OWN ACCOUNT A FRONTING FEE, WHICH SHALL ACCRUE AT THE RATE
OF 0.125% PER ANNUM ON THE AVERAGE DAILY AMOUNT OF THE LC EXPOSURE (EXCLUDING
ANY PORTION THEREOF ATTRIBUTABLE TO UNREIMBURSED LC DISBURSEMENTS) DURING THE
AVAILABILITY PERIOD (OR UNTIL THE DATE THAT SUCH LETTER OF CREDIT IS IRREVOCABLY
CANCELLED, WHICHEVER IS LATER), AS WELL AS THE ISSUING BANK'S STANDARD FEES WITH
RESPECT TO ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF ANY LETTER OF CREDIT OR
PROCESSING OF DRAWINGS THEREUNDER.
NOTWITHSTANDING THE FOREGOING, IF THE
REQUIRED LENDERS ELECT TO INCREASE THE INTEREST RATE ON THE LOANS TO THE DEFAULT
INTEREST PURSUANT TO SECTION 2.13(C), THE RATE PER ANNUM USED TO CALCULATE THE
LETTER OF CREDIT FEE PURSUANT TO CLAUSE (I) ABOVE SHALL AUTOMATICALLY BE
INCREASED BY AN ADDITIONAL 2% PER ANNUM.
(E)
THE BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT, FOR THE RATABLE
BENEFIT OF EACH LENDER, THE UPFRONT FEE PREVIOUSLY AGREED UPON BY THE BORROWER
AND THE ADMINISTRATIVE AGENT, WHICH SHALL BE DUE AND PAYABLE ON THE CLOSING
DATE.
(F)
ACCRUED FEES UNDER PARAGRAPHS (B), (C) AND ABOVE SHALL BE PAYABLE
QUARTERLY IN ARREARS ON THE LAST DAY OF EACH MARCH, JUNE, SEPTEMBER AND
DECEMBER, COMMENCING ON DECEMBER 31, 2006 AND ON THE REVOLVING COMMITMENT
TERMINATION DATE (AND IF LATER, THE DATE THE LOANS AND LC EXPOSURE SHALL BE
REPAID IN THEIR ENTIRETY); PROVIDED FURTHER, THAT ANY SUCH FEES ACCRUING AFTER
THE REVOLVING COMMITMENT TERMINATION DATE SHALL BE PAYABLE ON DEMAND.
SECTION 2.15.
COMPUTATION OF INTEREST AND FEES.
All computations of interest based on the Base Rate shall be made by the
Administrative Agent on the basis of a year of 365 days, as the case may be, and
all computations of interest based on LIBOR or the Federal Funds Rate and of
fees hereunder shall be made on the basis of a year of 360 days for the actual
number of days (including the first day but excluding the last day) occurring in
the period for which such interest or fees are payable (to the extent computed
on the basis of days elapsed).
Each determination by the Administrative
32
Agent of an interest amount or fee hereunder shall be made in good faith and,
except for manifest error, shall be final, con­clusive and binding for all
purposes.
SECTION 2.16.
INABILITY TO DETERMINE INTEREST RATES.
IF PRIOR TO THE
COMMENCEMENT OF ANY INTEREST PERIOD FOR ANY EURODOLLAR BORROWING,
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE DETERMINED (WHICH DETERMINATION
SHALL BE CONCLUSIVE AND BINDING UPON THE BORROWER) THAT, BY REASON OF
CIRCUMSTANCES AFFECTING THE RELEVANT INTERBANK MARKET, AD­EQUATE MEANS DO NOT
EXIST FOR ASCERTAINING LIBOR FOR SUCH INTEREST PERIOD, OR
(II)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM THE REQUIRED
LENDERS THAT THE ADJUSTED LIBO RATE DOES NOT ADEQUATELY AND FAIRLY REFLECT THE
COST TO SUCH LENDERS (OR LENDER, AS THE CASE MAY BE) OF MAKING, FUNDING OR
MAINTAINING THEIR (OR ITS, AS THE CASE MAY BE)
EURODOLLAR LOANS FOR SUCH
INTEREST PERIOD,
the Administrative Agent shall give written notice (or