ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER THAT THE CIRCUMSTANCES CAUSING
SUCH SUSPENSION NO LONGER EXIST, AND ALL TERM LOANS SHALL BE CONVERTED FROM
LIBOR LOANS TO BASE RATE LOANS; PROVIDED, THAT IF THE DATE OF SUCH REPAYMENT OR
PROPOSED CONVERSION IS NOT THE LAST DAY OF AN INTEREST PERIOD APPLICABLE TO THE
TERM LOANS, THE BORROWER SHALL ALSO PAY ANY AMOUNT DUE PURSUANT TO SECTION 7.5.
31
SECTION 2.8.
FEES.
(A)
THE BORROWER AGREES TO PAY TO
ADMINISTRATIVE AGENT ON THE CLOSING DATE, SOLELY FOR ITS OWN ACCOUNT, A
NON-REFUNDABLE UPFRONT FEE EQUAL TO 3.00% OF THE AGGREGATE TERM LOAN COMMITMENT
ON THE CLOSING DATE.
(B)
THE BORROWER AGREES TO PAY TO ADMINISTRATIVE
AGENT A NON-REFUNDABLE AGENCY FEE IN AN AMOUNT EQUAL TO $50,000 ON THE CLOSING
DATE AND ON EACH ANNIVERSARY THEREOF.
(C)
THE BORROWER AGREES TO PAY TO
ADMINISTRATIVE AGENT, DURING THE TERM LOAN COMMITMENT PERIOD, FOR THE ACCOUNT OF
THE LENDERS, COMMITMENT FEES EQUAL TO (I) THE AVERAGE DAILY AMOUNT OF TERM LOAN
COMMITMENTS THAT HAVE NOT BEEN FUNDED AS TERM LOANS, TIMES (II) 1.00% PER ANNUM.
(D)
ALL FEES REFERRED TO IN SECTION 2.8(C) SHALL
BE CALCULATED ON THE BASIS OF A 360 DAY YEAR AND THE ACTUAL NUMBER OF DAYS
ELAPSED AND SHALL BE PAYABLE MONTHLY IN ARREARS ON THE LAST BUSINESS DAY OF EACH
CALENDAR MONTH DURING THE TERM LOAN COMMITMENT PERIOD, COMMENCING ON THE FIRST
SUCH DATE TO OCCUR AFTER THE CLOSING DATE, AND ON THE TERM LOAN COMMITMENT
TERMINATION DATE.
ALL FEES REFERRED TO IN SECTION 2.8(C) SHALL BE PAID TO
ADMINISTRATIVE AGENT AT ITS PRINCIPAL OFFICE AND UPON RECEIPT, ADMINISTRATIVE
AGENT SHALL PROMPTLY DISTRIBUTE TO EACH LENDER ITS PRO RATA SHARE THEREOF.
SECTION 2.9.
REPAYMENT.
SUBJECT TO SECTIONS 2.10
AND 2.11, THE TERM LOANS SHALL BE DUE AND PAYABLE, AND THE BORROWER SHALL BE
REQUIRED TO REPAY ALL OF THE OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, ALL
ACCRUED AND UNPAID PRINCIPAL AND INTEREST ON THE PRINCIPAL AMOUNTS OF THE TERM
LOANS) ON THE MATURITY DATE.
SECTION 2.10.
OPTIONAL PREPAYMENTS.
(A)
OPTIONAL PREPAYMENTS.
AT ANY TIME AND FROM
TIME TO TIME THE BORROWER MAY PREPAY THE TERM LOANS AND/OR REDUCE THE TERM LOAN
COMMITMENTS, SUBJECT TO THE APPLICABLE PREPAYMENT PREMIUM SET FORTH IN
SECTION 2.11(G) BELOW, ON ANY BUSINESS DAY IN WHOLE OR IN PART, IN AN AGGREGATE
MINIMUM AMOUNT OF $1,000,000 AND IN MULTIPLES OF $500,000 ABOVE SUCH AMOUNT (OR
SUCH LESSER AMOUNT AS SHALL CONSTITUTE THE ENTIRE AMOUNT OF THE TERM LOANS THEN
OUTSTANDING).
THE TERM LOANS SHALL BE PREPAID ACCORDING TO EACH LENDER'S PRO
RATA SHARE.
(B)
NOTICE OF OPTIONAL PREPAYMENT.
ALL SUCH
PREPAYMENTS SHALL BE MADE ON A BUSINESS DAY AND UPON NOT LESS THAN ONE BUSINESS
DAY'S PRIOR WRITTEN OR TELEPHONIC NOTICE, IN EACH CASE GIVEN TO ADMINISTRATIVE
AGENT BY 12:00 P.M. (NEW YORK CITY TIME) ON THE DATE REQUIRED AND, IF GIVEN BY
TELEPHONE, PROMPTLY CONFIRMED IN WRITING TO ADMINISTRATIVE AGENT (AND
ADMINISTRATIVE AGENT WILL PROMPTLY TRANSMIT SUCH TELEPHONIC OR ORIGINAL NOTICE
FOR THE TERM LOAN BY