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.
34
2.08
FEES.
(A)
FACILITY FEE. THE BORROWERS SHALL PAY TO
THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER IN ACCORDANCE WITH ITS
APPLICABLE PERCENTAGE, A FACILITY FEE EQUAL TO THE APPLICABLE RATE TIMES THE
ACTUAL DAILY AGGREGATE COMMITMENT AMOUNT (OR, IF THE AGGREGATE COMMITMENTS HAVE
TERMINATED, ON THE OUTSTANDING AMOUNT OF ALL REVOLVING LOANS AND SWINGLINE
LOANS), REGARDLESS OF USAGE. THE FACILITY FEE SHALL ACCRUE AT ALL TIMES DURING
THE AVAILABILITY PERIOD (AND THEREAFTER SO LONG AS ANY REVOLVING LOANS OR
SWINGLINE LOANS REMAIN OUTSTANDING), INCLUDING AT ANY TIME DURING WHICH ONE OR
MORE OF THE CONDITIONS IN ARTICLE IV IS NOT MET, AND SHALL BE DUE AND PAYABLE
QUARTERLY IN ARREARS ON THE LAST BUSINESS DAY OF EACH MARCH, JUNE, SEPTEMBER AND
DECEMBER, COMMENCING WITH THE FIRST SUCH DATE TO OCCUR AFTER THE CLOSING DATE,
AND ON THE LAST DAY OF THE AVAILABILITY PERIOD (AND, IF APPLICABLE, THEREAFTER
ON DEMAND). THE FACILITY FEE SHALL BE CALCULATED QUARTERLY IN ARREARS, AND IF
THERE IS ANY CHANGE IN THE APPLICABLE RATE DURING ANY QUARTER, THE ACTUAL DAILY
AMOUNT SHALL BE COMPUTED AND MULTIPLIED BY THE APPLICABLE RATE SEPARATELY FOR
EACH PERIOD DURING SUCH QUARTER THAT SUCH APPLICABLE RATE WAS IN EFFECT.
(B)
OTHER FEES. (I)
THE BORROWERS SHALL PAY TO
THE ARRANGER AND THE ADMINISTRATIVE AGENT FOR THEIR OWN RESPECTIVE ACCOUNTS FEES
IN THE AMOUNTS AND AT THE TIMES SPECIFIED IN THE FEE LETTER. SUCH FEES SHALL BE
FULLY EARNED WHEN PAID AND SHALL NOT BE REFUNDABLE FOR ANY REASON WHATSOEVER.
(II)
THE BORROWERS SHALL PAY TO THE LENDERS
SUCH FEES AS SHALL HAVE BEEN SEPARATELY AGREED UPON IN WRITING IN THE AMOUNTS
AND AT THE TIMES SO SPECIFIED. SUCH FEES SHALL BE FULLY EARNED WHEN PAID AND
SHALL NOT BE REFUNDABLE FOR ANY REASON WHATSOEVER.
2.09
COMPUTATION OF INTEREST AND FEES. ALL COMPUTATIONS
OF INTEREST FOR BASE RATE LOANS OR DAILY FLOATING EURODOLLAR LOANS SHALL BE MADE
ON THE BASIS OF A YEAR OF 365 OR 366 DAYS, AS THE CASE MAY BE, AND ACTUAL DAYS
ELAPSED. ALL OTHER COMPUTATIONS OF FEES AND INTEREST SHALL BE MADE ON THE BASIS
OF A 360-DAY YEAR AND ACTUAL DAYS ELAPSED (WHICH RESULTS IN MORE FEES OR
INTEREST, AS APPLICABLE, BEING PAID THAN IF COMPUTED ON THE BASIS OF A 365-DAY
YEAR). INTEREST SHALL ACCRUE ON EACH LOAN FOR THE DAY ON WHICH THE LOAN IS MADE,
AND SHALL NOT ACCRUE ON A LOAN, OR ANY PORTION THEREOF, FOR THE DAY ON WHICH THE
LOAN OR SUCH PORTION IS PAID, PROVIDED THAT ANY LOAN THAT IS