PART, OF PRINCIPAL OUTSTANDING ON SUCH LOAN;
(C)
ON EACH COMPETITIVE BID LOAN MATURITY DATE
AND, WITH RESPECT TO COMPETITIVE BID LOANS WITH A COMPETITIVE BID LOAN MATURITY
DATE IN EXCESS OF THREE MONTHS, ON EACH THREE (AND INTEGRAL OF THREE) MONTH
ANNIVERSARY OF THE MAKING OF SUCH LOAN;
(D)
WITH RESPECT TO LIBO RATE LOANS, ON THE LAST
DAY OF EACH APPLICABLE INTEREST PERIOD (AND, IF SUCH INTEREST PERIOD SHALL
EXCEED THREE MONTHS, ON EACH THREE (AND INTEGRAL MULTIPLE OF THREE) MONTH
ANNIVERSARY OF THE MAKING OF SUCH LOAN);
(E)
WITH RESPECT TO BASE RATE LOANS, ON EACH
QUARTERLY PAYMENT DATE;
(F)
WITH RESPECT TO ANY BASE RATE LOANS
CONVERTED INTO LIBO RATE LOANS ON A DAY WHEN INTEREST WOULD NOT OTHERWISE HAVE
BEEN PAYABLE PURSUANT TO CLAUSE (E), ON THE DATE OF SUCH CONVERSION; AND
32
(G)
ON THAT PORTION OF ANY LOANS THE MATURITY
DATE OF WHICH IS ACCELERATED PURSUANT TO SECTION 8.2 OR SECTION 8.3, IMMEDIATELY
UPON SUCH ACCELERATION.
Interest accrued on Loans or other monetary Obligations arising under this
Agreement or any other Loan Document after the date such amount is due and
payable (whether on the Maturity Date, upon acceleration or otherwise) shall be
payable upon demand.
SECTION 3.3.4.
INTEREST RATE DETERMINATION.
EACH REFERENCE LENDER AGREES TO
FURNISH TO THE AGENT TIMELY INFORMATION FOR THE PURPOSE OF DETERMINING THE LIBO
RATE AND THE LIBO ALTERNATE RATE.
IF ANY ONE OR MORE OF THE REFERENCE LENDERS
SHALL FAIL TIMELY TO FURNISH SUCH INFORMATION TO THE AGENT, THE AGENT SHALL
DETERMINE SUCH INTEREST RATE ON THE BASIS OF THE INFORMATION FURNISHED BY THE
REMAINING REFERENCE LENDERS.
THE AGENT SHALL PROVIDE EACH LENDER WITH THE LIBO
RATE APPLICABLE TO EACH LIBO RATE LOAN WITHIN TWO BUSINESS DAYS PRIOR TO THE
MAKING OF SUCH LIBO RATE LOAN.
SECTION 3.4.
FEES.
THE BORROWER AGREES TO PAY THE FEES SET FORTH IN THIS
SECTION 3.4.
ALL SUCH FEES SHALL BE NONREFUNDABLE.
SECTION 3.4.1.
FACILITY FEE.
THE BORROWER AGREES TO PAY TO THE AGENT FOR THE
PRO RATA ACCOUNT OF EACH LENDER, IN ACCORDANCE WITH SUCH LENDER'S PERCENTAGE, AN
ANNUAL FACILITY FEE EQUAL TO THE COMMITMENT AMOUNT MULTIPLIED BY THE FEE SET
FORTH BELOW OPPOSITE THE BORROWER'S SENIOR DEBT RATINGS DURING THE QUARTER FOR
WHICH THE FEE IS CALCULATED (ANY CHANGE IN SUCH SENIOR DEBT RATINGS TO RESULT IN
AN ADJUSTMENT IN THE APPLICABLE FACILITY FEE, SUCH ADJUSTMENT TO BE EFFECTIVE AS
OF THE DATE ON WHICH SUCH CHANGE OCCURS):
If the Borrower's
Senior Debt Ratings Are
The Facility
Fee Is
S&P
Moody's
A+ or above
A1 or above
6.00 b.p.
A
A2
7.00 b.p.
A-
A3
8.50 b.p.
BBB+
Baa1
10.50 b.p.
BBB
Baa2
12.50 b.p.
BBB- or below
Baa3 or below
17.50 b.p.
provided that, for purposes of determining the facility fee, if Moody's and S&P
have split Senior Debt Ratings with a difference of only one rating tier, the
higher Senior Debt Rating shall be determinative and the lower Senior Debt
Rating shall be disregarded, and provided,