SHALL, IN THE ABSENCE OF MANIFEST ERROR, BE
CONCLUSIVE AND BINDING.
ARTICLE II:
THE LOAN
SECTION 2.1.
TERM LOAN.
SUBJECT TO THE TERMS AND CONDITIONS AND RELYING UPON
THE REPRESENTATIONS AND WARRANTIES HEREIN SET FORTH, LENDER HEREBY AGREES TO
LEND TO BORROWER IN A SINGLE DRAW ON THE CLOSING DATE THE TOTAL AMOUNT OF THE
COMMITMENT (THE "LOAN").
BORROWER SHALL REPAY THE ENTIRE OUTSTANDING PRINCIPAL
BALANCE OF THE LOAN ON THE MATURITY DATE.
AMOUNTS REPAID SHALL NOT BE
RE-BORROWED.
SECTION 2.2.
INTEREST.
(A)
LOANS.
THE LOAN SHALL BEAR INTEREST ON THE UNPAID PRINCIPAL
AMOUNT THEREOF FROM THE CLOSING DATE UNTIL PAYMENT IN FULL THEREOF.
INTEREST
SHALL BE PAYABLE (I) MONTHLY, ON THE FIRST BUSINESS DAY OF EACH MONTH, (II) ON
THE DATE OF EACH PREPAYMENT (ON THE PRINCIPAL AMOUNT PREPAID), AND (III) ON THE
MATURITY DATE.
(B)
INTEREST RATE.
THE INTEREST RATE FOR THE LOAN SHALL BE EQUAL TO
LIBOR FOR SUCH INTEREST PERIOD PLUS THE MARGIN.
(C)
DEFAULT INTEREST.
AFTER THE OCCURRENCE AND DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER
SHALL PAY ON DEMAND, ON THE PRINCIPAL AMOUNT OF THE OUTSTANDING LOANS, THE
OTHERWISE APPLICABLE INTEREST RATE PLUS 2% PER ANNUM.
(D)
MAXIMUM INTEREST RATE.
NOTWITHSTANDING ANYTHING IN ANY CREDIT
DOCUMENT TO THE CONTRARY, IN NO EVENT SHALL THE INTEREST CHARGED UNDER ANY
CREDIT DOCUMENT EXCEED THE MAXIMUM RATE OF INTEREST PERMITTED UNDER APPLICABLE
LAW.
ANY PAYMENT MADE WHICH IF TREATED AS INTEREST WOULD CAUSE THE INTEREST
CHARGED TO EXCEED THE MAXIMUM RATE PERMITTED SHALL INSTEAD BE HELD BY LENDER TO
THE EXTENT OF SUCH EXCESS AS ADDITIONAL COLLATERAL HEREUNDER AND APPLIED TO
FUTURE INTEREST PAYMENTS AS AND WHEN SUCH AMOUNT BECOMES DUE AND PAYABLE
HEREUNDER.
(E)
CALCULATIONS.
INTEREST SHALL BE CALCULATED ON THE BASIS OF A YEAR
OF 360 DAYS FOR THE ACTUAL DAYS ELAPSED.
INTEREST IS CALCULATED BASED ON LIBOR
FOR THE APPLICABLE INTEREST PERIOD BUT SHALL BE PAYABLE ON THE FIRST BUSINESS
DAY OF EACH MONTH.
EACH DETERMINATION BY LENDER OF A RATE OF INTEREST HEREUNDER
SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR.
SECTION 2.3.
OPTIONAL PREPAYMENT OF LOANS.
BORROWER SHALL HAVE THE RIGHT ON
NOT LESS THAN FOUR BUSINESS DAYS PRIOR WRITTEN NOTICE TO LENDER TO PREPAY THE
LOAN AT ANY TIME IN WHOLE OR IN PART; PROVIDED THAT SUCH ANY PREPAYMENT SHALL BE
IN A MINIMUM AMOUNT OF NOT LESS THAN THE LESSER OF (I) $150,000 OR (II) THE
AGGREGATE AMOUNT OUTSTANDING WITH RESPECT TO THE OBLIGATIONS AT SUCH TIME.
SECTION 2.4.
PAYMENTS.
ALL PAYMENTS BY BORROWER SHALL BE PAYABLE ON THE DUE
DATE THEREOF, IN IMMEDIATELY AVAILABLE FUNDS IN DOLLARS, WITHOUT ANY SETOFF,
COUNTERCLAIM, WITHHOLDING OR DEDUCTION OF ANY KIND.
ALL PAYMENTS SHALL BE
APPLIED BY LENDER AS FOLLOWS:
FIRST, TO THE PAYMENT OF ALL ACCRUED BUT UNPAID
FEES, COSTS OR EXPENSES UNDER THE CREDIT DOCUMENTS; SECOND, TO THE PAYMENT OF
ALL ACCRUED BUT UNPAID INTEREST UNDER THE CREDIT DOCUMENTS; THIRD, TO THE
REPAYMENT OF THEN OUTSTANDING PRINCIPAL AMOUNT