INTEREST RATE PER ANNUM AT ALL TIMES EQUAL TO THE DEFAULT RATE TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAWS.
(IV)
ACCRUED AND UNPAID INTEREST ON PAST DUE
AMOUNTS (INCLUDING INTEREST ON PAST DUE INTEREST) SHALL BE DUE AND PAYABLE UPON
DEMAND.
(C)
INTEREST ON EACH LOAN SHALL BE DUE AND
PAYABLE IN ARREARS ON EACH INTEREST PAYMENT DATE APPLICABLE THERETO AND AT SUCH
OTHER TIMES AS MAY BE SPECIFIED HEREIN.
INTEREST HEREUNDER SHALL BE DUE AND
PAYABLE IN ACCORDANCE WITH THE TERMS HEREOF BEFORE AND AFTER
42
JUDGMENT, AND BEFORE AND AFTER THE COMMENCEMENT OF ANY PROCEEDING UNDER ANY
DEBTOR RELIEF LAW.
2.08
FEES.
IN ADDITION TO CERTAIN FEES DESCRIBED IN
SUBSECTIONS (I) AND (J) OF SECTION 2.03:
(A)
COMMITMENT FEE.
THE BORROWER SHALL PAY TO
THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER THAT IS NOT A DEFAULTING
LENDER IN ACCORDANCE WITH ITS APPLICABLE PERCENTAGE, A COMMITMENT FEE EQUAL TO
THE APPLICABLE RATE FOR THE COMMITMENT FEE TIMES THE ACTUAL DAILY AMOUNT (THE
"COMMITMENT AMOUNT") BY WHICH THE AGGREGATE COMMITMENTS EXCEED THE SUM OF (I)
THE OUTSTANDING AMOUNT OF COMMITTED LOANS AND (II) THE OUTSTANDING AMOUNT OF L/C
OBLIGATIONS.
THE COMMITMENT FEE SHALL ACCRUE AT ALL TIMES DURING THE
AVAILABILITY PERIOD, INCLUDING AT ANY TIME DURING WHICH ONE OR MORE OF THE
CONDITIONS IN ARTICLE IV IS NOT MET, AND SHALL BE DUE AND PAYABLE QUARTERLY IN
ARREARS ON THE LAST BUSINESS DAY OF EACH MARCH, JUNE, SEPTEMBER AND DECEMBER,
COMMENCING WITH THE FIRST SUCH DATE TO OCCUR AFTER THE CLOSING DATE, AND ON THE
MATURITY DATE.
THE COMMITMENT FEE SHALL BE CALCULATED QUARTERLY IN ARREARS, AND
IF THERE IS ANY CHANGE IN THE COMMITMENT AMOUNT OR THE APPLICABLE RATE DURING
ANY QUARTER, THE ACTUAL DAILY AMOUNT SHALL BE COMPUTED AND MULTIPLIED BY THE
APPLICABLE RATE SEPARATELY FOR EACH PERIOD DURING SUCH QUARTER THAT SUCH
APPLICABLE RATE WAS IN EFFECT.
(B)
OTHER FEES.
(I)
THE BORROWER SHALL PAY TO THE ARRANGERS
AND THE AGENTS FOR THEIR OWN RESPECTIVE ACCOUNTS, FEES IN THE AMOUNTS AND AT THE
TIMES SPECIFIED IN THE FEE LETTERS.
SUCH FEES SHALL BE FULLY EARNED WHEN PAID
AND SHALL NOT BE REFUNDABLE FOR ANY REASON WHATSOEVER.
(II)
THE BORROWER SHALL PAY TO THE LENDERS SUCH
FEES AS SHALL HAVE BEEN SEPARATELY AGREED UPON IN WRITING IN THE AMOUNTS AND AT
THE TIMES SO SPECIFIED.
SUCH FEES SHALL BE FULLY EARNED WHEN PAID AND SHALL NOT
BE REFUNDABLE FOR ANY REASON WHATSOEVER.
2.09
COMPUTATION OF INTEREST AND FEES.
ALL
COMPUTATIONS OF INTEREST FOR BASE RATE LOANS WHEN THE BASE RATE IS DETERMINED BY
THE ADMINISTRATIVE AGENT'S "PRIME RATE" SHALL BE MADE ON THE BASIS OF A YEAR OF
365 OR 366 DAYS, AS THE CASE MAY BE, AND ACTUAL DAYS ELAPSED.
ALL OTHER
COMPUTATIONS OF FEES AND INTEREST SHALL BE MADE ON THE BASIS OF A 360-DAY YEAR
AND ACTUAL DAYS ELAPSED (WHICH RESULTS IN MORE FEES OR INTEREST, AS APPLICABLE,
BEING PAID THAN IF COMPUTED ON THE BASIS OF A 365-DAY YEAR).
INTEREST