ALL INTEREST AND FEES (WHEN
DUE AND PAYABLE), ALL LENDER GROUP EXPENSES (AS AND WHEN INCURRED), ALL FEES AND
COSTS PROVIDED FOR IN SECTION 2.11 (AS AND WHEN ACCRUED OR INCURRED), AND ALL
OTHER PAYMENTS AS AND WHEN DUE AND PAYABLE UNDER ANY LOAN DOCUMENT TO THE LOAN
ACCOUNT, WHICH AMOUNTS THEREAFTER SHALL CONSTITUTE OBLIGATIONS HEREUNDER AND
SHALL ACCRUE INTEREST AT THE RATE THEN APPLICABLE TO SUCH OBLIGATIONS
HEREUNDER.
TO THE EXTENT PERMITTED BY LAW, ANY INTEREST WITH RESPECT TO
OBLIGATIONS THAT IS NOT PAID WHEN DUE SHALL BE COMPOUNDED BY BEING CHARGED TO
THE BORROWERS' LOAN ACCOUNT AND SHALL THEREAFTER CONSTITUTE OBLIGATIONS
HEREUNDER AND SHALL ACCRUE INTEREST AT THE RATE THEN APPLICABLE TO SUCH
OBLIGATIONS HEREUNDER.
13
(D)
COMPUTATION.
ALL INTEREST AND FEES CHARGEABLE UNDER THE LOAN
DOCUMENTS SHALL BE COMPUTED ON THE BASIS OF A 360 DAY YEAR FOR THE ACTUAL NUMBER
OF DAYS ELAPSED.
IN THE EVENT THE BASE RATE IS CHANGED FROM TIME TO TIME
HEREAFTER, THE RATES OF INTEREST HEREUNDER BASED UPON THE BASE RATE
AUTOMATICALLY AND IMMEDIATELY SHALL BE INCREASED OR DECREASED BY AN AMOUNT EQUAL
TO SUCH CHANGE IN THE BASE RATE.
(E)
INTENT TO LIMIT CHARGES TO MAXIMUM LAWFUL RATE.
IN NO EVENT SHALL
THE INTEREST RATE OR RATES PAYABLE UNDER THIS AGREEMENT, PLUS ANY FEES, CHARGES,
COSTS AND PAYMENTS CONSTRUED TO BE EQUIVALENT TO INTEREST AND ANY OTHER AMOUNTS
PAID IN CONNECTION HEREWITH, EXCEED THE HIGHEST RATE PERMISSIBLE UNDER ANY LAW
THAT A COURT OF COMPETENT JURISDICTION SHALL, IN A FINAL DETERMINATION, DEEM
APPLICABLE.
BORROWERS AND THE LENDER GROUP, IN EXECUTING AND DELIVERING THIS
AGREEMENT, INTEND LEGALLY TO AGREE UPON THE RATE OR RATES OF INTEREST AND MANNER
OF PAYMENT STATED WITHIN IT; PROVIDED, HOWEVER, THAT, ANYTHING CONTAINED HEREIN
TO THE CONTRARY NOTWITHSTANDING, IF SAID RATE OR RATES OF INTEREST OR MANNER OF
PAYMENT EXCEEDS THE MAXIMUM ALLOWABLE UNDER APPLICABLE LAW, THEN, IPSO FACTO, AS
OF THE DATE OF THIS AGREEMENT, BORROWERS ARE AND SHALL BE LIABLE ONLY FOR THE
PAYMENT OF SUCH MAXIMUM AS ALLOWED BY LAW, AND PAYMENT RECEIVED FROM BORROWERS
IN EXCESS OF SUCH LEGAL MAXIMUM, WHENEVER RECEIVED, SHALL BE APPLIED TO REDUCE
THE PRINCIPAL BALANCE OF THE OBLIGATIONS TO THE EXTENT OF SUCH EXCESS.
2.7.
CASH MANAGEMENT.
(A)
BORROWERS SHALL (I) ESTABLISH AND MAINTAIN CASH MANAGEMENT SERVICES
OF A TYPE AND ON TERMS REASONABLY SATISFACTORY TO AGENT AT ONE OR MORE OF THE
BANKS SET FORTH ON SCHEDULE 2.7(A) AS AMENDED OR MODIFIED FROM TIME TO TIME
PURSUANT TO CLAUSE (C) BELOW (EACH A "CASH MANAGEMENT BANK"), AND SHALL REQUEST
IN WRITING AND OTHERWISE TAKE SUCH REASONABLE STEPS TO ENSURE THAT ALL OF THEIR
ACCOUNT DEBTORS FORWARD PAYMENT OF THE AMOUNTS OWED BY THEM DIRECTLY TO SUCH
CASH MANAGEMENT BANKS, AND (II) DEPOSIT OR CAUSE TO BE DEPOSITED PROMPTLY, AND
IN ANY EVENT NO LATER THAN THE FIRST BUSINESS DAY AFTER THE DATE OF RECEIPT
THEREOF, ALL OF THEIR COLLECTIONS FROM ACCOUNT DEBTORS (INCLUDING THOSE SENT
DIRECTLY BY THEIR ACCOUNT DEBTORS TO BORROWERS) INTO A BANK