AMOUNT OF ALL OUTSTANDING WORKING CAPITAL LOANS TO THE ADMINISTRATIVE
AGENT, FOR THE PRO RATA ACCOUNT OF THE LENDERS (BASED ON THEIR RESPECTIVE
WORKING CAPITAL LOAN COMMITMENT PERCENTAGES), TOGETHER WITH ANY AND ALL FEES AND
OTHER OBLIGATIONS OWED TO THE SENIOR SECURED PARTIES.
SECTION 3.04
INTEREST PAYMENT DATES. (A) INTEREST ACCRUED ON EACH LOAN SHALL
BE PAYABLE, WITHOUT DUPLICATION:
(I)
ON THE MATURITY DATE FOR SUCH LOAN;
(II)
ON EACH INTEREST PAYMENT DATE FOR SUCH LOAN; AND
(III)
WITH RESPECT TO ANY LOAN, ON ANY DATE WHEN SUCH LOAN IS
PREPAID HEREUNDER ON THE PORTION SO PREPAID.
(B)
INTEREST ACCRUED ON THE LOANS OR OTHER MONETARY OBLIGATIONS AFTER THE DATE
SUCH AMOUNT IS DUE AND PAYABLE (WHETHER ON THE MATURITY DATE FOR SUCH LOAN, ANY
QUARTERLY PAYMENT DATE, ANY INTEREST PAYMENT DATE, UPON ACCELERATION OR
OTHERWISE) SHALL BE PAYABLE UPON DEMAND.
(C)
INTEREST HEREUNDER SHALL BE DUE AND PAYABLE IN ACCORDANCE WITH THE TERMS
HEREOF, BEFORE AND AFTER JUDGMENT, REGARDLESS OF WHETHER AN INSOLVENCY OR
LIQUIDATION PROCEEDING EXISTS IN RESPECT OF THE BORROWER, AND, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE LENDERS SHALL BE ENTITLED TO RECEIVE POST-PETITION
INTEREST DURING THE PENDENCY OF AN INSOLVENCY OR LIQUIDATION PROCEEDING.
SECTION 3.05
INTEREST RATES. (A) PURSUANT TO EACH PROPERLY DELIVERED FUNDING
NOTICE AND INTEREST PERIOD NOTICE, (I) EACH EURODOLLAR LOAN SHALL ACCRUE
INTEREST AT A RATE PER ANNUM DURING EACH INTEREST PERIOD APPLICABLE THERETO
EQUAL TO THE SUM OF THE EURODOLLAR RATE FOR SUCH INTEREST PERIOD PLUS THE
APPLICABLE MARGIN AND (II) EACH BASE RATE LOAN SHALL ACCRUE INTEREST AT A RATE
PER ANNUM DURING EACH QUARTERLY PERIOD EQUAL TO THE SUM OF THE BASE RATE FOR
SUCH QUARTERLY PERIOD PLUS THE APPLICABLE MARGIN.
15
(B)
ON OR BEFORE 11:00 A.M., NEW YORK CITY TIME, AT LEAST THREE (3) BUSINESS
DAYS PRIOR TO THE END OF EACH INTEREST PERIOD FOR EACH EURODOLLAR LOAN, AND AT
LEAST THREE (3) BUSINESS DAYS PRIOR TO THE END OF ANY QUARTERLY PERIOD FOR ANY
BASE RATE LOANS, THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT AN
INTEREST PERIOD NOTICE SETTING FORTH THE BORROWER'S ELECTION (I) TO CONTINUE ANY
SUCH EURODOLLAR LOAN AS (OR CONVERT ANY SUCH BASE RATE LOAN TO) A EURODOLLAR
LOAN AND SETTING FORTH THE BORROWER'S ELECTION WITH RESPECT TO THE DURATION OF
THE NEXT INTEREST PERIOD APPLICABLE TO SUCH CONTINUED OR CONVERTED EURODOLLAR
LOAN, WHICH INTEREST PERIOD SHALL BE ONE (1), TWO (2), THREE (3) OR SIX
(6) MONTHS IN LENGTH OR (II) TO CONVERT ANY SUCH EURODOLLAR LOAN TO A BASE RATE
LOAN AT THE END OF THE THEN-CURRENT INTEREST PERIOD; PROVIDED, THAT IF AN EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING, ALL EURODOLLAR LOANS SHALL
AUTOMATICALLY CONVERT INTO BASE RATE LOANS AT THE END OF THE THEN-CURRENT
INTEREST PERIODS. UPON THE WAIVER OR CURE OF SUCH EVENT OF DEFAULT, THE BORROWER
SHALL HAVE THE OPTION TO CONTINUE SUCH LOANS AS BASE RATE LOANS AND/OR TO
CONVERT SUCH LOANS TO EURODOLLAR LOANS (BY DELIVERY OF AN INTEREST PERIOD
NOTICE),