DATE ON WHICH SUCH LENDER CEASES TO HAVE ANY LC EXPOSURE AND (II) TO THE
ISSUING BANK A FRONTING FEE (THE "FRONTING FEE"), WHICH SHALL ACCRUE AT THE RATE
OF 0.125% PER ANNUM ON THE AVERAGE DAILY AMOUNT OF THE LC EXPOSURE (EXCLUDING
ANY PORTION
40
THEREOF ATTRIBUTABLE TO UNREIMBURSED LC DISBURSEMENTS) DURING THE PERIOD FROM
AND INCLUDING THE CLOSING DATE TO BUT EXCLUDING THE LATER OF THE DATE OF
TERMINATION OF THE COMMITMENTS AND THE DATE ON WHICH THERE CEASES TO BE ANY LC
EXPOSURE, AS WELL AS THE ISSUING BANK'S STANDARD FEES WITH RESPECT TO THE
ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF ANY LETTER OF CREDIT OR PROCESSING
OF DRAWINGS THEREUNDER; PROVIDED THAT, NO FEES WILL ACCRUE UNDER THIS
SECTION 2.09 ON ANY DEFAULTING LENDER'S PORTION OF A LETTER OF CREDIT THAT ANY
BORROWER HAS CASH COLLATERALIZED PURSUANT TO SECTION 2.04(G).
LETTER OF CREDIT
FEES AND FRONTING FEES SHALL ACCRUE DURING THE AVAILABILITY PERIOD AND SHALL BE
DUE AND PAYABLE QUARTERLY IN ARREARS ON THE LAST BUSINESS DAY OF EACH MARCH,
JUNE, SEPTEMBER AND DECEMBER, COMMENCING WITH THE FIRST SUCH DATE TO OCCUR AFTER
THE CLOSING DATE, PROVIDED THAT LETTER OF CREDIT FEES AND FRONTING FEES SHALL BE
PAYABLE ON THE DATE ON WHICH THE COMMITMENTS TERMINATE.
ANY OTHER FEES PAYABLE
TO THE ISSUING BANK PURSUANT TO THIS PARAGRAPH SHALL BE PAYABLE WITHIN 20
BUSINESS DAYS AFTER DEMAND.
LETTER OF CREDIT FEES AND FRONTING FEES SHALL BE
COMPUTED ON THE BASIS OF A YEAR OF 360 DAYS AND SHALL BE PAYABLE FOR THE ACTUAL
NUMBER OF DAYS ELAPSED (INCLUDING THE FIRST DAY BUT EXCLUDING THE LAST DAY).
(C)
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 SET FORTH IN THE FEE LETTER OR AS OTHERWISE
SEPARATELY AGREED BETWEEN SUCH PARTIES.
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.
2.10
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