PAYABLE BY
BORROWER UNDER ANY LOAN DOCUMENT IS NOT PAID WHEN DUE (WITHOUT REGARD TO ANY
APPLICABLE GRACE PERIODS), WHETHER AT STATED MATURITY, BY ACCELERATION OR
OTHERWISE, THEN UPON THE LENDER, 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.
(III)
UPON THE REQUEST OF THE LENDER, WHILE ANY EVENT OF DEFAULT
EXISTS, BORROWER SHALL PAY INTEREST ON THE PRINCIPAL AMOUNT OF ALL OUTSTANDING
OBLIGATIONS HEREUNDER AT A FLUCTUATING INTEREST RATE PER ANNUM AT ALL TIMES
EQUAL TO THE DEFAULT RATE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.
(IV)
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.
2.08
FEES.
IN ADDITION TO CERTAIN FEES DESCRIBED IN SUBSECTIONS (I) AND
(J) OF SECTION 2.03:
(A)
COMMITMENT FEE.
BORROWER SHALL PAY TO THE LENDER, A COMMITMENT
FEE EQUAL TO THE APPLICABLE RATE TIMES THE ACTUAL DAILY AMOUNT BY WHICH THE
COMMITMENT EXCEEDS THE SUM OF (I) THE OUTSTANDING AMOUNT OF COMMITTED 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.
2.09
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 (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 ON A LOAN, OR ANY PORTION THEREOF, FOR THE DAY ON
WHICH THE LOAN OR