AS OF THE
DATE OF THE REQUEST FOR SUCH EURODOLLAR RATE LOAN BY SUCH BORROWER.
ANY REQUEST
BY OR ON BEHALF OF A BORROWER FOR EURODOLLAR RATE LOANS OR TO CONVERT BASE RATE
LOANS TO EURODOLLAR RATE LOANS OR TO CONTINUE ANY EXISTING EURODOLLAR RATE LOANS
SHALL BE IRREVOCABLE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, ADMINISTRATIVE AGENT AND LENDERS SHALL NOT BE REQUIRED TO PURCHASE
UNITED STATES DOLLAR DEPOSITS IN THE LONDON INTERBANK MARKET OR OTHER APPLICABLE
EURODOLLAR RATE MARKET TO FUND ANY EURODOLLAR RATE LOANS, BUT THE PROVISIONS
HEREOF SHALL BE DEEMED TO APPLY AS IF ADMINISTRATIVE AGENT AND LENDERS HAD
PURCHASED SUCH DEPOSITS TO FUND THE EURODOLLAR RATE LOANS.
(C)
ANY EURODOLLAR RATE LOANS SHALL AUTOMATICALLY CONVERT TO BASE RATE LOANS
UPON THE LAST DAY OF THE APPLICABLE INTEREST PERIOD, UNLESS ADMINISTRATIVE AGENT
HAS RECEIVED AND APPROVED A REQUEST TO CONTINUE SUCH EURODOLLAR RATE LOAN AT
LEAST THREE (3) BUSINESS DAYS PRIOR TO SUCH LAST DAY IN ACCORDANCE WITH THE
TERMS HEREOF.
ANY EURODOLLAR RATE LOANS SHALL, AT ADMINISTRATIVE AGENT'S
OPTION, UPON NOTICE BY ADMINISTRATIVE AGENT TO LEAD BORROWER, BE SUBSEQUENTLY
CONVERTED TO BASE RATE LOANS IN THE EVENT THAT THIS AGREEMENT SHALL TERMINATE OR
NOT BE RENEWED.
BORROWERS SHALL PAY TO ADMINISTRATIVE AGENT, FOR THE BENEFIT OF
LENDERS, UPON DEMAND BY ADMINISTRATIVE AGENT (OR ADMINISTRATIVE AGENT MAY, AT
ITS OPTION, CHARGE ANY LOAN ACCOUNT OF ANY BORROWER) ANY AMOUNTS REQUIRED TO
COMPENSATE ANY LENDER OR PARTICIPANT FOR ANY LOSS (INCLUDING LOSS OF ANTICIPATED
PROFITS), COST OR EXPENSE INCURRED BY SUCH PERSON, AS A RESULT OF THE CONVERSION
OF EURODOLLAR RATE LOANS TO BASE RATE LOANS PURSUANT TO ANY OF THE FOREGOING.
70
(D)
INTEREST SHALL BE PAYABLE BY BORROWERS TO ADMINISTRATIVE AGENT, FOR THE
ACCOUNT OF LENDERS, MONTHLY IN ARREARS NOT LATER THAN THE FIRST DAY OF EACH
CALENDAR MONTH AND SHALL BE CALCULATED ON THE BASIS OF A THREE HUNDRED SIXTY
(360) DAY YEAR AND ACTUAL DAYS ELAPSED.
THE INTEREST RATE ON NON-CONTINGENT
OBLIGATIONS (OTHER THAN EURODOLLAR RATE LOANS) SHALL INCREASE OR DECREASE BY AN
AMOUNT EQUAL TO EACH INCREASE OR DECREASE IN THE BASE RATE EFFECTIVE ON THE
FIRST DAY OF THE MONTH AFTER ANY CHANGE IN SUCH BASE RATE IS ANNOUNCED BASED ON
THE BASE RATE IN EFFECT ON THE LAST DAY OF THE MONTH IN WHICH ANY SUCH CHANGE
OCCURS.
IN NO EVENT SHALL CHARGES CONSTITUTING INTEREST PAYABLE BY BORROWERS TO
ADMINISTRATIVE AGENT AND LENDERS EXCEED THE MAXIMUM AMOUNT OR THE RATE PERMITTED
UNDER ANY APPLICABLE LAW OR REGULATION, AND IF ANY SUCH PART OR PROVISION OF
THIS AGREEMENT IS IN CONTRAVENTION OF ANY SUCH LAW OR REGULATION, SUCH PART OR
PROVISION SHALL BE DEEMED AMENDED TO CONFORM THERETO.
3.2
FEES.
(A)
BORROWERS SHALL PAY TO ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF TRANCHE
A LENDERS AND TRANCHE A-1 LENDERS, AN UNUSED LINE FEE CALCULATED AT ONE-QUARTER
OF ONE (0.25%) PERCENT PER ANNUM UNTIL MAY 31, 2014 AND ADJUSTED THEREAFTER
EVERY MONTH (BASED ON THE MONTHLY AVERAGE EXCESS AVAILABILITY FOR THE
IMMEDIATELY