exists, then
the Administrative Agent may, and upon the request of the Required Lenders
shall, notify the Lead Borrower that all outstanding Obligations shall
thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate and thereafter such Obligations shall bear interest at
the Default Rate to the fullest extent permitted by applicable Laws.
(iii)
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 subsections (i) and (j) of Section 2.03:
(A)
COMMITMENT FEE.
THE BORROWERS SHALL PAY TO
THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER, IN ACCORDANCE WITH ITS
APPLICABLE PERCENTAGE, A COMMITMENT FEE, PAYABLE QUARTERLY IN ARREARS ON THE
FIRST BUSINESS DAY OF EACH FISCAL QUARTER, COMMENCING WITH THE FIRST SUCH DATE
TO OCCUR AFTER THE CLOSING DATE, AND ON THE LAST DAY OF THE AVAILABILITY PERIOD
EQUAL TO THE APPLICABLE COMMITMENT FEE PERCENTAGE TIMES THE AVERAGE DAILY AMOUNT
BY WHICH THE AGGREGATE COMMITMENTS EXCEEDED THE SUM OF THE TOTAL OUTSTANDINGS,
IN EACH CASE CALCULATED ON A PER ANNUM BASIS FOR THE ACTUAL NUMBER OF DAYS
ELAPSED IN THE FISCAL QUARTER ENDING ON THE DAY IMMEDIATELY PRECEDING THE
RELATED PAYMENT DATE (OR, IF APPLICABLE, THE ACTUAL NUMBER OF DAYS IN THE FISCAL
QUARTER TO AND INCLUDING LAST DAY OF THE AVAILABILITY PERIOD).
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.
(B)
EARLY TERMINATION FEE.
IN THE EVENT THAT
ANY COMMITMENT TERMINATION EVENT OCCURS, THE BORROWERS SHALL PAY TO THE
ADMINISTRATIVE AGENT, FOR THE RATABLE BENEFIT OF THE LENDERS, A FEE
(THE "EARLY
TERMINATION FEE"), EQUAL TO THE AMOUNT OF ANY SUCH TERMINATION OR REDUCTION OF
THE AGGREGATE COMMITMENTS MULTIPLIED BY (I) 1.0% IF SUCH COMMITMENT TERMINATION
EVENT OCCURS PRIOR TO THE SECOND ANNIVERSARY OF THE CLOSING DATE AND (II) 0.5%
IF SUCH COMMITMENT TERMINATION EVENT OCCURS ON OR AFTER THE SECOND BUT PRIOR TO
THE THIRD ANNIVERSARY OF THE CLOSING DATE.
ALL PARTIES TO THIS AGREEMENT AGREE
AND ACKNOWLEDGE THAT THE LENDERS WILL HAVE SUFFERED DAMAGES ON ACCOUNT OF THE
EARLY TERMINATION OR REDUCTION OF THE AGGREGATE COMMITMENTS AND THAT, IN VIEW OF
THE DIFFICULTY IN ASCERTAINING THE AMOUNT OF
SUCH DAMAGES, THE EARLY TERMINATION FEE CONSTITUTES REASONABLE COMPENSATION AND
LIQUIDATED DAMAGES TO COMPENSATE THE LENDERS ON ACCOUNT THEREOF.
(C)
OTHER FEES.
THE BORROWERS SHALL PAY TO THE
ARRANGER AND THE ADMINISTRATIVE AGENT FOR THEIR OWN RESPECTIVE ACCOUNTS FEES IN
THE AMOUNTS AND AT THE