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 2.12(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 SEPTEMBER 30, 2005 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 2.14.
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 2.15.
INABILITY TO DETERMINE INTEREST RATES.
IF
PRIOR TO THE COMMENCEMENT OF ANY INTEREST PERIOD FOR ANY EURODOLLAR BORROWING,
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE
DETERMINED IN GOOD FAITH (WHICH DETERMINATION SHALL BE CONCLUSIVE AND BINDING
UPON THE BORROWER) THAT, BY REASON OF CIRCUMSTANCES AFFECTING THE RELEVANT
INTERBANK MARKET, ADEQUATE MEANS DO NOT EXIST FOR ASCERTAINING LIBOR FOR SUCH
INTEREST PERIOD, OR
34
(II)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED NOTICE FROM THE REQUIRED LENDERS THAT SUCH LENDERS HAVE DETERMINED THAT
THE ADJUSTED LIBO RATE DOES NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO SUCH
LENDERS (OR LENDER, AS THE CASE MAY BE) OF MAKING, FUNDING OR MAINTAINING THEIR
(OR ITS, AS THE CASE MAY BE)
EURODOLLAR LOANS FOR SUCH INTEREST PERIOD (SUCH
NOTICE TO SET FORTH SUCH DETERMINATION IN REASONABLE DETAIL)
the Administrative Agent shall give written notice (or telephonic notice,
promptly confirmed in writing) to the Borrower and to the Lenders as soon as