IN BANKRUPTCY OR THE COMMENCEMENT BY OR
AGAINST THE BORROWER OF ANY INSOLVENCY PROCEEDINGS.
(D)
ACCRUED INTEREST ON EACH LOAN SHALL BE PAYABLE IN ARREARS (I) IN
THE CASE OF A BASE RATE LOAN, ON THE LAST BUSINESS DAY OF EACH MONTH FOR WHICH
INTEREST IS DUE (PROVIDED THAT INTEREST ON ANY SWING LINE LOAN SHALL BE PAYABLE
ON THE DUE DATE OF SUCH LOAN UNDER SECTION 2.04(C)), (II) IN THE CASE OF A LIBOR
LOAN, ON THE LAST DAY OF THE INTEREST PERIOD THEREFOR, BUT NOT LESS OFTEN THAN
THE THREE MONTH ANNIVERSARY OF SUCH LIBOR LOAN, (III) IN THE CASE OF ALL LOANS,
ON THE DATE ON WHICH THE SAME MAY BECOME PAYABLE IN FULL (WHETHER AT STATED
MATURITY, BY ACCELERATION OR OTHERWISE) AND (IV) IN THE CASE OF ANY LOAN, UPON
THE PAYMENT, PREPAYMENT OR CONVERSION THEREOF (BUT ONLY ON THE PRINCIPAL AMOUNT
SO PAID, PREPAID OR CONVERTED); PROVIDED, HOWEVER, THAT INTEREST PAYABLE AT THE
POST-DEFAULT RATE SHALL BE PAYABLE FROM TIME TO TIME ON DEMAND OF THE
ADMINISTRATIVE AGENT.
(E)
ANYTHING IN THIS AGREEMENT OR THE NOTES TO THE CONTRARY
NOTWITHSTANDING, THE OBLIGATION OF THE BORROWER TO MAKE PAYMENTS OF INTEREST
SHALL BE SUBJECT TO THE LIMITATION THAT PAYMENTS OF INTEREST SHALL NOT BE
REQUIRED TO BE MADE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF ANY BANK TO
THE EXTENT THAT THE BANK'S RECEIPT THEREOF WOULD NOT BE PERMISSIBLE UNDER THE
LAW OR LAWS APPLICABLE TO SUCH BANK LIMITING RATES OF INTEREST WHICH MAY BE
CHARGED OR COLLECTED BY SUCH BANK.
ANY SUCH PAYMENTS OF INTEREST WHICH ARE NOT
MADE AS A RESULT OF THE LIMITATION REFERRED TO IN THE PRECEDING SENTENCE SHALL
BE MADE BY THE
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BORROWER TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH BANK, IF AT ALL, ON
THE DATE OR DATES ON WHICH THE RECEIPT THEREOF WOULD BE PERMISSIBLE UNDER THE
LAWS APPLICABLE TO SUCH BANK LIMITING RATES OF INTEREST WHICH MAY BE CHARGED OR
COLLECTED BY SUCH BANK.
ANY SUCH PAYMENTS OF INTEREST WHICH ARE MADE AND SHOULD
NOT HAVE BEEN MADE AS A RESULT OF THE LIMITATION REFERRED TO HEREIN SHALL BE
APPLIED FIRST TO THE PRINCIPAL OUTSTANDING ON THE BORROWER'S BASE RATE LOANS AND
THEN AT THE END OF THE THEN CURRENT INTEREST PERIOD TO LIBOR LOANS.
(F)
IN THE CASE OF TERM LOANS (A) ANY TERM LOAN WHICH IS A LIBOR LOAN
MAY, AT THE BORROWERS' OPTION, CONTINUE THE INTEREST PERIOD ASSIGNED TO THE
REVOLVING LOAN FROM WHICH IT WAS CONVERTED, IF SUCH INTEREST PERIOD WOULD EXPIRE
AFTER THE COMMITMENT TERMINATION DATE AND (B) NO TERM LOAN WHICH IS A LIBOR LOAN
MAY HAVE AN INTEREST PERIOD EXTENDING BEYOND THE TERM LOAN MATURITY DATE.
SECTION 2.11.
NOTES.
(A)
THE LOANS MADE BY EACH BANK SHALL BE
EVIDENCED BY A PROMISSORY NOTE MADE BY THE BORROWER AND PAYABLE TO THE ORDER OF
EACH BANK (THE "LOAN NOTES") IN SUBSTANTIALLY THE FORM OF EXHIBIT E1 HERETO, IN
A MAXIMUM PRINCIPAL AMOUNT EQUAL TO SUCH BANK'S COMMITMENT