DAY OF ANY MONTH.
IN THE
EVENT THAT ANY LOANS ARE PREPAID PURSUANT TO THIS SECTION 4.1 AT ANY TIME PRIOR
TO THE FIRST ANNIVERSARY OF THE CLOSING DATE, THE BORROWER SHALL PAY THE
LENDERS, IN ADDITION TO THE PRINCIPAL AMOUNT OF, AND ACCRUED BUT UNPAID INTEREST
ON, SUCH PREPAID LOANS, AN AMOUNT EQUAL TO THE MAKE-WHOLE PREMIUM.
4.2.
[RESERVED.]
4.3.
[RESERVED.]
4.4.
[RESERVED.]
4.5.
INTEREST RATES AND PAYMENT DATES.
(A)
EACH LOAN SHALL BEAR
INTEREST AT A RATE PER ANNUM EQUAL TO THE PRIME RATE PLUS THE APPLICABLE MARGIN.
(B)
IF ALL OR A PORTION OF THE PRINCIPAL AMOUNT OF ANY LOAN, OR ALL OR A
PORTION OF ANY INTEREST PAYABLE ON ANY LOAN OR ANY FEE PAYABLE HEREUNDER, SHALL
NOT BE PAID WHEN DUE (WHETHER AT THE STATED MATURITY, BY ACCELERATION OR
OTHERWISE), SUCH OVERDUE AMOUNT SHALL BEAR INTEREST AT A RATE PER ANNUM EQUAL TO
THE RATE THEN APPLICABLE TO LOANS PLUS 2%, IN EACH CASE, FROM THE DATE OF SUCH
NON-PAYMENT UNTIL SUCH AMOUNT IS PAID IN FULL (AFTER AS WELL AS BEFORE
JUDGMENT).
(C)
INTEREST SHALL BE PAYABLE IN ARREARS ON EACH INTEREST PAYMENT DATE,
PROVIDED THAT INTEREST ACCRUING PURSUANT TO PARAGRAPH (B) OF THIS SECTION SHALL
BE PAYABLE FROM TIME TO TIME ON DEMAND.
25
4.6.
COMPUTATION OF INTEREST AND FEES.
(A)
FEES PAYABLE PURSUANT
HERETO SHALL BE CALCULATED ON THE BASIS OF A 360-DAY YEAR FOR THE ACTUAL DAYS
ELAPSED, AND THE INTEREST ON LOANS HEREUNDER SHALL BE CALCULATED ON THE BASIS OF
A 365- (OR 366-, AS THE CASE MAY BE) DAY YEAR FOR THE ACTUAL DAYS ELAPSED.
ANY
CHANGE IN THE INTEREST RATE ON A LOAN RESULTING FROM A CHANGE IN THE PRIME RATE
SHALL BECOME EFFECTIVE AS OF THE OPENING OF BUSINESS ON THE DAY ON WHICH SUCH
CHANGE BECOMES EFFECTIVE.
THE ADMINISTRATIVE AGENT SHALL AS SOON AS PRACTICABLE
NOTIFY THE BORROWER AND THE RELEVANT LENDERS OF THE EFFECTIVE DATE AND THE
AMOUNT OF EACH SUCH CHANGE IN INTEREST RATE.
(B)
EACH DETERMINATION OF AN INTEREST RATE BY THE ADMINISTRATIVE AGENT
PURSUANT TO ANY PROVISION OF THIS AGREEMENT SHALL BE CONCLUSIVE AND BINDING ON
THE BORROWER AND THE LENDERS IN THE ABSENCE OF MANIFEST ERROR.
4.7.
[RESERVED.]
4.8.
PRO RATA TREATMENT AND PAYMENTS. (A)
[RESERVED.]
(B)
EACH PAYMENT TO THE LENDERS UNDER THE LOAN DOCUMENTS, INCLUDING WITHOUT
LIMITATION EACH PAYMENT (INCLUDING EACH PREPAYMENT) BY THE BORROWER ON ACCOUNT
OF PRINCIPAL OF AND INTEREST ON THE LOANS SHALL BE MADE PRO RATA ACCORDING TO
THE RESPECTIVE OUTSTANDING PRINCIPAL AMOUNTS OF THE LOANS THEN HELD BY THE
LENDERS.
AMOUNTS PREPAID ON ACCOUNT OF THE LOANS MAY NOT BE REBORROWED.
PAYMENTS MADE TO THE ADMINISTRATIVE AGENT OF ANY AMOUNTS OWING TO THE LENDERS
UNDER THE LOAN DOCUMENTS SHALL AT ALL TIMES BE HELD BY THE ADMINISTRATIVE AGENT
AS AGENT FOR THE BENEFIT OF THE RESPECTIVE LENDERS IN A SEGREGATED ACCOUNT AND
SHALL BE PAID TO THE RESPECTIVE LENDERS AS SOON AS REASONABLY PRACTICABLE.
(C)
[RESERVED.]
(D)
ALL PAYMENTS (INCLUDING PREPAYMENTS) TO BE