OF THE REQUIRED LENDERS SUCH AMOUNT SHALL
THEREAFTER BEAR INTEREST AT A FLUCTUATING INTEREST RATE PER ANNUM AT ALL TIMES
EQUAL TO THE DEFAULT RATE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.
(III)
UPON THE REQUEST OF THE REQUIRED LENDERS, WHILE ANY EVENT OF
DEFAULT EXISTS, THE BORROWERS SHALL PAY INTEREST ON THE PRINCIPAL AMOUNT OF ALL
OUTSTANDING OBLIGATIONS HEREUNDER AT A FLUCTUATING INTEREST RATE PER ANNUM AT
ALL TIMES EQUAL TO THE DEFAULT RATE TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAWS.
(IV)
ACCRUED AND UNPAID INTEREST ON PAST DUE AMOUNTS (INCLUDING
INTEREST ON PAST DUE INTEREST) SHALL BE DUE AND PAYABLE UPON DEMAND.
(C)
INTEREST ON EACH LOAN SHALL BE DUE AND PAYABLE IN ARREARS ON EACH
INTEREST PAYMENT DATE APPLICABLE THERETO AND AT SUCH OTHER TIMES AS MAY BE
SPECIFIED HEREIN.
INTEREST HEREUNDER SHALL BE DUE AND PAYABLE IN ACCORDANCE
WITH THE TERMS HEREOF BEFORE AND AFTER JUDGMENT, AND BEFORE AND AFTER THE
COMMENCEMENT OF ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW.
2.09
Fees.
In addition to certain fees described in Sections
2.03(i) and (j):
(A)
COMMITMENT FEE.
THE BORROWERS, JOINTLY AND SEVERALLY, SHALL PAY
TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH REVOLVING CREDIT LENDER IN
ACCORDANCE WITH ITS APPLICABLE REVOLVING CREDIT PERCENTAGE, A COMMITMENT FEE
EQUAL TO THE APPLICABLE FEE RATE TIMES THE ACTUAL DAILY AMOUNT BY WHICH THE
REVOLVING CREDIT FACILITY EXCEEDS THE SUM OF (I) THE
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OUTSTANDING AMOUNT OF REVOLVING CREDIT LOANS AND (II) THE OUTSTANDING AMOUNT OF
L/C OBLIGATIONS.
SWINGLINE LOANS SHALL NOT BE CONSIDERED UTILIZATION OF THE
REVOLVING CREDIT FACILITY FOR PURPOSES OF THIS CALCULATION.
THE COMMITMENT FEE
SHALL ACCRUE AT ALL TIMES DURING THE AVAILABILITY PERIOD, INCLUDING AT ANY TIME
DURING WHICH ONE OR MORE OF THE CONDITIONS IN ARTICLE IV IS NOT MET, 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, AND ON THE LAST DAY OF THE AVAILABILITY PERIOD FOR THE
REVOLVING CREDIT FACILITY.
THE COMMITMENT FEE SHALL BE CALCULATED QUARTERLY IN
ARREARS, AND IF THERE IS ANY CHANGE IN THE APPLICABLE FEE RATE DURING ANY
QUARTER, THE ACTUAL DAILY AMOUNT SHALL BE COMPUTED AND MULTIPLIED BY THE
APPLICABLE FEE RATE SEPARATELY FOR EACH PERIOD DURING SUCH QUARTER THAT SUCH
APPLICABLE FEE RATE WAS IN EFFECT.
(B)
OTHER FEES.
(I)
THE BORROWERS, JOINTLY AND SEVERALLY, SHALL PAY
TO THE ARRANGER AND THE ADMINISTRATIVE AGENT FOR THEIR OWN RESPECTIVE ACCOUNTS
AND FOR THE ACCOUNTS OF THE LENDERS FEES IN THE AMOUNTS AND AT THE TIMES
SPECIFIED IN THE FEE LETTER (WITHOUT DUPLICATION OF ANY FEES PAYABLE PURSUANT TO
THE SECOND LIEN CREDIT AGREEMENT).
SUCH FEES SHALL BE FULLY EARNED WHEN PAID
AND SHALL NOT BE REFUNDABLE FOR ANY REASON WHATSOEVER.
(II)
THE BORROWER 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