ALL TIMES EQUAL TO THE DEFAULT RATE TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS. ACCRUED AND UNPAID INTEREST ON
PAST DUE AMOUNTS (INCLUDING INTEREST ON PAST DUE INTEREST) SHALL BE DUE AND
PAYABLE UPON DEMAND.
(C)
INTEREST ON EACH LOAN SHALL BE DUE AND PAYABLE IN ARREARS ON EACH
INTEREST PAYMENT DATE APPLICABLE THERETO AND AT SUCH OTHER TIMES AS MAY BE
SPECIFIED HEREIN. INTEREST HEREUNDER SHALL BE DUE AND PAYABLE IN ACCORDANCE WITH
THE TERMS HEREOF BEFORE AND AFTER JUDGMENT, AND BEFORE AND AFTER THE
COMMENCEMENT OF ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW.
2.09
FEES. IN ADDITION TO CERTAIN FEES DESCRIBED IN SUBSECTIONS (I) AND
(J) OF SECTION 2.03:
(A)
COMMITMENT FEE. THE BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF EACH LENDER IN ACCORDANCE WITH ITS PRO RATA SHARE, A
COMMITMENT FEE EQUAL TO THE APPLICABLE RATE TIMES THE ACTUAL DAILY AMOUNT BY
WHICH THE AGGREGATE COMMITMENTS EXCEED THE SUM OF (I) THE OUTSTANDING AMOUNT OF
REVOLVING LOANS AND (II) THE OUTSTANDING AMOUNT OF L/C OBLIGATIONS. THE
COMMITMENT FEE SHALL ACCRUE AT ALL TIMES DURING THE AVAILABILITY PERIOD,
INCLUDING AT ANY TIME DURING WHICH ONE OR MORE OF THE CONDITIONS IN ARTICLE IV
IS NOT MET, AND SHALL BE DUE AND PAYABLE QUARTERLY IN ARREARS ON THE LAST
BUSINESS DAY OF EACH MARCH, JUNE, SEPTEMBER AND DECEMBER, COMMENCING WITH THE
FIRST SUCH DATE TO OCCUR AFTER THE CLOSING DATE, AND ON THE LAST DAY OF THE
AVAILABILITY PERIOD. THE COMMITMENT FEE SHALL BE CALCULATED QUARTERLY IN
ARREARS, AND IF THERE IS ANY CHANGE IN THE APPLICABLE RATE DURING ANY QUARTER,
THE ACTUAL DAILY AMOUNT SHALL BE COMPUTED AND MULTIPLIED BY THE APPLICABLE RATE
SEPARATELY FOR EACH PERIOD DURING SUCH QUARTER THAT SUCH APPLICABLE RATE WAS IN
EFFECT.
(B)
OTHER FEES.
(I)
THE BORROWER SHALL PAY TO THE ARRANGER AND THE ADMINISTRATIVE
AGENT FOR THEIR OWN RESPECTIVE ACCOUNTS FEES IN THE AMOUNTS AND AT THE TIMES
SPECIFIED IN THE FEE LETTER. SUCH FEES SHALL BE FULLY EARNED WHEN PAID AND SHALL
NOT BE REFUNDABLE FOR ANY REASON WHATSOEVER.
(II)
THE BORROWER SHALL PAY TO THE LENDERS SUCH FEES AS SHALL HAVE
BEEN SEPARATELY AGREED UPON IN WRITING IN THE AMOUNTS AND AT THE TIMES SO
SPECIFIED. SUCH FEES SHALL BE FULLY EARNED WHEN PAID AND SHALL NOT BE REFUNDABLE
FOR ANY REASON WHATSOEVER.
2.10
COMPUTATION OF INTEREST AND FEES. ALL COMPUTATIONS OF INTEREST FOR
BASE RATE LOANS WHEN THE BASE RATE IS DETERMINED BY GUARANTY BANK'S "PRIME RATE"
SHALL BE MADE ON THE BASIS OF A YEAR OF 365 OR 366 DAYS, AS THE CASE MAY BE, AND
ACTUAL DAYS ELAPSED. ALL OTHER COMPUTATIONS OF FEES AND INTEREST SHALL BE MADE
ON THE BASIS OF A 360-DAY YEAR AND ACTUAL DAYS ELAPSED (WHICH RESULTS IN MORE
FEES OR INTEREST, AS APPLICABLE, BEING PAID THAN IF COMPUTED ON THE BASIS OF A
365-DAY YEAR). INTEREST SHALL ACCRUE ON EACH LOAN FOR THE DAY ON WHICH THE LOAN
IS
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MADE, AND SHALL NOT ACCRUE