LENDERS UNDER THIS
SECTION 2.11 SHALL BE DEEMED TO BE BINDING UPON ADMINISTRATIVE AGENT, SWINGLINE
LENDER AND LENDERS NOTWITHSTANDING THE OCCURRENCE OF ANY DEFAULT OR EVENT OF
DEFAULT, OR ANY INSOLVENCY OR BANKRUPTCY PROCEEDING PERTAINING TO BORROWER OR
ANY OTHER CREDIT PARTY.
SECTION 2.12
INTEREST, INTEREST CALCULATIONS AND CERTAIN FEES.
(A)
INTEREST.
FROM AND FOLLOWING THE CLOSING DATE, DEPENDING UPON
BORROWER'S ELECTION FROM TIME TO TIME, SUBJECT TO THE TERMS HEREOF, TO HAVE
PORTIONS OF THE LOANS ACCRUE INTEREST DETERMINED BY REFERENCE TO THE BASE RATE
OR THE LIBOR, THE LOANS AND THE OTHER OBLIGATIONS SHALL BEAR INTEREST AT THE
APPLICABLE RATES SET FORTH BELOW:
(I)
IF A BASE RATE LOAN, OR ANY OTHER OBLIGATION OTHER THAN A LIBOR
LOAN, THEN AT THE SUM OF THE BASE RATE PLUS THE APPLICABLE BASE RATE MARGIN.
(II)
IF A LIBOR LOAN, THEN AT THE SUM OF THE LIBOR PLUS THE APPLICABLE
LIBOR MARGIN.
(B)
UNUSED LINE FEE.
FROM AND FOLLOWING THE CLOSING DATE, BORROWER
SHALL PAY ADMINISTRATIVE AGENT, FOR THE BENEFIT OF ALL LENDERS COMMITTED TO MAKE
REVOLVING LOANS, IN ACCORDANCE WITH THEIR RESPECTIVE PRO RATA SHARES, A FEE IN
AN AMOUNT EQUAL TO (I) THE REVOLVING LOAN COMMITMENT LESS THE AVERAGE DAILY
BALANCE OF THE SUM OF THE REVOLVING LOAN OUTSTANDINGS PLUS THE SWINGLINE LOAN
OUTSTANDINGS DURING THE PRECEDING MONTH, MULTIPLIED BY (II) ONE-HALF OF ONE
PERCENT (0.50%) PER ANNUM.
SUCH FEE IS TO BE PAID MONTHLY IN ARREARS ON THE
LAST DAY OF EACH MONTH.
(C)
AGENT'S FEES AND CERTAIN OTHER FEES.
BORROWER SHALL PAY TO
ADMINISTRATIVE AGENT FEES IN SUCH AMOUNTS AND AT SUCH TIMES AS SET FORTH IN THE
FEE LETTER.
IF THE REVOLVING LOAN COMMITMENT AMOUNT AND/OR TERM LOAN B IS
INCREASED WITHIN ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE CLOSING DATE IN
CONNECTION WITH THE CONSUMMATION OF A PERMITTED ACQUISITION REQUIRING THE
APPROVAL OF REQUIRED LENDERS IN ACCORDANCE WITH SECTION 5.8(B), THEN ANY FEES
PAYABLE TO THE LENDERS ON THEIR EXISTING REVOLVING COMMITMENT AMOUNTS AND THEIR
EXISTING PRO RATA SHARES OF TERM LOAN B (IN EACH CASE PRIOR TO GIVING EFFECT TO
ANY SUCH INCREASE) IN CONNECTION THEREWITH SHALL BE LIMITED TO ONE-QUARTER OF
ONE PERCENT (0.25%) OF THE AGGREGATE AMOUNT OF SUCH EXISTING REVOLVING
COMMITMENT AMOUNTS AND PRO RATA SHARES.
(D)
[RESERVED].
(E)
COMPUTATION OF INTEREST AND RELATED FEES.
ALL INTEREST AND FEES
UNDER EACH FINANCING DOCUMENT SHALL BE CALCULATED ON THE BASIS OF A 360-DAY YEAR
FOR THE ACTUAL NUMBER OF DAYS ELAPSED; PROVIDED THAT INTEREST ON BASE RATE LOANS
SHALL BE CALCULATED ON THE BASIS OF A 365-366-DAY YEAR FOR THE ACTUAL NUMBER OF
DAYS ELAPSED.
THE DATE OF FUNDING OF A BASE RATE LOAN AND THE FIRST DAY OF AN
INTEREST PERIOD WITH RESPECT TO A LIBOR LOAN SHALL BE INCLUDED
30
IN THE CALCULATION OF INTEREST.
THE DATE OF PAYMENT OF A BASE RATE LOAN AND THE
LAST DAY OF AN INTEREST PERIOD WITH RESPECT TO A LIBOR LOAN SHALL BE EXCLUDED
FROM THE CALCULATION OF INTEREST.
IF A LOAN