BE
INCREASED BY THREE PERCENT (3.00%) PER ANNUM; PROVIDED, HOWEVER, THE FOREGOING
ADJUSTMENTS ARE SUBJECT TO WAIVER BY THE REQUIRED LENDERS.
(D)
INTEREST RATE; LETTER OF CREDIT FEE DURING
SEASONAL OVERADVANCE PERIOD.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, AT ALL TIMES DURING WHICH SEASONAL ADVANCES ARE OUTSTANDING UNDER THE
SEASONAL OVERADVANCE FACILITY, (I) ALL LIBOR RATE LOANS SHALL BEAR INTEREST ON
THE DAILY BALANCE AT A PER ANNUM RATE EQUAL TO (A) THE ADJUSTED LIBOR RATE, PLUS
(B) THE LIBOR RATE MARGIN IN EFFECT FROM TIME TO TIME, PLUS (C) ONE-QUARTER OF
ONE PERCENT (.25%); (II) ALL REFERENCE RATE LOANS SHALL BEAR INTEREST ON THE
DAILY BALANCE AT A PER ANNUM RATE EQUAL TO (A) THE REFERENCE RATE, PLUS (B)
ONE-QUARTER OF ONE PERCENT (.25%); AND (III)
35
THE LETTER OF CREDIT FEE PROVIDED IN SECTION 2.7(B) SHALL BE INCREASED BY
ONE-QUARTER OF ONE PERCENT (0.25%) PER ANNUM.
(E)
PAYMENTS.
INTEREST IN RESPECT OF REFERENCE
RATE LOANS AND LETTER OF CREDIT FEES PAYABLE HEREUNDER SHALL BE DUE AND PAYABLE,
IN ARREARS, ON THE FIRST DAY OF EACH MONTH DURING THE TERM HEREOF.
INTEREST IN
RESPECT OF EACH LIBOR RATE LOAN SHALL BE DUE AND PAYABLE, IN ARREARS, ON (I) THE
LAST DAY OF THE APPLICABLE INTEREST PERIOD, AND (II) THE FIRST DAY OF EACH MONTH
OCCURRING DURING THE TERM THEREOF.
EACH BORROWER HEREBY AUTHORIZES THE AGENT,
AT ITS OPTION, WITHOUT PRIOR NOTICE TO SUCH BORROWER, TO CHARGE SUCH INTEREST
AND LETTER OF CREDIT FEES, THE FEES AND CHARGES PROVIDED FOR IN SECTION 2.12 (AS
AND WHEN ACCRUED OR INCURRED), ALL AMOUNTS DUE UNDER THE L/C DEMAND FACILITY,
AND ALL INSTALLMENTS OR OTHER PAYMENTS DUE UNDER ANY LOAN DOCUMENT (INCLUDING
THE AMOUNTS DUE AND PAYABLE TO THE BANK PRODUCT PROVIDERS IN RESPECT TO BANK
PRODUCTS UP TO THE AMOUNT OF THE BANK PRODUCT RESERVE) TO ADMINISTRATIVE
BORROWER'S LOAN ACCOUNT, WHICH AMOUNTS THEREAFTER SHALL ACCRUE INTEREST AT THE
RATE THEN APPLICABLE TO ADVANCES HEREUNDER.
ANY INTEREST NOT PAID WHEN DUE
SHALL BE COMPOUNDED AND SHALL THEREAFTER ACCRUE INTEREST AT THE RATE THEN
APPLICABLE TO ADVANCES HEREUNDER.
(F)
COMPUTATION.
IN THE EVENT THE REFERENCE
RATE IS CHANGED FROM TIME TO TIME HEREAFTER, THE APPLICABLE RATE OF INTEREST
HEREUNDER AUTOMATICALLY AND IMMEDIATELY SHALL BE INCREASED OR DECREASED BY AN
AMOUNT EQUAL TO SUCH CHANGE IN THE REFERENCE RATE.
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.
(G)
INTENT TO LIMIT CHARGES TO MAXIMUM LAWFUL
RATE.
IN NO EVENT SHALL THE INTEREST RATE OR RATES PAYABLE UNDER THIS
AGREEMENT, PLUS 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