COMMITMENT OF EACH REVOLVING LOAN LENDER SHALL BE DEEMED USED TO THE EXTENT OF
THE OUTSTANDING REVOLVING LOANS AND LC EXPOSURE, BUT NOT SWINGLINE EXPOSURE, OF
SUCH LENDER.
(C)
THE BORROWER AGREES TO PAY (I) TO THE ADMINISTRATIVE AGENT, FOR
THE ACCOUNT OF EACH REVOLVING LOAN 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 REVOLVING LOAN 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
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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 2.14(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.
(D)
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.
(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 DECEMBER 31, 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 2.16.
COMPUTATION OF INTEREST AND FEES. ALL
COMPUTATIONS OF INTEREST AND 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 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 2.17.
INABILITY TO DETERMINE INTEREST RATES.
IF