EXPOSURE, OF SUCH LENDER.
(C)
THE BORROWERS, JOINTLY AND SEVERALLY, AGREES TO PAY (I) TO THE
ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF EACH LENDER, A LETTER OF CREDIT FEE
WITH RESPECT TO ITS PARTICIPATION IN EACH LETTER OF CREDIT, WHICH SHALL ACCRUE
AT A RATE PER ANNUM EQUAL TO THE APPLICABLE MARGIN FOR EURODOLLAR LOANS THEN IN
EFFECT ON THE AVERAGE DAILY AMOUNT OF SUCH LENDER'S LC EXPOSURE ATTRIBUTABLE TO
SUCH LETTER OF CREDIT DURING THE PERIOD FROM AND INCLUDING THE DATE OF ISSUANCE
OF SUCH LETTER OF CREDIT TO BUT EXCLUDING THE DATE ON WHICH SUCH LETTER OF
CREDIT EXPIRES OR IS DRAWN IN FULL (INCLUDING WITHOUT LIMITATION ANY LC EXPOSURE
THAT REMAINS OUTSTANDING AFTER THE REVOLVING COMMITMENT TERMINATION DATE) AND
(II) TO THE ISSUING BANK FOR ITS 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 2.12(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 UPON DELIVERY OF
WRITTEN NOTICE AS PROVIDED FOR IN SECTION 2.12(C).
34
(D)
THE BORROWERS, JOINTLY AND SEVERALLY, SHALL PAY TO THE
ADMINISTRATIVE AGENT, FOR THE RATABLE BENEFIT OF EACH LENDER, THE UPFRONT FEE
PREVIOUSLY AGREED UPON BY THE ADMINISTRATIVE BORROWER AND THE ADMINISTRATIVE
AGENT, WHICH SHALL BE DUE AND PAYABLE ON THE CLOSING DATE.
(E)
ACCRUED FEES UNDER PARAGRAPHS (B) AND (C) ABOVE SHALL BE PAYABLE
QUARTERLY IN ARREARS ON THE LAST DAY OF EACH MARCH, JUNE, SEPTEMBER AND
DECEMBER, COMMENCING ON JUNE 30, 2007, 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 2.14.
COMPUTATION OF INTEREST AND FEES.
All computations of interest and fees hereunder shall be made on the basis of,
with respect to Base Rate Loans, a year of 365 or 366 days, as applicable, and
with respect to Eurodollar Loans and Adjusted LIBO Rate Loans, a year of
360 days, in each case, 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 Agent of an interest amount or fee hereunder
shall be made in good faith and, except for