immediately preceding sentence of this Section 2.3(d), Agent
shall notify the Lenders (including, without limitation, each Assuming Lender)
and the Borrower Agent, on or before 2:00 pm (New York time), by facsimile,
email or other electronic communication, of the occurrence of such Accordion
Increase and shall record in the Loan Account the relevant information with
respect to each Increasing Lender and each Assuming Lender on such date.
The
Borrower Agent shall prepay Loans on such Accordion Effective Date to the extent
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necessary to cause the outstanding Loans to be ratable with the Commitment of
each Lender.
This Section shall supersede the provisions of Section 15.1 as
applicable.
SECTION 3.
INTEREST, FEES AND CHARGES
3.1
Interest.
3.1.1
RATES AND PAYMENT OF INTEREST.
A.
THE OBLIGATIONS SHALL BEAR INTEREST (I) IF A BASE RATE LOAN, AT
THE ALTERNATE BASE RATE IN EFFECT FROM TIME TO TIME, PLUS THE APPLICABLE MARGIN;
(II) IF A LIBOR LOAN, AT LIBOR FOR THE APPLICABLE INTEREST PERIOD, PLUS THE
APPLICABLE MARGIN; AND (III) IF ANY OTHER OBLIGATION (INCLUDING, TO THE EXTENT
PERMITTED BY LAW, INTEREST NOT PAID WHEN DUE), AT THE ALTERNATE BASE RATE IN
EFFECT FROM TIME TO TIME, PLUS THE APPLICABLE MARGIN FOR BASE RATE LOANS.
INTEREST SHALL ACCRUE FROM THE DATE THE LOAN IS ADVANCED OR THE OBLIGATION IS
INCURRED OR PAYABLE, UNTIL PAID BY BORROWERS.
IF A LOAN IS REPAID ON THE SAME
DAY MADE, ONE DAY'S INTEREST SHALL ACCRUE.
B.
DURING AN INSOLVENCY PROCEEDING WITH RESPECT TO ANY BORROWER, OR
DURING ANY OTHER EVENT OF DEFAULT IF AGENT OR REQUIRED LENDERS IN THEIR
DISCRETION SO ELECT, OBLIGATIONS SHALL BEAR INTEREST AT THE DEFAULT RATE
(WHETHER BEFORE OR AFTER ANY JUDGMENT).
EACH BORROWER ACKNOWLEDGES THAT THE
COST AND EXPENSE TO AGENT AND LENDERS DUE TO AN EVENT OF DEFAULT ARE DIFFICULT
TO ASCERTAIN AND THAT THE DEFAULT RATE IS A FAIR AND REASONABLE ESTIMATE TO
COMPENSATE AGENT AND LENDERS FOR THIS.
C.
INTEREST ACCRUED ON THE LOANS SHALL BE DUE AND PAYABLE IN
ARREARS, (I) ON THE FIRST DAY OF EACH QUARTER WITH RESPECT TO BASE RATE LOANS;
(II) ON THE LAST DAY OF ANY INTEREST PERIOD WITH RESPECT TO LIBOR LOANS,
PROVIDED THAT ACCRUED INTEREST ON LIBOR LOANS HAVING AN INTEREST PERIOD OF 180
DAYS SHALL ALSO BE PAID ON THE 90TH DAY OF EACH SUCH INTEREST PERIOD; (III) ON
ANY DATE OF PREPAYMENT, WITH RESPECT TO THE PRINCIPAL AMOUNT OF LOANS BEING
PREPAID; AND (IV) ON THE COMMITMENT TERMINATION DATE.
INTEREST ACCRUED ON ANY
OTHER OBLIGATIONS SHALL BE DUE AND PAYABLE AS PROVIDED IN THE LOAN DOCUMENTS
AND, IF NO PAYMENT DATE IS SPECIFIED, SHALL BE DUE AND PAYABLE ON DEMAND.
NOTWITHSTANDING THE FOREGOING, INTEREST ACCRUED AT THE DEFAULT RATE SHALL BE DUE
AND PAYABLE ON DEMAND.
3.1.2
APPLICATION OF LIBOR TO OUTSTANDING LOANS.
A.
BORROWER AGENT MAY ON ANY BUSINESS DAY, SUBJECT TO DELIVERY OF A
NOTICE OF CONVERSION/CONTINUATION, ELECT TO CONVERT ANY PORTION OF THE BASE RATE
LOANS TO, OR TO CONTINUE ANY LIBOR LOAN AT THE