PAID WITHIN FIFTEEN (15) DAYS AFTER
SUCH PAYMENT IS DUE, SHALL BE CHARGED BY ADMINISTRATIVE AGENT (FOR THE BENEFIT
OF LENDERS) AND PAID BY BORROWER FOR THE PURPOSE OF DEFRAYING THE EXPENSE
INCIDENT TO HANDLING SUCH DELINQUENT PAYMENT.
BORROWER AND ADMINISTRATIVE AGENT
AGREE THAT THIS LATE CHARGE REPRESENTS A REASONABLE SUM CONSIDERING ALL OF THE
CIRCUMSTANCES EXISTING ON THE DATE HEREOF AND REPRESENTS A FAIR AND REASONABLE
ESTIMATE OF THE COSTS THAT ADMINISTRATIVE AGENT AND LENDERS WILL INCUR BY REASON
OF LATE PAYMENT.
BORROWER AND ADMINISTRATIVE AGENT FURTHER AGREE THAT PROOF OF
ACTUAL DAMAGES WOULD BE COSTLY AND INCONVENIENT.
ACCEPTANCE OF ANY LATE CHARGE
SHALL NOT CONSTITUTE A WAIVER OF THE DEFAULT WITH RESPECT TO THE OVERDUE
INSTALLMENT, AND SHALL NOT PREVENT ADMINISTRATIVE AGENT FROM EXERCISING ANY OF
THE OTHER RIGHTS AVAILABLE HEREUNDER OR ANY OTHER LOAN DOCUMENT.
SUCH LATE
CHARGE SHALL BE PAID WITHOUT PREJUDICE TO ANY OTHER RIGHTS OF ADMINISTRATIVE
AGENT.
(D)
COMPUTATION OF INTEREST.
INTEREST SHALL BE COMPUTED ON THE BASIS
OF THE ACTUAL NUMBER OF DAYS ELAPSED IN THE PERIOD DURING WHICH INTEREST OR FEES
ACCRUE AND A YEAR OF THREE HUNDRED SIXTY (360) DAYS ON THE PRINCIPAL BALANCE OF
THE LOAN OUTSTANDING FROM TIME TO TIME.
IN COMPUTING INTEREST ON THE LOAN, THE
DATE OF THE MAKING OF A DISBURSEMENT UNDER THE LOAN SHALL BE INCLUDED AND THE
DATE OF PAYMENT SHALL BE EXCLUDED.
NOTWITHSTANDING ANY PROVISION IN THIS
SECTION 2.10, INTEREST IN RESPECT OF THE LOAN SHALL NOT EXCEED THE MAXIMUM RATE
PERMITTED BY APPLICABLE LAW.
(E)
EFFECTIVE RATE.
THE "EFFECTIVE RATE" UPON WHICH INTEREST SHALL BE
CALCULATED FOR THE LOAN SHALL, FROM AND AFTER THE EFFECTIVE DATE OF THIS
AGREEMENT, BE ONE OR MORE OF THE FOLLOWING:
(I)
PROVIDED NO DEFAULT EXISTS UNDER THIS AGREEMENT:
(A)
FOR THOSE PORTIONS OF THE PRINCIPAL BALANCE OF THE NOTES
WHICH ARE NOT FIXED RATE PORTIONS, THE EFFECTIVE RATE SHALL BE THE VARIABLE
RATE.
(B)
FOR THOSE PORTIONS OF THE PRINCIPAL BALANCE OF THE NOTES
WHICH ARE FIXED RATE PORTIONS, THE EFFECTIVE RATE FOR THE FIXED RATE PERIOD
THEREOF SHALL BE THE FIXED RATE SELECTED BY BORROWER AND SET IN ACCORDANCE WITH
THE PROVISIONS HEREOF, PROVIDED, HOWEVER, IF ANY OF THE TRANSACTIONS NECESSARY
FOR THE CALCULATION OF INTEREST AT ANY FIXED RATE REQUESTED OR SELECTED BY
BORROWER SHOULD BE OR BECOME PROHIBITED OR UNAVAILABLE TO ADMINISTRATIVE AGENT,
OR, IF IN ADMINISTRATIVE AGENT 'S GOOD FAITH JUDGMENT, IT IS NOT POSSIBLE OR
PRACTICAL FOR ADMINISTRATIVE AGENT TO SET A FIXED RATE FOR A FIXED RATE PORTION
AND FIXED RATE PERIOD AS REQUESTED OR SELECTED BY BORROWER, THE EFFECTIVE RATE
FOR SUCH FIXED RATE PORTION SHALL REMAIN AT OR REVERT TO THE VARIABLE RATE.
(II)
DURING SUCH TIME AS A DEFAULT EXISTS UNDER THIS AGREEMENT; OR
FROM AND AFTER THE DATE ON WHICH ALL SUMS OWING UNDER THE NOTES BECOME DUE AND
PAYABLE BY ACCELERATION OR OTHERWISE; OR FROM AND AFTER THE DATE ON WHICH THE
COLLATERAL OR ANY PORTION THEREOF OR INTEREST THEREIN, IS SOLD, TRANSFERRED,
MORTGAGED, ASSIGNED,