AND INCLUDING THE DATE SUCH LOANS ARE MADE TO BUT
EXCLUDING THE DATE OF ANY REPAYMENT THEREOF.
INTEREST ON ALL OUTSTANDING BASE
RATE LOANS SHALL BE PAYABLE QUARTERLY IN ARREARS ON THE LAST DAY OF EACH MARCH,
JUNE, SEPTEMBER AND DECEMBER AND ON THE REVOLVING COMMITMENT TERMINATION DATE.
INTEREST ON ALL OUTSTANDING EURODOLLAR LOANS SHALL BE PAYABLE ON THE LAST DAY OF
EACH INTEREST PERIOD APPLICABLE THERETO, AND, IN THE CASE OF ANY EURODOLLAR
LOANS HAVING AN INTEREST PERIOD IN EXCESS OF THREE MONTHS OR 90 DAYS,
RESPECTIVELY, ON EACH DAY WHICH OCCURS EVERY THREE MONTHS OR 90 DAYS, AS THE
CASE MAY BE, AFTER THE INITIAL DATE OF SUCH INTEREST PERIOD, AND ON THE
REVOLVING COMMITMENT TERMINATION DATE.
INTEREST ON EACH SWINGLINE LOAN SHALL BE
PAYABLE ON THE MATURITY DATE OF SUCH LOAN, WHICH SHALL BE THE LAST DAY OF THE
INTEREST PERIOD APPLICABLE THERETO, AND ON THE REVOLVING COMMITMENT TERMINATION
DATE.
INTEREST ON ANY LOAN WHICH IS CONVERTED INTO A LOAN OF ANOTHER TYPE OR
WHICH IS REPAID OR PREPAID SHALL BE PAYABLE ON THE DATE OF SUCH CONVERSION OR ON
THE DATE OF ANY SUCH REPAYMENT OR PREPAYMENT (ON THE AMOUNT REPAID OR PREPAID)
THEREOF.
ALL DEFAULT INTEREST SHALL BE PAYABLE ON DEMAND.
(E)
THE ADMINISTRATIVE AGENT SHALL DETERMINE
EACH INTEREST RATE APPLICABLE TO THE LOANS HEREUNDER AND SHALL PROMPTLY NOTIFY
THE BORROWER AND THE LENDERS OF SUCH RATE IN WRITING (OR BY TELEPHONE, PROMPTLY
CONFIRMED IN WRITING).
ANY SUCH DETERMINATION SHALL BE CONCLUSIVE AND BINDING
FOR ALL PURPOSES, ABSENT MANIFEST ERROR.
SECTION 2.13.
FEES.
(A)
THE BORROWER SHALL PAY TO THE
ADMINISTRATIVE AGENT FOR ITS OWN ACCOUNT FEES IN THE AMOUNTS AND AT THE TIMES
PREVIOUSLY AGREED UPON IN WRITING BY THE BORROWER AND THE ADMINISTRATIVE AGENT.
(B)
THE BORROWER AGREES TO PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER A COMMITMENT FEE, WHICH
SHALL ACCRUE AT THE APPLICABLE PERCENTAGE PER ANNUM (DETERMINED DAILY IN
ACCORDANCE WITH SCHEDULE I) ON THE DAILY AMOUNT OF THE UNUSED REVOLVING
COMMITMENT OF SUCH LENDER DURING THE AVAILABILITY PERIOD.
FOR PURPOSES OF
COMPUTING COMMITMENT FEES WITH RESPECT TO THE REVOLVING COMMITMENTS, THE
REVOLVING COMMITMENT OF
33
EACH 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 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)