Common use of Interest and Default Interest Clause in Contracts

Interest and Default Interest. (a) The Borrowers shall pay interest on the unpaid principal amount of the Loan from the respective Drawdown Dates until the principal amount of is paid in full, payable on each Interest Payment Date. Notwithstanding the preceding sentence of this Section 2.04(a), all interest accrued on any balance of the Loan outstanding on the Maturity Date shall be paid on the Maturity Date. (b) As long as any portion of the Loan shall be outstanding, and payment of the principal thereof and interest thereon shall not be in default, interest thereon shall be payable at an interest rate which shall be adjusted, in advance on the first day of each Interest Period therefor, and which shall be determined as follows: (i) with respect to any Advance hereunder, the Borrowers shall pay interest thereon at the rate of interest determined by the Agent to be one and three fourths of one percent (1.75%) over the LIBOR Rate; (ii) the Agent shall give prompt telefax notice to the Borrowers and the Lenders of any applicable interest rate determined in accordance with the provisions of this Section 2.04(b); (c) In the event that the Agent or any Lender does not receive on the due date any sum due under this Agreement or any of the other Loan Documents in accordance with the terms hereof or thereof, the Borrowers shall pay to the Agent and such Lenders, as the case may be, on demand, interest on such sum, from and including the due date thereof to but not including the date of actual payment, at a rate per annum determined by the Agent from time to time to be three and three-fourths percent (3.75%) over the LIBOR Rate. Except as otherwise provided in the following subsection (d), any such interest which is not paid when due shall be compounded at the end of each Interest Period (both before and after any notice of demand) by the Agent on behalf of the Lenders under this Agreement. (d) Notwithstanding any provision contained in any of the Loan Documents, no Lender nor the Agent shall ever be entitled to receive, collect, or apply, as interest on the Obligations, any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and, in the event any Lender or the Agent ever receives, collects, or applies as interest, any such excess, such amount which would be excessive interest shall be applied to the reduction of the Obligations then outstanding, and, if the Obligations then outstanding are paid in full, any remaining excess shall forthwith be paid to the Borrowers. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the highest lawful rate, the Borrowers and the Lender or the Agent, as the case may be, shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (ii) exclude any voluntary prepayments and the effects thereof, and (iii) spread the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan.

Interest and Default Interest. (a) The Borrowers Borrower shall pay interest on the unpaid principal amount of the Loan each Advance from the respective Drawdown Dates Date until the principal amount of the Advance is paid in full, payable on each Interest Payment DateDate for each such Advance. Notwithstanding the preceding sentence of this Section 2.04(a2.05(a), all interest accrued on any balance of the Loan Advance outstanding on the Maturity Termination Date shall be paid on the Maturity Termination Date. (b) As long as any portion of the Loan A Advance shall be outstanding, and payment of the principal thereof and interest thereon shall not be in default, interest thereon on the A Advance shall be payable at an interest rate which shall be adjusted, in advance on at the start of the first day of each Interest Period therefor, and which shall be determined as follows: (i) with respect to any Advance hereundereach Base Rate Advance, the Borrowers Borrower shall pay interest thereon at the rate of interest determined by the Agent to be the Base Rate for the relevant Interest Period as specified in the related Notice of Borrowing, provided that if the Borrower shall fail to elect an Interest Period in its Notice of Borrowing as herein provided or if an Event of Default has occurred and is continuing, the Agent shall elect the relevant Interest Period, which may be one and three fourths of one percent (1.75%1) over the LIBOR Rateday; (ii) with respect to each LIBOR Rate Advance, the Agent Borrower shall give prompt telefax notice pay interest in one or more tranches thereon at an interest rate equal to the Borrowers and sum of (y) the Lenders of any LIBOR Rate plus (z) the applicable interest rate determined in accordance with margin for the provisions of this Section 2.04(b); (c) In the event that the Agent or any Lender does not receive on the due date any sum due under this Agreement or any of the other Loan Documents in accordance with the terms hereof or thereofrelevant Interest Period, the Borrowers shall pay to the Agent and such Lenders, as the case may be, on demand, interest on such sum, from and including the due date thereof to but not including the date of actual payment, at a rate per annum determined by the Agent and subject to periodic adjustment, as provided below in this Section 2.05(b)(ii) or, if the LIBOR Rate is unavailable for any such period, at the Base Rate: (A) with respect to each Interest Period relating to a LIBOR Rate Advance, the Borrower shall, by telex notice to be received by the Agent by 11 A.M. New York time on a Business Day at least three (3) Business Days prior to the commencement of each such successive period, elect an Interest Period of one, two, three or six months duration and one or more but no more than six tranches in total for all outstanding LIBOR Rate Advances, provided no tranche shall be in an amount less than Twenty Million Dollars ($20,000,000); provided the Borrower shall select Interest Periods, and if necessary shall select as the final Interest Period for each LIBOR Rate Advance an Interest Period less than one month in duration, so that the maturity date of each Advance shall be the last day of the Interest Period for such Advance; provided that if the Borrower shall fail to elect an Interest Period as herein provided, the relevant Interest Period shall be three (3) months, provided further that so long as any Event of Default has occurred and is continuing, the Agent shall elect the relevant Interest Period, which may be less than one month; (B) the interest payable on each LIBOR Rate Advance during each successive Interest Period shall be adjusted from time to time to be three and three-fourths percent (3.75%) over by the LIBOR RateAgent as follows. Except as otherwise provided in the following subsection (d), any Notice of such applicable interest which is not paid when due rate shall be compounded at delivered by the end Agent to the Borrower and the Lenders not later than the second Business Day of each Interest Period. The Borrower shall, not later than three (3) Business Days prior to the commencement of each such successive Interest Period, together with its notice pursuant to subparagraph (A) above, deliver to the Agent all then-current ratings, if any, of the Borrower's Senior Unsecured Debt and Unsecured Subordinated Debt ("Senior Debt" and "Subordinated Debt", respectively) given by ▇▇▇▇▇'▇ Investors Service ("Moody's") and by Standard & Poor's Corporation ("S & P") during such Interest Period or an officer's certificate that no such ratings were issued. If the Agent determines that on the last Business Day of an Interest Period (both before and after any notice of demand) by the Agent on behalf of the Lenders under this Agreement. (d) Notwithstanding any provision contained in any of the Loan Documents, no Lender nor the Agent shall ever be entitled to receive, collect, or apply, as interest on the Obligations, any amount in excess of Business Day preceding the maximum rate of interest permitted to be charged by applicable law, andDrawdown Date, in the event any Lender or the Agent ever receives, collects, or applies as interest, any such excess, such amount which would be excessive interest shall be applied to the reduction case of the Obligations then outstanding, and, if initial LIBOR Rate Advance) the Obligations then outstanding are paid in full, any remaining excess shall forthwith be paid to the Borrowers. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the highest lawful rate, the Borrowers and the Lender or the Agent, as the case may be, shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (ii) exclude any voluntary prepayments and the effects thereof, and (iii) spread the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan.Borrower's Senior Debt was rated

Interest and Default Interest. (a) 7.1 The Borrowers Borrower shall pay to the Lender on each Interest Payment Date interest on the unpaid Facility at the rate of two percent (2%) per annum over the Lender's board rate for deposits placed with the Lender for amounts up to Dollars One Hundred Thousand ($100,000.00) or such other amounts as the Lender may from time to time determine ("the Interest Rate") for each Interest Period, such interest shall accrue from day to day and shall be calculated on the principal amount of the Loan from Facility for the respective Drawdown Dates until the principal amount of is paid in full, payable on each Interest Payment Date. Notwithstanding the preceding sentence of this Section 2.04(a), all interest accrued on any balance of the Loan outstanding on the Maturity Date shall be paid on the Maturity Datetime being owing and unpaid and compounded semi-annually. (b) As long as any portion of the Loan shall be outstanding, and payment of the principal thereof and interest thereon shall not be in default, interest thereon shall be payable at an interest rate which shall be adjusted, in advance on the first day of each Interest Period therefor, and which shall be determined as follows: (i) with respect to any Advance hereunder, the Borrowers shall pay interest thereon at the rate of interest determined by the Agent to be one and three fourths of one percent (1.75%) over the LIBOR Rate; (ii) the Agent shall give prompt telefax notice to the Borrowers and the Lenders of any applicable interest rate determined in accordance with the provisions of this Section 2.04(b); (c) 7.2 In the event that of failure by the Agent or any Lender does not receive Borrower to make payment on the due date of any sum due under this Agreement or any (whether by way of a repayment of the Facility or payment of any principal, interest or fee or otherwise howsoever) then subject always to and without prejudice to the other Loan Documents rights and remedies of the Lender contained in accordance with the terms hereof or thereofthis Agreement, the Borrowers Borrower shall (to the fullest extent permitted by applicable law) pay to the Agent and such Lenders, as Lender interest at the case may be, Default Interest Rate on demand, interest on such sum, that overdue sum from and including the due date thereof of default up to but not including the date of actual paymentpayment (as well after as before judgment), at such interest to be calculated with monthly rests and shall be payable on the last day of each month. 7.3 Interest payable under this Agreement shall be computed on the basis of a rate per annum determined three hundred and sixty-five (365)-day year and on actual days elapsed. 7.4 No part of any payment made by the Agent from time to time Company shall be treated as a repayment of principal until all interest due or deemed to be three and three-fourths percent (3.75%) over due or accrued has been paid. 7.5 The Borrower hereby covenants to pay to the LIBOR Rate. Except Lender all interest payable by the Borrower to the Lender as otherwise provided in the following subsection (d), any such interest which is not paid when due shall be compounded at the end provisions of each Interest Period (both before and after any notice of demand) by the Agent on behalf of the Lenders under this Agreement. (d) Notwithstanding any provision contained in any of the Loan Documents, no Lender nor the Agent shall ever be entitled to receive, collect, or apply, as interest on the Obligations, any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and, in the event any Lender or the Agent ever receives, collects, or applies as interest, any such excess, such amount which would be excessive interest shall be applied to the reduction of the Obligations then outstanding, and, if the Obligations then outstanding are paid in full, any remaining excess shall forthwith be paid to the Borrowers. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the highest lawful rate, the Borrowers and the Lender or the Agent, as the case may be, shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (ii) exclude any voluntary prepayments and the effects thereof, and (iii) spread the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan.

Interest and Default Interest. (a) The Borrowers Borrower shall pay interest on the unpaid principal amount of the Loan each Advance from the respective its Drawdown Dates Date until the principal amount of such Advance is paid in full, payable on each Interest Payment DateDate for such Advance. Notwithstanding the preceding sentence of this Section 2.04(a), all interest accrued on any balance of the Loan Advance outstanding on the Maturity Date shall be paid on the Maturity Date. (b) As long as any portion no Event of the Loan Default shall have occurred and be outstanding, and payment of the principal thereof and interest thereon shall not be in defaultcontinuing, interest thereon on each Advance shall be payable at an interest rate which shall be adjusted, in advance on at the start of the first day of each Interest Period therefor, and which shall be determined as follows: (i) with respect to any Advance hereundereach Base Rate Advance, the Borrowers Borrower shall pay interest thereon at the rate of interest determined by the Agent to be the Base Rate for the relevant Interest Period, provided that if the Agent shall elect the relevant Interest Period, it may be less than one and three fourths of one percent (1.75%1) over the LIBOR Ratemonth; (ii) with respect to each LIBO Rate Advance, the Borrower shall pay interest at an interest rate equal to the sum of (y) the LIBO Rate plus (z) the Margin or, if the LIBO Rate is unavailable for any such period, at the Base Rate until the LIBO Rate may be determined in accordance with the definition thereof. (A) with respect to each Interest Period relating to a LIBO Rate Advance, the Borrower shall, by telex or telefax notice to be received by the Agent by 11:00 A.M. New York City time at least three (3) Business Days prior to the commencement of each such successive period, elect an Interest Period of one, two, three or six months duration, or such longer period with the consent of the Lenders, for all outstanding LIBO Rate Advances, provided the Borrower shall select Interest Periods, and if necessary shall select as the final Interest Period for each LIBO Rate Advance an Interest Period less than one month in duration, so that the maturity date of each such Advance shall be the last day of the Interest Period for such Advance; provided that if the Borrower shall fail to elect an Interest Period as herein provided, the relevant Interest Period shall be one (1) month, provided further that so long as any Event of Default has occurred and is continuing, the Agent shall elect the relevant Interest Period, which may be less than one month; (B) the Agent shall give prompt telex or telefax notice to the Borrowers Borrower and the Lenders of any the applicable interest rate determined by the Agent for purposes of Section 2.04(b); (C) If, with respect to any LIBO Rate Advance, the Majority Lenders notify the Agent that the LIBO Rate for any Interest Period for such Advance will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective pro rata share of LIBO Rate Advances for such Interest Period because of a condition or event affecting the London interbank Eurodollar market generally, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (1) each LIBO Rate Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance, and (2) the obligation of the Lenders to make, or to convert Advances into, LIBO Rate Advances shall be suspended until the Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist. (iii) with respect to each EURIBO Rate Advance, the Borrower shall pay interest thereon at an interest rate equal to the sum of (y) the EURIBO Rate plus (z) the Margin or, if the EURIBO Rate is unavailable for any such period, at the Base Rate until the EURIBO Rate may be determined in accordance with the provisions terms thereof: (A) with respect to each Interest Period relating to a EURIBO Rate Advance, the Borrower shall, by telex or telefax notice to be received by the Agent by 11:00 A.M. New York City time at least three (3) Business Days prior to the commencement of this each such successive period, elect an Interest Period of one, two, three or six months duration, or such longer period with the consent of the Lenders, for all outstanding EURIBO Rate Advances, provided the Borrower shall select Interest Periods, and if necessary shall select as the final Interest Period for each EURIBO Rate Advance an Interest Period less than one month in duration, so that the maturity date of each Advance shall be the last day of the Interest Period for such Advance; provided that if the Borrower shall fail to elect an Interest Period as herein provided, the relevant Interest Period shall be one (1) month, provided further that so long as any Event of Default has occurred and is continuing, the Agent shall elect the relevant Interest Period, which may be less than one month; (B) the Agent shall give prompt telex or telefax notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.04(b);; and (C) If, with respect to any EURIBO Rate Advance, the Majority Lenders notify the Agent that the EURIBO Rate for any Interest Period for such Advance will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective pro rata share of EURIBO Rate Advances for such Interest Period because of a condition or event affecting the London interbank Euro currency market generally, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (1) each EURIBO Rate Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance, and (2) the obligation of the Lenders to make, or to convert Advances into, EURIBO Rate Advances shall be suspended until the Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist. (c) In the event that the Agent or any Lender does not receive on the due date any sum due under this Agreement or any of the other Loan Documents in accordance with the terms hereof or thereof, the Borrowers Borrower shall pay to the Agent and such Lenders, as the case may be, on demand, interest on such sum, from and including the due date thereof to but not including the date of actual payment, at a rate per annum determined by the Agent from time to time to be three and three-fourths percent (3.75y) two per cent (2%) over (z) (i) the LIBOR Base Rate, or (ii) the sum of the Margin plus the LIBO Rate or the EURIBO Rate, as the case may be. Except as otherwise provided in the following subsection (d), any such interest which is not paid when due shall be compounded at the end of each Interest Period (both before and after any notice of demand) by the Agent on behalf of the Lenders under this Agreement. (d) Notwithstanding any provision contained in any of the Loan Documents, no Lender nor the Agent shall ever be entitled to receive, collect, or apply, as interest on the Obligations, any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and, in the event any Lender or the Agent ever receives, collects, or applies as interest, any such excess, such amount which would be excessive interest shall be applied to the reduction of the Obligations then outstanding, and, if the Obligations then outstanding are paid in full, any remaining excess shall forthwith be paid to the BorrowersBorrower. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the highest lawful rate, the Borrowers Borrower and the Lender or the Agent, as the case may be, shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (ii) exclude any voluntary prepayments and the effects thereof, and (iii) spread the total amount of interest throughout the entire contemplated term of the Loan Obligations so that the interest rate is uniform throughout the entire term of the LoanObligations.

Interest and Default Interest. (a) The Borrowers Borrower shall pay interest on the unpaid principal amount of the Loan each Advance from the respective Drawdown Dates Date until the principal amount of the Advance is paid in full, payable on each Interest Payment DateDate for each such Advance. The Borrower shall pay interest on the unpaid principal amount of each Term Loan from the Termination Date until the principal amount of each such Term Loan is paid in full, payable on each Interest Payment Date for each such Term Loan. Notwithstanding the two preceding sentence sentences of this Section 2.04(a2.05(a), (i) all interest accrued on any balance of Advance outstanding on the Termination Date shall be paid on the Termination Date, and (ii) all interest accrued on any Term Loan outstanding on the Term Loan Maturity Date shall be paid on the Term Loan Maturity Date. (b) As long as any portion of A Advance or Term Loan, as the Loan case may be, shall be outstanding, and payment of the principal thereof and interest thereon shall not be in default, interest thereon on the A Advance or Term Loan, as the case may be, shall be payable at an interest rate which shall be adjusted, in advance on at the start of the first day of each Interest Period therefor, and which shall be determined as follows: (i) with respect to any Advance hereundereach Base Rate Advance, the Borrowers Borrower shall pay interest thereon at the rate of interest determined by the Agent to be one and three fourths the Base Rate for the relevant Interest Period as specified in the related Notice of one percent (1.75%) over the LIBOR Rate; (ii) the Agent shall give prompt telefax notice to the Borrowers and the Lenders Borrowing, Notice of any applicable interest rate determined in accordance with the provisions Term Loan Conversion or Notice of this Section 2.04(b); (c) In the event that the Agent or any Lender does not receive on the due date any sum due under this Agreement or any of the other Term Loan Documents in accordance with the terms hereof or thereof, the Borrowers shall pay to the Agent and such LendersRollover, as the case may be, on demand, interest on such sum, from and including provided that if the due date thereof Borrower shall fail to but not including the date of actual payment, at a rate per annum determined by the Agent from time to time to be three and three-fourths percent (3.75%) over the LIBOR Rate. Except as otherwise provided in the following subsection (d), any such interest which is not paid when due shall be compounded at the end of each elect an Interest Period (both before and after any notice in its Notice of demand) by the Agent on behalf A Borrowing, Notice of the Lenders under this Agreement. (d) Notwithstanding any provision contained in any Term Loan Conversion or Notice of the Term Loan Documents, no Lender nor the Agent shall ever be entitled to receive, collect, or apply, as interest on the Obligations, any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and, in the event any Lender or the Agent ever receives, collects, or applies as interest, any such excess, such amount which would be excessive interest shall be applied to the reduction of the Obligations then outstanding, and, if the Obligations then outstanding are paid in full, any remaining excess shall forthwith be paid to the Borrowers. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the highest lawful rate, the Borrowers and the Lender or the AgentRollover, as the case may be, shallas herein provided or if an Event of Default has occurred and is continuing, to the maximum extent permitted under applicable lawAgent shall elect the relevant Interest Period, which may be one (i1) characterize any non-principal payment as an expense, fee, or premium rather than as interest, day; (ii) exclude with respect to each LIBOR Rate Advance, the Borrower shall pay interest in one or more tranches thereon at an interest rate equal to the sum of (y) the LIBOR Rate plus (z) the applicable margin for the relevant Interest Period, determined by the Agent and subject to periodic adjustment, as provided below in this Section 2.05(b)(ii) or, if the LIBOR Rate is unavailable for any voluntary prepayments such period, at the Base Rate: (A) with respect to each Interest Period relating to a LIBOR Rate Advance, the Borrower shall, by telex notice to be received by the Agent by 11 A.M. New York time on a Business Day at least three (3) Business Days prior to the commencement of each such successive period, elect an Interest Period of one, two, three or six months duration and one or more but no more than six tranches in total for all outstanding LIBOR Rate Advances, provided no tranche shall be in an amount less than Twenty Million Dollars ($20,000,000); provided the effects thereofBorrower shall select Interest Periods, and (iii) spread if necessary shall select as the total amount of interest throughout the entire contemplated term of the Loan final Interest Period for each LIBOR Rate Advance an Interest Period less than one month in duration, so that the maturity date of each Advance shall be the last day of the Interest Period for such Advance; provided that if the Borrower shall fail to elect an Interest Period as herein provided, the relevant Interest Period shall be three (3) months, provided further that so long as any Event of Default has occurred and is continuing, the Agent shall elect the relevant Interest Period, which may be less than one month; (B) the interest payable on each LIBOR Rate Advance during each successive Interest Period shall be adjusted from time to time by the Agent as follows. Notice of such applicable interest rate is uniform throughout shall be delivered by the entire term Agent to the Borrower and the Lenders not later than the second Business Day of each Interest Period. The Borrower shall, not later than three (3) Business Days prior to the commencement of each such successive Interest Period, together with its notice pursuant to subparagraph (A) above, deliver to the Agent all then-current ratings, if any, of the Loan.Borrower's Senior Unsecured Debt and Unsecured Subordinated Debt ("Senior Debt" and "Subordinated Debt", respectively) given by ▇▇▇▇▇'▇ Investors Service ("Moody's") and by Standard & Poor's Corporation ("S & P") during such Interest Period or an officer's certificate that no such ratings were issued. If the Agent determines that on the last Business Day of an Interest Period (or on the Business Day preceding the Drawdown Date, in the case of the initial LIBOR Rate Advance) the Borrower's Senior Debt was rated

Interest and Default Interest. (a) The Borrowers Borrower shall pay interest on the unpaid principal amount of the Loan each Advance from the respective Drawdown Dates Date until the principal amount of the Advance is paid in full, payable on each Interest Payment DateDate for each such Advance. Notwithstanding the preceding sentence of this Section 2.04(a2.05(a), all interest accrued on any balance of the Loan Advance outstanding on the Maturity Termination Date shall be paid on the Maturity Termination Date. (b) As long as any portion of the Loan A Advance shall be outstanding, and payment of the principal thereof and interest thereon shall not be in default, interest thereon on the A Advance shall be payable at an interest rate which shall be adjusted, in advance on at the start of the first day of each Interest Period therefor, and which shall be determined as follows: (i) with respect to any Advance hereundereach Base Rate Advance, the Borrowers Borrower shall pay interest thereon at the rate of interest determined by the Agent to be the Base Rate for the relevant Interest Period as specified in the related Notice of Borrowing, provided that if the Borrower shall fail to elect an Interest Period in its Notice of Borrowing as herein provided or if an Event of Default has occurred and is continuing, the Agent shall elect the relevant Interest Period, which may be one and three fourths of one percent (1.75%1) over the LIBOR Rateday; (ii) with respect to each LIBOR Rate Advance, the Agent Borrower shall give prompt telefax notice pay interest in one or more tranches thereon at an interest rate equal to the Borrowers and sum of (y) the Lenders of any LIBOR Rate plus (z) the applicable interest rate determined in accordance with margin for the provisions of this Section 2.04(b); (c) In the event that the Agent or any Lender does not receive on the due date any sum due under this Agreement or any of the other Loan Documents in accordance with the terms hereof or thereofrelevant Interest Period, the Borrowers shall pay to the Agent and such Lenders, as the case may be, on demand, interest on such sum, from and including the due date thereof to but not including the date of actual payment, at a rate per annum determined by the Agent and subject to periodic adjustment, as provided below in this Section 2.05(b)(ii) or, if the LIBOR Rate is unavailable for any such period, at the Base Rate: (A) with respect to each Interest Period relating to a LIBOR Rate Advance, the Borrower shall, by telecopier notice to be received by the Agent by 11:00 A.M. New York time on a Business Day at least three (3) Business Days prior to the commencement of each such successive period, elect an Interest Period of one, two, three or six, and if available, nine or twelve, months duration and one or more but no more than six tranches in total for all outstanding LIBOR Rate Advances, provided no tranche shall be in an amount less than Ten Million Dollars ($10,000,000); provided the Borrower shall select Interest Periods, and if necessary shall select as the final Interest Period for each LIBOR Rate Advance an Interest Period less than one month in duration, so that the maturity date of each Advance shall be the last day of the Interest Period for such Advance; provided that if the Borrower shall fail to elect an Interest Period as herein provided, the relevant Interest Period shall be three (3) months, provided further that so long as any Event of Default has occurred and is continuing, the Agent shall elect the relevant Interest Period, which may be less than one month; (B) the interest payable on each LIBOR Rate Advance during each successive Interest Period shall be adjusted from time to time to be three and three-fourths percent (3.75%) over by the LIBOR RateAgent as follows. Except as otherwise provided in the following subsection (d), any Notice of such applicable interest which is not paid when due rate shall be compounded at delivered by the end Agent to the Borrower and the Lenders not later than the second Business Day of each Interest Period. The Borrower shall, not later than three (3) Business Days prior to the commencement of each such successive Interest Period, together with its notice pursuant to subparagraph (A) above, deliver to the Agent all then-current ratings, if any, of the Borrower's senior unsecured debt without third party credit enhancement and unsecured subordinated debt ("Senior Debt" and "Subordinated Debt", respectively) given by M▇▇▇▇'▇ Investors Services, Inc. ("Moody's") and by Standard & Poor's Ratings Services ("S & P") during such Interest Period or an officer's certificate that no such ratings were issued. If the Agent determines that on the last Business Day of an Interest Period (both before and after any notice of demand) by the Agent on behalf of the Lenders under this Agreement. (d) Notwithstanding any provision contained in any of the Loan Documents, no Lender nor the Agent shall ever be entitled to receive, collect, or apply, as interest on the Obligations, any amount in excess of Business Day preceding the maximum rate of interest permitted to be charged by applicable law, andDrawdown Date, in the event any Lender or the Agent ever receives, collects, or applies as interest, any such excess, such amount which would be excessive interest shall be applied to the reduction case of the Obligations then outstanding, and, if initial LIBOR Rate Advance) the Obligations then outstanding are paid in full, any remaining excess shall forthwith be paid to the Borrowers. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the highest lawful rate, the Borrowers and the Lender or the Agent, as the case may be, shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (ii) exclude any voluntary prepayments and the effects thereof, and (iii) spread the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan.Borrower's Senior Debt was rated