OR LIMIT ANY RIGHTS OR REMEDIES OF ADMINISTRATIVE
AGENT OR ANY LENDER.
F.
COMPUTATION OF INTEREST.
INTEREST ON THE LOANS SHALL BE COMPUTED
ON THE BASIS OF A 360-DAY YEAR, IN THE CASE OF LIBOR LOANS, AND ON THE BASIS OF
A 365-DAY OR 366-DAY YEAR, AS APPLICABLE, IN THE CASE OF BASE RATE LOANS, IN
EACH CASE FOR THE ACTUAL NUMBER OF DAYS ELAPSED IN THE PERIOD DURING WHICH IT
ACCRUES.
IN COMPUTING INTEREST ON ANY LOAN, THE DATE OF THE MAKING OF SUCH LOAN
OR THE FIRST DAY OF AN INTEREST PERIOD APPLICABLE TO SUCH LOAN OR, WITH RESPECT
TO A BASE RATE LOAN BEING CONVERTED FROM A LIBOR LOAN, THE DATE OF CONVERSION OF
SUCH LIBOR LOAN TO SUCH BASE RATE LOAN, AS THE CASE MAY BE, SHALL BE INCLUDED,
AND THE DATE OF PAYMENT OF SUCH LOAN OR THE EXPIRATION DATE OF AN INTEREST
PERIOD APPLICABLE TO SUCH LOAN OR, WITH RESPECT TO A BASE RATE LOAN BEING
CONVERTED TO A LIBOR LOAN, THE DATE OF CONVERSION OF SUCH BASE RATE LOAN TO SUCH
LIBOR LOAN, AS THE CASE MAY BE, SHALL BE EXCLUDED; PROVIDED THAT IF A LOAN IS
REPAID ON THE SAME DAY ON WHICH IT IS MADE, ONE DAY'S INTEREST SHALL BE PAID ON
THAT LOAN.
G.
MAXIMUM RATE.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS
SUBSECTION 2.2 TO THE CONTRARY, IN NO EVENT SHALL THE RATE OF INTEREST PAYABLE
BY COMPANY WITH RESPECT TO ANY LOAN EXCEED THE MAXIMUM RATE OF INTEREST
PERMITTED TO BE CHARGED UNDER APPLICABLE LAW.
IF ADMINISTRATIVE AGENT OR ANY
LENDER SHALL RECEIVE INTEREST IN AN AMOUNT THAT EXCEEDS SAID MAXIMUM RATE, THE
EXCESS INTEREST SHALL BE APPLIED TO THE PRINCIPAL OF THE LOANS OR, IF IT EXCEEDS
SUCH UNPAID PRINCIPAL, REFUNDED TO COMPANY.
IN DETERMINING WHETHER THE INTEREST
CONTRACTED FOR, CHARGED, OR RECEIVED BY ADMINISTRATIVE AGENT OR A LENDER EXCEEDS
SAID MAXIMUM RATE, SUCH PERSON MAY, TO THE EXTENT PERMITTED BY APPLICABLE
FEDERAL, STATE OR LOCAL LAW, (I) CHARACTERIZE ANY PAYMENT THAT IS NOT PRINCIPAL
AS AN EXPENSE, FEE, OR PREMIUM RATHER THAN INTEREST, (II) EXCLUDE VOLUNTARY
PREPAYMENTS AND THE EFFECTS THEREOF, AND (III) AMORTIZE, PRORATE, ALLOCATE, AND
SPREAD IN EQUAL OR UNEQUAL PARTS THE TOTAL AMOUNT OF INTEREST THROUGHOUT THE
CONTEMPLATED TERM OF THE OBLIGATIONS HEREUNDER.
2.3
FEES.
A.
COMMITMENT FEES.
COMPANY AGREES TO PAY TO ADMINISTRATIVE AGENT,
FOR DISTRIBUTION TO EACH REVOLVING LENDER IN PROPORTION TO THAT LENDER'S PRO
RATA SHARE, COMMITMENT FEES FOR THE PERIOD FROM AND INCLUDING THE CLOSING DATE
TO AND EXCLUDING THE REVOLVING LOAN COMMITMENT TERMINATION DATE EQUAL TO THE
AVERAGE OF THE DAILY EXCESS OF THE REVOLVING LOAN COMMITMENT AMOUNT OVER THE SUM
OF (I) THE AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING REVOLVING LOANS (BUT NOT
ANY OUTSTANDING SWING LINE LOANS) PLUS (II) THE LETTER OF CREDIT USAGE
MULTIPLIED BY THE PERCENTAGE PER ANNUM (THE "COMMITMENT FEE PERCENTAGE") SET
FORTH IN SCHEDULE 2.2 OPPOSITE THE APPLICABLE CONSOLIDATED LEVERAGE RATIO FOR
THE MOST RECENT FOUR FISCAL QUARTER PERIOD FOR WHICH THE APPLICABLE PRICING