SHALL
BEAR INTEREST ON THE DAILY BALANCE THEREOF AS FOLLOWS (I) IF THE RELEVANT
OBLIGATION IS THE TERM LOAN, AT A PER ANNUM RATE EQUAL TO THE BASE RATE PLUS THE
BASE RATE TERM LOAN MARGIN, AND (II) OTHERWISE, AT A PER ANNUM RATE EQUAL TO THE
BASE RATE PLUS THE BASE RATE MARGIN.
The foregoing notwithstanding, at no time shall any portion of the Obligations
(other than Bank Product Obligations) bear interest on the Daily Balance thereof
at a per annum rate less than 7.00%.
To the extent that interest accrued
hereunder at the rate set forth herein would be less than the foregoing minimum
daily rate, the interest rate chargeable hereunder for such day automatically
shall be deemed increased to the minimum rate.
(B)
LETTER OF CREDIT FEE.
BORROWER SHALL PAY AGENT (FOR THE RATABLE BENEFIT OF
THE LENDERS WITH A REVOLVER COMMITMENT, SUBJECT TO ANY LETTER AGREEMENT BETWEEN
AGENT AND INDIVIDUAL LENDERS), A LETTER OF CREDIT FEE (IN ADDITION TO THE
CHARGES, COMMISSIONS, FEES, AND COSTS SET FORTH IN SECTION 2.12(E)) WHICH SHALL
ACCRUE AT A RATE EQUAL TO
43
3.00% per annum times the Daily Balance of the undrawn amount of all outstanding
Letters of Credit.
(C)
DEFAULT RATE.
UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT
OF DEFAULT (AND AT THE ELECTION OF AGENT OR THE REQUIRED LENDERS),
(I)
ALL OBLIGATIONS (EXCEPT FOR UNDRAWN LETTERS OF CREDIT AND EXCEPT
FOR BANK PRODUCT OBLIGATIONS) THAT HAVE BEEN CHARGED TO THE LOAN ACCOUNT
PURSUANT TO THE TERMS HEREOF SHALL BEAR INTEREST ON THE DAILY BALANCE THEREOF AT
A PER ANNUM RATE EQUAL TO 4 PERCENTAGE POINTS ABOVE THE PER ANNUM RATE OTHERWISE
APPLICABLE HEREUNDER, AND
(II)
THE LETTER OF CREDIT FEE PROVIDED FOR ABOVE SHALL BE INCREASED TO
4 PERCENTAGE POINTS ABOVE THE PER ANNUM RATE OTHERWISE APPLICABLE HEREUNDER.
(D)
PAYMENT.
INTEREST, LETTER OF CREDIT FEES, AND ALL OTHER FEES PAYABLE
HEREUNDER SHALL BE DUE AND PAYABLE, IN ARREARS, ON THE FIRST DAY OF EACH MONTH
AT ANY TIME THAT OBLIGATIONS OR COMMITMENTS ARE OUTSTANDING.
BORROWER HEREBY
AUTHORIZES AGENT, FROM TIME TO TIME WITHOUT PRIOR NOTICE TO BORROWER, TO CHARGE
SUCH INTEREST AND FEES, ALL LENDER GROUP EXPENSES (AS AND WHEN INCURRED), THE
CHARGES, COMMISSIONS, FEES, AND COSTS PROVIDED FOR IN SECTION 2.12(E) (AS AND
WHEN ACCRUED OR INCURRED), THE 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 (INCLUDING THE AMOUNTS DUE AND PAYABLE WITH
RESPECT TO THE TERM LOAN AND INCLUDING ANY AMOUNTS DUE AND PAYABLE TO THE BANK
PRODUCT PROVIDERS IN RESPECT OF BANK PRODUCTS UP TO THE AMOUNT OF THE THEN
EXTANT BANK PRODUCT RESERVE) TO BORROWER'S LOAN ACCOUNT, WHICH AMOUNTS
THEREAFTER SHALL CONSTITUTE ADVANCES HEREUNDER AND SHALL ACCRUE INTEREST AT THE
RATE THEN APPLICABLE TO ADVANCES HEREUNDER; PROVIDED, HOWEVER, THAT IF, AT THE
TIME THAT ANY AMOUNTS DUE IN RESPECT OF INTEREST ON THE TERM LOAN ARE CHARGED TO
BORROWER'S