ANY TIME THAT OBLIGATIONS OR COMMITMENTS ARE OUTSTANDING.
BORROWERS HEREBY
AUTHORIZE AGENT, FROM TIME TO TIME, WITHOUT PRIOR NOTICE TO BORROWERS, TO CHARGE
ALL INTEREST AND FEES (WHEN DUE AND PAYABLE), ALL LENDER GROUP EXPENSES (AS AND
WHEN INCURRED), ALL CHARGES, COMMISSIONS, FEES, AND COSTS PROVIDED FOR IN
SECTION 2.12(E) (AS AND WHEN ACCRUED OR INCURRED), ALL 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 ANY AMOUNTS DUE AND
PAYABLE TO THE BANK PRODUCT
11
Provider in respect of Bank Products up to the amount of the Bank Product
Reserve) to Borrowers' Loan Account, which amounts thereafter shall constitute
Advances hereunder and shall accrue interest at the rate then applicable to
Advances hereunder.
Any interest not paid when due shall be compounded by being
charged to Borrowers' Loan Account and shall thereafter constitute Advances
hereunder and shall accrue interest at the rate then applicable to Advances that
are Base Rate Loans hereunder.
(E)
COMPUTATION.
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.
IN THE EVENT THE BASE RATE IS CHANGED FROM TIME TO TIME HEREAFTER, THE
RATES OF INTEREST HEREUNDER BASED UPON THE BASE RATE AUTOMATICALLY AND
IMMEDIATELY SHALL BE INCREASED OR DECREASED BY AN AMOUNT EQUAL TO SUCH CHANGE IN
THE BASE RATE.
(F)
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 THE CONTRARY NOTWITHSTANDING, IF SAID RATE OR RATES OF INTEREST OR MANNER OF
PAYMENT EXCEEDS THE MAXIMUM ALLOWABLE UNDER APPLICABLE LAW, THEN, IPSO FACTO, AS
OF THE DATE OF THIS AGREEMENT, BORROWERS ARE AND SHALL BE LIABLE ONLY FOR THE
PAYMENT OF SUCH MAXIMUM AS ALLOWED BY LAW, AND PAYMENT RECEIVED FROM BORROWERS
IN EXCESS OF SUCH LEGAL MAXIMUM, WHENEVER RECEIVED, SHALL BE APPLIED TO REDUCE
THE PRINCIPAL BALANCE OF THE OBLIGATIONS TO THE EXTENT OF SUCH EXCESS.
2.7
Cash Management
Subject to Section 3.6 hereof:
(A)
BORROWERS SHALL (I) ESTABLISH AND MAINTAIN CASH MANAGEMENT SERVICES OF A
TYPE AND ON TERMS SATISFACTORY TO AGENT AT ONE OR MORE OF THE BANKS SET FORTH ON
SCHEDULE 2.7(A) (EACH A "CASH MANAGEMENT BANK"), AND SHALL REQUEST IN WRITING
AND OTHERWISE TAKE SUCH REASONABLE STEPS TO ENSURE THAT ALL OF THEIR ACCOUNT
DEBTORS FORWARD PAYMENT OF THE AMOUNTS OWED BY THEM DIRECTLY TO SUCH CASH
MANAGEMENT BANK, AND (II) DEPOSIT OR CAUSE TO BE DEPOSITED PROMPTLY, AND IN ANY
EVENT