WRITING (OR BY TELEPHONE, PROMPTLY CONFIRMED IN
WRITING).
ANY SUCH DETERMINATION SHALL BE CONCLUSIVE AND BINDING FOR ALL
PURPOSES, ABSENT MANIFEST ERROR.
SECTION 2.14.
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; PROVIDED, THAT IF SUCH LENDER CONTINUES TO HAVE ANY
REVOLVING CREDIT EXPOSURE AFTER THE REVOLVING COMMITMENT TERMINATION DATE, THEN
THE COMMITMENT FEE SHALL CONTINUE TO ACCRUE ON THE AMOUNT OF SUCH LENDER'S
UNUSED REVOLVING COMMITMENT FROM AND AFTER THE REVOLVING COMMITMENT TERMINATION
DATE TO THE DATE THAT ALL OF SUCH LENDER'S REVOLVING CREDIT EXPOSURE HAS BEEN
PAID IN FULL.
FOR PURPOSES OF COMPUTING COMMITMENT FEES WITH RESPECT TO THE
REVOLVING COMMITMENTS, THE REVOLVING COMMITMENT OF 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) 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 2.13(D), 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.
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