THIS SECTION 2.2(E) SHALL NOT RELIEVE ANY OTHER LENDER OF ITS
OBLIGATIONS HEREUNDER, BUT NO LENDER SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY
OTHER LENDER TO MAKE AVAILABLE TO SWINGLINE LENDER SUCH OTHER LENDER'S REQUIRED
PAYMENT HEREUNDER.
THE OBLIGATIONS OF THE LENDERS UNDER THIS
SECTION 2.2(E) SHALL BE DEEMED TO BE BINDING UPON ADMINISTRATIVE AGENT,
SWINGLINE LENDER AND LENDERS NOTWITHSTANDING THE OCCURRENCE OF ANY DEFAULT OR
EVENT OF DEFAULT, OR ANY INSOLVENCY OR BANKRUPTCY PROCEEDING PERTAINING TO ANY
BORROWER OR ANY OTHER CREDIT PARTY.
SECTION 2.3
INTEREST, INTEREST CALCULATIONS
AND CERTAIN FEES.
(A)
INTEREST.
FROM AND FOLLOWING THE CLOSING
DATE, DEPENDING UPON BORROWER REPRESENTATIVE'S ELECTION FROM TIME TO TIME,
SUBJECT TO THE TERMS HEREOF, TO HAVE PORTIONS OF THE LOANS ACCRUE INTEREST
DETERMINED BY REFERENCE TO THE BASE RATE OR THE LIBOR, THE LOANS AND THE OTHER
OBLIGATIONS SHALL BEAR INTEREST AT THE APPLICABLE RATES SET FORTH BELOW:
(I)
IF A BASE RATE LOAN, OR ANY OTHER
OBLIGATION OTHER THAN A LIBOR LOAN, THEN AT THE SUM OF THE BASE RATE PLUS THE
APPLICABLE BASE RATE MARGIN.
(II)
IF A LIBOR LOAN, THEN AT THE SUM OF THE
LIBOR PLUS THE APPLICABLE LIBOR MARGIN.
(B)
UNUSED LINE FEE.
FROM AND FOLLOWING THE
CLOSING DATE, BORROWERS SHALL PAY ADMINISTRATIVE AGENT, FOR THE BENEFIT OF ALL
LENDERS COMMITTED TO MAKE REVOLVING LOANS, IN ACCORDANCE WITH THEIR RESPECTIVE
PRO RATA SHARES, A FEE IN AN AMOUNT EQUAL TO (1) (A) THE REVOLVING LOAN
COMMITMENT LESS (B) THE AVERAGE DAILY BALANCE OF THE SUM OF THE REVOLVING LOAN
OUTSTANDINGS PLUS THE SWINGLINE LOAN OUTSTANDINGS DURING THE PRECEDING MONTH,
MULTIPLIED BY (2) ONE-HALF OF ONE PERCENT (.50%) PER ANNUM.
SUCH FEE IS TO BE
PAID MONTHLY IN ARREARS ON THE LAST DAY OF EACH MONTH.
(C)
[INTENTIONALLY OMITTED]
(D)
COMPUTATION OF INTEREST AND RELATED FEES.
ALL INTEREST AND FEES UNDER EACH FINANCING DOCUMENT SHALL BE CALCULATED ON THE
BASIS OF A 360-DAY YEAR FOR THE ACTUAL NUMBER OF DAYS ELAPSED.
THE DATE OF
FUNDING OF A BASE RATE LOAN AND THE FIRST DAY OF AN INTEREST PERIOD WITH RESPECT
TO A LIBOR LOAN SHALL BE INCLUDED IN THE CALCULATION OF INTEREST.
THE DATE OF
PAYMENT OF A BASE RATE LOAN AND THE LAST DAY OF AN INTEREST PERIOD WITH RESPECT
TO A LIBOR LOAN SHALL BE EXCLUDED FROM THE CALCULATION OF INTEREST.
IF A LOAN
IS REPAID ON THE SAME DAY THAT IT IS MADE, ONE (1) DAY'S INTEREST SHALL BE
CHARGED.
INTEREST ON ALL BASE RATE LOANS IS PAYABLE IN ARREARS ON THE LAST DAY
OF EACH MONTH AND ON THE MATURITY OF SUCH LOANS, WHETHER BY ACCELERATION OR
OTHERWISE.
INTEREST ON LIBOR LOANS SHALL BE PAYABLE ON THE LAST DAY OF THE
APPLICABLE INTEREST PERIOD, UNLESS THE INTEREST PERIOD IS GREATER THAN THREE
(3) MONTHS, IN WHICH CASE INTEREST WILL BE PAYABLE ON THE LAST DAY OF EACH THREE
(3) MONTH
37
INTERVAL.
IN ADDITION, INTEREST ON LIBOR LOANS IS DUE ON THE MATURITY OF SUCH
LOANS, WHETHER BY ACCELERATION OR