Shake Shack 2015 Annual Report Download - page 142

in each case, on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the Effective
Date to but excluding the Maturity Date. Accrued commitment fees shall be payable in arrears on (a) the first Business Day of each calendar month
commencing on the first such date to occur after the Effective Date and (b) the Maturity Date. All commitment fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed.
(b)
The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the Applicable Rate on the average daily amount of such Lender’
s LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the
Maturity Date and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall
accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but excluding the later of the Maturity Date and the date on which there
ceases to be any LC Exposure, as well as the Issuing Bank’
s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of
Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar month shall
be payable on the first Business Day of each calendar month following such last day, commencing on the first such date to occur after the Effective Date;
provided
that all such fees shall be payable on the Maturity Date and any such fees accruing after the Maturity Date shall be payable on demand. Any
other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.
(c)
The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent.
(d)
All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be
refundable under any circumstances.
SECTION 2.11.
Interest . (1) The Loans comprising each CBFR Borrowing shall bear interest at the CB Floating Rate plus the Applicable
Rate.
(a)
The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate.
(b)
Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required
Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in