APPLICABLE RATE.
(B)
IF ANY OBLIGATION IS NOT PAID WHEN DUE (WITHOUT REGARD TO ANY
APPLICABLE GRACE PERIODS), WHETHER AT STATED MATURITY, BY ACCELERATION OR
OTHERWISE, SUCH AMOUNT SHALL THEREAFTER BEAR INTEREST AT A FLUCTUATING INTEREST
RATE PER ANNUM AT 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
36
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 WITH
RESPECT TO THE BORROWER 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 APPLICABLE PERCENTAGE, 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
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 MATURITY DATE.
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.
(I)
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 Bank of America'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