LENDER OR SUCH CO-LENDER (AS APPLICABLE), WHETHER
OR NOT ATTRIBUTABLE TO PAYMENTS MADE BY BORROWER. IF LENDER OR ANY CO-LENDER
REQUESTS COMPENSATION UNDER THIS SECTION 2.2.3(C), BORROWER MAY, BY NOTICE TO
LENDER OR SUCH CO-LENDER (AS APPLICABLE), REQUIRE THAT LENDER OR SUCH CO-LENDER
(AS APPLICABLE) FURNISH TO BORROWER A STATEMENT SETTING FORTH IN REASONABLE
DETAIL THE BASIS FOR REQUESTING SUCH COMPENSATION AND THE METHOD FOR DETERMINING
THE AMOUNT THEREOF, WHICH SUCH STATEMENT SUBMITTED BY LENDER OR SUCH CO-LENDER
TO BORROWER SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR. LENDER OR SUCH CO-LENDER
(AS APPLICABLE) SHALL ONLY CHARGE BORROWER AMOUNTS HEREUNDER IF LENDER OR SUCH
CO-LENDER (AS APPLICABLE) IS GENERALLY CHARGING SUCH AMOUNTS TO ALL SIMILARLY
SITUATED EURODOLLAR RATE-BASED BORROWERS. THIS PROVISION SHALL SURVIVE PAYMENT
OF THE NOTE AND THE SATISFACTION OF ALL OTHER OBLIGATIONS OF BORROWER UNDER THE
NOTE, THIS AGREEMENT AND THE
45
OTHER LOAN DOCUMENTS. THE PROVISIONS OF THIS SECTION 2.2.3(C) SHALL NOT APPLY IF
A SECURITIZATION HAS OCCURRED.
(D)
BORROWER AGREES TO INDEMNIFY LENDER AND THE
CO-LENDERS AND TO HOLD LENDER AND THE CO-LENDERS HARMLESS FROM ANY ACTUAL LOSS
OR EXPENSE WHICH LENDER OR ANY CO-LENDER SUSTAINS OR INCURS AS A CONSEQUENCE OF
(I) ANY DEFAULT BY BORROWER IN PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE
LOAN WHILE BEARING INTEREST AT THE EURODOLLAR RATE, (II) IF THE LOAN IS THEN
BEARING INTEREST AT THE EURODOLLAR RATE, ANY PREPAYMENT (WHETHER VOLUNTARY OR
MANDATORY) OF THE LOAN ON A DAY THAT IS NOT THE LAST DAY OF AN INTEREST PERIOD
WITH RESPECT THERETO, (III) THE CONVERSION OF THE APPLICABLE INTEREST RATE FROM
THE EURODOLLAR RATE TO THE ADJUSTED PRIME RATE WITH RESPECT TO ANY PORTION OF
THE OUTSTANDING PRINCIPAL AMOUNT OF THE LOAN THEN BEARING INTEREST AT THE
EURODOLLAR RATE ON A DATE OTHER THAN THE LAST DAY OF AN INTEREST PERIOD IN
ACCORDANCE WITH THIS AGREEMENT AND (IV) THE FAILURE OF BORROWER IN MAKING ANY
PREPAYMENT AFTER BORROWER HAS GIVEN A NOTICE THEREOF IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 2.3.1 HEREOF, WHICH SUCH NOTICE WAS NOT OTHERWISE
RESCINDED OR POSTPONED IN ACCORDANCE THEREWITH (THE AMOUNTS REFERRED TO IN
CLAUSES (I), (II), (III) AND (IV) ARE HEREIN REFERRED TO COLLECTIVELY AS THE
"BREAKAGE COSTS"). THIS PROVISION SHALL SURVIVE PAYMENT OF THE NOTE AND THE
SATISFACTION OF ALL OTHER OBLIGATIONS OF BORROWER UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
2.2.4
Intentionally Omitted.
2.2.5
Payment on Maturity Date.
Borrower shall pay to Lender on the Maturity Date the outstanding principal
balance, all accrued and unpaid interest and all other amounts due hereunder and
under the Note, the Pledge Agreement and the other Loan Documents.
2.2.6
Payments after Default.
Upon the occurrence and during the continuance of an Event of Default,
(a) interest on the outstanding principal balance of the Loan and, to the extent
permitted by Applicable Law, overdue interest and other amounts due in respect
of the Loan, shall accrue at the Default Rate, calculated from the date such
payment was due without regard to any grace