NOT BE REQUIRED AFTER ACCELERATION OR UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT UNDER SECTION 8.1(H) OR (I)), THE BORROWERS, JOINTLY AND
SEVERALLY, SHALL PAY INTEREST ("DEFAULT INTEREST") WITH RESPECT TO ALL
EURODOLLAR LOANS AT THE RATE OTHERWISE APPLICABLE FOR THE THEN-CURRENT INTEREST
PERIOD PLUS AN ADDITIONAL 2% PER ANNUM UNTIL THE LAST DAY OF SUCH INTEREST
PERIOD, AND THEREAFTER, AND WITH RESPECT TO ALL BASE RATE LOANS (INCLUDING ALL
SWINGLINE LOANS) AND ALL OTHER OBLIGATIONS HEREUNDER (OTHER THAN LOANS), AT AN
ALL-IN RATE IN EFFECT FOR BASE RATE LOANS, PLUS AN ADDITIONAL 2% PER ANNUM.
33
(D)
INTEREST ON THE PRINCIPAL AMOUNT OF ALL LOANS SHALL ACCRUE FROM
AND INCLUDING THE DATE SUCH LOANS ARE MADE TO BUT EXCLUDING THE DATE OF ANY
REPAYMENT THEREOF.
INTEREST ON ALL OUTSTANDING BASE RATE LOANS SHALL BE PAYABLE
QUARTERLY IN ARREARS ON THE LAST DAY OF EACH MARCH, JUNE, SEPTEMBER AND DECEMBER
AND ON THE REVOLVING COMMITMENT TERMINATION DATE.
INTEREST ON ALL OUTSTANDING
EURODOLLAR LOANS SHALL BE PAYABLE ON THE LAST DAY OF EACH INTEREST PERIOD
APPLICABLE THERETO, AND, IN THE CASE OF ANY EURODOLLAR LOANS HAVING AN INTEREST
PERIOD IN EXCESS OF THREE MONTHS OR 90 DAYS, RESPECTIVELY, ON EACH DAY WHICH
OCCURS EVERY THREE MONTHS OR 90 DAYS, AS THE CASE MAY BE, AFTER THE INITIAL DATE
OF SUCH INTEREST PERIOD, AND ON THE REVOLVING COMMITMENT TERMINATION DATE.
INTEREST ON EACH SWINGLINE LOAN SHALL BE PAYABLE ON THE MATURITY DATE OF SUCH
LOAN, WHICH SHALL BE THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO, AND
ON THE REVOLVING COMMITMENT TERMINATION DATE.
INTEREST ON ANY LOAN WHICH IS
CONVERTED INTO A LOAN OF ANOTHER TYPE OR WHICH IS REPAID OR PREPAID SHALL BE
PAYABLE ON THE DATE OF SUCH CONVERSION OR ON THE DATE OF ANY SUCH REPAYMENT OR
PREPAYMENT (ON THE AMOUNT REPAID OR PREPAID) THEREOF.
ALL DEFAULT INTEREST
SHALL BE PAYABLE ON DEMAND.
(E)
THE ADMINISTRATIVE AGENT SHALL DETERMINE EACH INTEREST RATE
APPLICABLE TO THE LOANS HEREUNDER AND SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE
BORROWER AND THE LENDERS OF SUCH RATE IN WRITING (OR BY TELEPHONE, PROMPTLY
CONFIRMED IN WRITING).
ANY SUCH DETERMINATION SHALL BE CONCLUSIVE AND BINDING
FOR ALL PURPOSES, ABSENT MANIFEST ERROR.
SECTION 2.13.
FEES.
(A)
THE BORROWERS, JOINTLY AND SEVERALLY, SHALL PAY TO THE
ADMINISTRATIVE AGENT FOR ITS OWN ACCOUNT FEES IN THE AMOUNTS AND AT THE TIMES
PREVIOUSLY AGREED UPON IN WRITING BY THE ADMINISTRATIVE BORROWER AND THE
ADMINISTRATIVE AGENT, INCLUDING, WITHOUT LIMITATION, THOSE REQUIRED BY THE FEE
LETTER.
(B)
THE BORROWERS, JOINTLY AND SEVERALLY, AGREE TO PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER A COMMITMENT FEE, WHICH
SHALL ACCRUE AT THE APPLICABLE PERCENTAGE PER ANNUM ON THE AVERAGE DAILY AMOUNT
OF THE UNUSED REVOLVING COMMITMENT OF SUCH LENDER DURING THE AVAILABILITY
PERIOD.
FOR PURPOSES OF COMPUTING COMMITMENT FEES WITH RESPECT TO THE REVOLVING
COMMITMENTS, THE REVOLVING COMMITMENT OF EACH LENDER SHALL BE DEEMED USED TO THE
EXTENT OF THE OUTSTANDING REVOLVING LOANS AND LC EXPOSURE, BUT NOT SWINGLINE