IN AN AMOUNT THAT
WOULD BE PERMITTED IN THE CASE OF AN ADVANCE OF A BORROWING OF THE SAME TYPE AS
PROVIDED IN SECTION 2.02.
EACH PREPAYMENT OF A BORROWING SHALL BE APPLIED
RATABLY TO THE LOANS INCLUDED IN THE PREPAID BORROWING.
PREPAYMENTS SHALL BE
ACCOMPANIED BY ACCRUED INTEREST TO THE EXTENT REQUIRED BY SECTION 2.10.
SECTION 2.09.
Fees.
(A)
THE BORROWER AGREES TO PAY TO THE PAYING AGENT FOR THE RATABLE
ACCOUNT OF EACH LENDER A FACILITY FEE (THE "FACILITY FEE"), WHICH SHALL ACCRUE
FROM (AND INCLUDING) THE EFFECTIVE DATE TO (BUT EXCLUDING) THE MATURITY DATE ON
THE DAILY AMOUNT OF EACH COMMITMENT OF SUCH LENDER (WHETHER USED OR UNUSED) AT
THE RATE PER ANNUM EQUAL TO THE APPLICABLE FACILITY FEE PERCENTAGE; PROVIDED
THAT, IF SUCH LENDER CONTINUES TO HAVE ANY CREDIT EXPOSURE AFTER ITS COMMITMENT
TERMINATES, THEN SUCH FACILITY FEE SHALL CONTINUE TO ACCRUE ON THE DAILY AMOUNT
OF SUCH LENDER'S CREDIT EXPOSURE FROM AND INCLUDING THE DATE ON WHICH ITS
COMMITMENT TERMINATES BUT EXCLUDING THE DATE ON WHICH SUCH LENDER CEASES TO HAVE
ANY CREDIT EXPOSURE.
ACCRUED FACILITY FEES SHALL BE PAYABLE IN ARREARS ON THE
THIRD BUSINESS DAY FOLLOWING THE LAST DAY OF MARCH, JUNE, SEPTEMBER AND DECEMBER
OF EACH YEAR AND ON THE MATURITY DATE, COMMENCING ON OCTOBER 5, 2004; PROVIDED
THAT ANY FACILITY FEES ACCRUING AFTER THE MATURITY DATE SHALL BE PAYABLE ON
DEMAND.
ALL FACILITY FEES SHALL BE COMPUTED ON THE BASIS OF A YEAR OF 365 OR
366 DAYS (AS THE CASE MAY BE) AND SHALL BE PAYABLE FOR THE ACTUAL NUMBER OF DAYS
ELAPSED (INCLUDING THE FIRST DAY BUT EXCLUDING THE LAST DAY).
(B)
THE BORROWER AGREES TO PAY TO THE PAYING AGENT, FOR ITS OWN
ACCOUNT, FEES PAYABLE IN THE AMOUNTS AND AT THE TIMES SEPARATELY AGREED UPON
BETWEEN THE BORROWER AND THE PAYING AGENT.
(C)
IF THE AVERAGE DAILY AGGREGATE PRINCIPAL AMOUNT OF THE LOANS,
OUTSTANDING FOR (I) THE PERIOD BEGINNING WITH THE EFFECTIVE DATE AND ENDING ON
SEPTEMBER 30, 2004, (II) ANY CALENDAR QUARTER COMMENCING WITH THE FOURTH
CALENDAR QUARTER OF 2004 AND ENDING ON THE LAST DAY OF THE CALENDAR QUARTER
IMMEDIATELY PRECEDING THE MATURITY DATE OR (III) THE PERIOD BEGINNING ON AND
INCLUDING THE DAY AFTER THE END OF THE CALENDAR QUARTER IMMEDIATELY PRECEDING
THE MATURITY DATE AND ENDING ON THE MATURITY DATE IS IN EXCESS OF 50% OF THE
AVERAGE DAILY COMMITMENTS OF THE LENDERS FOR SUCH CALENDAR QUARTER OR PERIOD
(DISREGARDING FOR THIS PURPOSE ANY TERMINATION OF ANY COMMITMENTS THAT OCCURRED
DURING OR PRIOR TO SUCH CALENDAR QUARTER OR PERIOD), THE COMPANY AGREES TO PAY
TO THE PAYING AGENT, FOR THE RATABLE ACCOUNTS OF THE LENDERS, A UTILIZATION FEE
(THE "UTILIZATION FEE") AT A RATE PER ANNUM EQUAL TO THE APPLICABLE UTILIZATION
FEE PERCENTAGE ON SUCH AVERAGE DAILY AGGREGATE PRINCIPAL AMOUNT OUTSTANDING OF
LOANS DURING
13
such calendar quarter (or period), payable in arrears on the third Business Day
after the last day of such calendar quarter (or period).
All Utilization Fees
shall