AND PAYABLE UPON DEMAND.
50
(C)
INTEREST ON EACH LOAN SHALL BE DUE AND PAYABLE IN ARREARS ON EACH
INTEREST PAYMENT DATE APPLICABLE THERETO AND AT SUCH OTHER TIMES AS MAY BE
SPECIFIED HEREIN.
INTEREST HEREUNDER SHALL BE DUE AND PAYABLE IN ACCORDANCE
WITH THE TERMS HEREOF BEFORE AND AFTER JUDGMENT, AND BEFORE AND AFTER THE
COMMENCEMENT OF ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW.
2.09.
FEES.
IN ADDITION TO CERTAIN FEES DESCRIBED IN SUBSECTIONS (I) AND
(J) OF SECTION 2.03:
(A)
COMMITMENT FEE.
THE BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF EACH REVOLVING LENDER IN ACCORDANCE WITH ITS APPLICABLE
PERCENTAGE, A COMMITMENT FEE EQUAL TO THE PRODUCT OF (I) THE APPLICABLE RATE
TIMES (II) THE ACTUAL DAILY AMOUNT BY WHICH THE AGGREGATE REVOLVING COMMITMENTS
EXCEED THE SUM OF (A) THE OUTSTANDING AMOUNT OF REVOLVING LOANS AND (B) THE
OUTSTANDING AMOUNT OF L/C OBLIGATIONS (THE "COMMITMENT FEE").
THE COMMITMENT
FEE SHALL ACCRUE AT ALL TIMES DURING THE AVAILABILITY PERIOD, INCLUDING AT ANY
TIME DURING WHICH ONE OR MORE OF THE CONDITIONS IN SECTION 4.03 IS NOT MET, AND
SHALL BE DUE AND PAYABLE QUARTERLY IN ARREARS ON THE LAST BUSINESS DAY OF EACH
MARCH, JUNE, SEPTEMBER AND DECEMBER, COMMENCING WITH THE FIRST SUCH DATE TO
OCCUR AFTER THE CLOSING DATE, AND ON THE LAST DAY OF THE AVAILABILITY PERIOD.
THE COMMITMENT FEE SHALL BE CALCULATED QUARTERLY IN ARREARS, AND IF THERE IS ANY
CHANGE IN THE APPLICABLE RATE DURING ANY QUARTER, THE ACTUAL DAILY AMOUNT SHALL
BE COMPUTED AND MULTIPLIED BY THE APPLICABLE RATE SEPARATELY FOR EACH PERIOD
DURING SUCH QUARTER THAT SUCH APPLICABLE RATE WAS IN EFFECT.
FOR PURPOSES OF
CLARIFICATION, SWING LINE LOANS SHALL NOT BE CONSIDERED OUTSTANDING FOR PURPOSES
OF DETERMINING THE UNUSED PORTION OF THE AGGREGATE REVOLVING COMMITMENTS.
(B)
OTHER FEES.
THE BORROWER SHALL PAY TO THE LENDERS SUCH FEES AS SHALL
HAVE BEEN SEPARATELY AGREED UPON IN WRITING IN THE AMOUNTS AND AT THE TIMES SO
SPECIFIED.
SUCH FEES SHALL BE FULLY EARNED WHEN PAID AND SHALL NOT BE
REFUNDABLE FOR ANY REASON WHATSOEVER.
2.10.
COMPUTATION OF INTEREST AND FEES; RETROACTIVE ADJUSTMENTS OF
APPLICABLE RATE.
(A)
ALL COMPUTATIONS OF INTEREST FOR BASE RATE LOANS WHEN THE BASE RATE
IS DETERMINED BY BANK OF AMERICA'S "PRIME RATE" SHALL BE MADE ON THE BASIS OF A
YEAR OF 365 OR 366 DAYS, AS THE CASE MAY BE, AND ACTUAL DAYS ELAPSED.
ALL OTHER
COMPUTATIONS OF FEES AND INTEREST SHALL BE MADE ON THE BASIS OF A 360-DAY YEAR
AND ACTUAL DAYS ELAPSED (WHICH RESULTS IN MORE FEES OR INTEREST, AS APPLICABLE,
BEING PAID THAN IF COMPUTED ON THE BASIS OF A 365-DAY YEAR).
INTEREST SHALL
ACCRUE ON EACH LOAN FOR THE DAY ON WHICH THE LOAN IS MADE, AND SHALL NOT ACCRUE
ON A LOAN, OR ANY PORTION THEREOF, FOR THE DAY ON WHICH THE LOAN OR SUCH PORTION
IS PAID, PROVIDED THAT ANY LOAN THAT IS REPAID ON THE SAME DAY ON WHICH IT IS
MADE SHALL, SUBJECT TO SECTION 2.12(A),