PAID IN FULL, ON THE UNPAID PORTION THEREOF, AT A RATE OF
INTEREST PER ANNUM EQUAL TO THE FEDERAL FUNDS RATE PAYABLE UPON DEMAND BY THE
SWING LINE LENDER.
SECTION 2.05.
FEES.
(A)
SO LONG AS THE AGGREGATE REVOLVING LOAN
COMMITMENT IS OUTSTANDING, THE BORROWER SHALL UNCONDITIONALLY PAY TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE BANKS IN ACCORDANCE WITH THEIR
RESPECTIVE COMMITMENT PERCENTAGES, A NON-REFUNDABLE FEE (THE "COMMITMENT FEE")
EQUAL TO ***% PER ANNUM OF THE AVERAGE DAILY AMOUNT OF THE UNUSED COMMITMENT
DURING EACH CALENDAR QUARTER (OR PRO RATA PORTION THEREOF FOR ANY PERIOD OF LESS
THAN A FULL CALENDAR QUARTER).
THE COMMITMENT FEE SHALL BE COMPUTED AND PAID
QUARTERLY, IN ARREARS, ON THE LAST BUSINESS DAY OF MARCH, JUNE, SEPTEMBER AND
DECEMBER IN EACH YEAR AND ON THE COMMITMENT TERMINATION DATE.
(B)
WHETHER OR NOT ANY LOANS ARE MADE HEREUNDER, THE BORROWER SHALL
PAY THE ADMINISTRATIVE AGENT, FOR ITS OWN ACCOUNT AND FOR THE ACCOUNT OF THE
BANKS, IN ADDITION TO ALL OTHER AMOUNTS PAYABLE BY THE BORROWER HEREUNDER, THE
AGENCY, UPFRONT AND OTHER FEES SET FORTH IN THE LETTER AGREEMENTS DATED AS OF
EVEN DATE HEREWITH BETWEEN THE BORROWER AND THE ADMINISTRATIVE AGENT AND/OR THE
SECURITY AGENT.
SECTION 2.06.
CONVERSION AND CONTINUATION OF LOANS.
SUBJECT TO
SECTIONS 2.16 THROUGH 2.19, THE BORROWER SHALL HAVE THE RIGHT TO CONVERT BASE
RATE LOANS INTO LIBOR LOANS, CONTINUE LIBOR LOANS AND CONVERT LIBOR LOANS INTO
BASE RATE LOANS FROM TIME TO TIME; PROVIDED, THAT (A) THE BORROWER SHALL GIVE TO
THE ADMINISTRATIVE AGENT NOTICE OF EACH SUCH CONVERSION OR CONTINUATION AS
PROVIDED IN SECTION 2.02, (B) LIBOR LOANS MAY BE CONVERTED OR CONTINUED ONLY ON
THE LAST DAY OF AN INTEREST PERIOD FOR SUCH LOANS, (C) EACH CONVERSION OR
CONTINUATION SHALL BE EFFECTED BY EACH BANK APPLYING THE PROCEEDS OF THE NEW
LOAN TO THE LOAN BEING CONVERTED OR CONTINUED AND (D) NO CONVERSION OF BASE RATE
LOANS TO LIBOR LOANS AND NO CONTINUATION OF LIBOR LOANS SHALL BE PERMITTED IF
THERE SHALL HAVE OCCURRED A DEFAULT OR EVENT OF DEFAULT.
SECTION 2.07.
ASSET BASE; PREPAYMENTS.
(A)
THE BORROWER AGREES THAT
AT NO TIME SHALL THE AGGREGATE PRINCIPAL AMOUNT OF THE LOANS OUTSTANDING EXCEED
THE AMOUNT OF THE ASSET BASE.
IN THE EVENT THAT THE AGGREGATE OUTSTANDING
PRINCIPAL AMOUNT OF ALL LOANS EXCEEDS THE ASSET BASE, BUT SUBJECT TO SECTION
7.26(G), THE BORROWER SHALL IMMEDIATELY AND IN ANY EVENT WITHIN TWO (2) BUSINESS
DAYS EITHER (X)
***
Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
31
prepay the Loans in an amount sufficient to reduce the sum of the aggregate
principal amount of the Loans to an amount not greater than the Asset Base or
(y) solely prior to the Commitment Termination Date, pledge to the Security
Agent as secured party pursuant to the Security Agreement additional Collateral
such that, in either case, after giving effect thereto, the Asset Base shall
equal or exceed the outstanding