3.2 or such other date as the parties
hereto shall agree.
2.3
LOAN INTEREST RATE.
BORROWER SHALL PAY INTEREST ON THE UNPAID
PRINCIPAL AMOUNT OF EACH LOAN FROM THE FUNDING DATE OF SUCH LOAN UNTIL SUCH LOAN
HAS BEEN PAID IN FULL, AT A PER ANNUM RATE OF 8%. ALL COMPUTATIONS OF INTEREST
ON EACH LOAN SHALL BE BASED ON A YEAR OF 360 DAYS FOR ACTUAL DAYS ELAPSED
PROVIDED, HOWEVER, THAT PER DIEM INTEREST SHALL BE CALCULATED ON THE BASIS OF
THE ACTUAL NUMBER OF DAYS ELAPSED OVER A YEAR OF 365 DAYS. NOTWITHSTANDING ANY
OTHER PROVISION HEREOF, THE AMOUNT OF INTEREST PAYABLE HEREUNDER SHALL NOT IN
ANY EVENT EXCEED THE MAXIMUM AMOUNT PERMITTED BY APPLICABLE LAW.
2.4
TERMINATION OF COMMITMENT.
NOTWITHSTANDING ANYTHING IN THE LOAN
DOCUMENTS, LENDER'S COMMITMENT SHALL TERMINATE ON THE EARLIER OF (I) AT LENDER'S
SOLE ELECTION, THE OCCURRENCE AND CONTINUANCE OF ANY DEFAULT OR EVENT OF DEFAULT
HEREUNDER, (II) THE MATURITY DATE, AND (III) TERMINATION OF THE ASSET PURCHASE
AGREEMENT FOR ANY REASON.
2.5
USE OF PROCEEDS.
THE PROCEEDS OF THE LOANS SHALL BE USED SOLELY FOR
WORKING CAPITAL PURPOSES.
2.6
MATURITY.
ALL UNPAID PRINCIPAL AND ACCRUED INTEREST WITH RESPECT TO
EACH LOAN, TOGETHER WITH ALL OTHER OBLIGATIONS, SHALL BE DUE AND PAYABLE IN FULL
ON THE MATURITY DATE. BORROWER SHALL NOT BE OBLIGATED TO MAKE ANY PRINCIPAL OR
INTEREST PAYMENTS ON THE LOANS OTHER THAN UPON THE MATURITY DATE. LENDER MAY,
AND IS HEREBY AUTHORIZED BY BORROWER TO, ENDORSE IN BORROWER'S BOOKS APPROPRIATE
NOTATIONS REGARDING LENDER'S INTEREST IN THE LOANS; PROVIDED, HOWEVER, THAT THE
FAILURE TO MAKE, OR AN ERROR IN MAKING, ANY SUCH NOTATION SHALL NOT LIMIT OR
OTHERWISE AFFECT THE OBLIGATIONS OF BORROWER HEREUNDER.
2.7
REPAYMENTS.
(A)
MANDATORY PAYMENT. UPON THE MATURITY DATE, ALL OBLIGATIONS SHALL
BECOME IMMEDIATELY DUE AND PAYABLE AND BORROWER SHALL IMMEDIATELY PAY TO LENDER
THE OUTSTANDING PRINCIPAL AMOUNT OF EACH LOAN, ALL ACCRUED INTEREST ON SUCH
LOANS AND ALL OTHER SUMS, IF ANY, THAT SHALL HAVE BECOME DUE AND PAYABLE
HEREUNDER WITH RESPECT TO THE OBLIGATIONS.
(B)
OPTIONAL PREPAYMENT; NO PREPAYMENT PENALTY. IN ADDITION TO THE
PROVISIONS OF SECTION 2.7(A), BORROWER MAY PREPAY ANY LOAN WITHOUT PENALTY,
PREMIUM OR OTHER CHARGE. PREPAYMENTS SHALL BE APPLIED FIRST TO OBLIGATIONS OTHER
THAN ACCRUED INTEREST AND PRINCIPAL, THEN TO ACCRUED AND UNPAID INTEREST THROUGH
AND INCLUDING THE DATE OF PAYMENT AND THEN TO PRINCIPAL.
2.8
OTHER PAYMENT TERMS.
(A)
PLACE AND MANNER. BORROWER SHALL MAKE ALL PAYMENTS DUE TO LENDER BY
PAYMENT TO LENDER AT THE ADDRESS SPECIFIED IN SECTION 11, IN LAWFUL MONEY OF THE
UNITED STATES AND IN SAME DAY OR IMMEDIATELY AVAILABLE FUNDS.
10
(B)
DEFAULT RATE.
IF EITHER (I) ANY AMOUNTS REQUIRED TO BE PAID BY
BORROWER UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (INCLUDING PRINCIPAL,
INTEREST, OR ANY FEES OR OTHER AMOUNTS) REMAIN UNPAID AFTER SUCH AMOUNTS ARE
DUE, OR (II) AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, BORROWER SHALL
PAY INTEREST ON THE AGGREGATE, OUTSTANDING OBLIGATIONS HEREUNDER FROM THE DATE
DUE