACH PERIOD DURING SUCH QUARTER THAT SUCH APPLICABLE RATE WAS IN
EFFECT.
(B)
OTHER FEES.
(I)
THE COMPANY SHALL PAY TO THE ARRANGERS
AND THE ADMINISTRATIVE AGENT FOR THEIR OWN RESPECTIVE ACCOUNTS, IN DOLLARS, FEES
IN THE AMOUNTS AND AT THE TIMES SPECIFIED IN THE FEE LETTER OR OTHER LETTER
BETWEEN ANY ARRANGER AND THE COMPANY.
SUCH FEES SHALL BE FULLY EARNED WHEN PAID
AND SHALL NOT BE REFUNDABLE FOR ANY REASON WHATSOEVER.
(II)
THE COMPANY SHALL PAY TO THE LENDERS, IN
DOLLARS, 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.
2.11
COMPUTATION OF INTEREST AND FEES.
ALL COMPUTATIONS
OF INTEREST FOR BASE RATE LOANS WHEN 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 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), OR, IN THE CASE OF INTEREST IN RESPECT
OF COMMITTED LOANS DENOMINATED IN ALTERNATIVE CURRENCIES AS TO WHICH MARKET
PRACTICE DIFFERS FROM THE FOREGOING, IN ACCORDANCE WITH SUCH MARKET PRACTICE.
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 2.13(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.
2.12
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 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