THE INTEREST
RATE; PROVIDED, HOWEVER, THAT ALL INTEREST ACCRUED ON THE LOAN AND UNPAID ON THE
MATURITY DATE SHALL BE PAID ON THE MATURITY DATE.
(B)
IF PRIOR TO THE COMMENCEMENT OF ANY INTEREST PERIOD FOR THE LOAN,
ADMINISTRATIVE AGENT SHALL DETERMINE THAT BY REASON OF CIRCUMSTANCES AFFECTING
THE LONDON INTERBANK MARKET ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR
ASCERTAINING THE INTEREST RATE BASED ON THE LIBOR RATE FOR SUCH INTEREST PERIOD
OR ADMINISTRATIVE AGENT IS ADVISED BY THE MAJORITY LENDERS THAT THE INTEREST
RATE FOR SUCH INTEREST PERIOD WILL NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO
SUCH LENDERS OF MAKING OR MAINTAINING THEIR LOAN FOR SUCH INTEREST PERIOD, THEN
ADMINISTRATIVE AGENT SHALL GIVE NOTICE THEREOF TO BORROWER AND LENDERS BY
TELEPHONE OR TELECOPY AS PROMPTLY AS PRACTICABLE THEREAFTER AND, UNTIL
ADMINISTRATIVE AGENT NOTIFIES BORROWER AND LENDERS THAT THE CIRCUMSTANCES GIVING
RISE TO SUCH NOTICE NO LONGER EXIST, THE LOAN SHALL BEAR INTEREST AT THE PRIME
RATE DURING SUCH INTEREST PERIOD.
(C)
IF ANY PAYMENT REQUIRED UNDER THIS LOAN AGREEMENT OR THE NOTE IS
NOT PAID WITHIN FIVE (5) DAYS AFTER SUCH PAYMENT IS DUE, THEN, UNLESS WAIVED
PURSUANT TO SECTION 3.8(S) HEREOF, BORROWER SHALL PAY, AT ADMINISTRATIVE AGENT'S
REQUEST, A LATE CHARGE (THE "LATE CHARGE") EQUAL TO FIVE PERCENT (5.00%) OF THE
AMOUNT OF SUCH PAYMENT TO COMPENSATE LENDERS FOR ADMINISTRATIVE EXPENSES AND
OTHER COSTS OF DELINQUENT PAYMENTS.
EACH SUCH LATE CHARGE MAY BE ASSESSED UPON
NOTICE, SHALL BE IMMEDIATELY DUE AND PAYABLE AND SHALL BE IN ADDITION TO ALL
OTHER RIGHTS AND REMEDIES AVAILABLE TO ADMINISTRATIVE AGENT AND LENDERS.
IF AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, OR IF ANY PRINCIPAL OF OR
INTEREST ON THE LOAN OR ANY FEE OR OTHER AMOUNT PAYABLE BY BORROWER HEREUNDER IS
NOT PAID WHEN DUE, WHETHER AT STATED MATURITY, UPON ACCELERATION OR OTHERWISE,
THEN THE PRINCIPAL AMOUNT OF THE LOAN OUTSTANDING AND ANY OVERDUE AMOUNT (IN THE
CASE OF A FAILURE TO PAY AMOUNTS WHEN DUE) MAY, AT THE ELECTION OF
ADMINISTRATIVE AGENT, BEAR INTEREST, AFTER AS WELL AS BEFORE JUDGMENT, AT A RATE
PER ANNUM EQUAL TO THE DEFAULT RATE; PROVIDED, HOWEVER, THAT IF THE SOLE EVENT
OF DEFAULT IS FAILURE TO MAKE A PAYMENT REQUIRED UNDER THIS LOAN AGREEMENT AND
BORROWER HAS PAID A LATE CHARGE IN RESPECT OF SUCH PAYMENT, INTEREST ON ACCOUNT
OF SUCH EVENT OF DEFAULT WILL NOT BE CHARGED DURING THE MONTH IN WHICH SUCH LATE
CHARGE WAS PAID UNLESS ANOTHER EVENT OF DEFAULT OCCURS DURING SUCH MONTH.
14
(D)
IN NO EVENT SHALL ANY INTEREST RATE PROVIDED FOR IN THIS LOAN
AGREEMENT OR THE NOTE EXCEED THE MAXIMUM RATE PERMITTED BY THE THEN APPLICABLE
LAW.
IT IS THE INTENTION OF THE PARTIES HERETO TO STRICTLY COMPLY WITH
APPLICABLE USURY LAWS; ACCORDINGLY, IT IS AGREED THAT, NOTWITHSTANDING ANY
PROVISION TO THE CONTRARY IN THIS LOAN AGREEMENT, IN THE NOTES, OR IN THE OTHER
LOAN DOCUMENTS, IN NO EVENT SHALL THIS LOAN AGREEMENT, THE NOTES, OR THE OTHER
LOAN DOCUMENTS BE