Loan Account.
(A)
THE BORROWERS MAY REPAY ALL OR ANY PORTION OF THE PRINCIPAL BALANCE
OF THE LOAN ACCOUNT FROM TIME TO TIME UNTIL THE TERMINATION DATE, WITHOUT
PREMIUM OR PENALTY EXCEPT AS EXPRESSLY SET FORTH HEREIN.
(B)
THE BORROWERS, WITHOUT NOTICE OR DEMAND FROM THE ADMINISTRATIVE
AGENT, SHALL PAY THE ADMINISTRATIVE AGENT THAT AMOUNT, FROM TIME TO TIME, WHICH
IS NECESSARY SO THAT THERE IS NO OVERLOAN OUTSTANDING.
(C)
THE BORROWERS SHALL REPAY THE THEN ENTIRE UNPAID BALANCE OF THE
REVOLVING CREDIT AND ALL OTHER LIABILITIES ON THE TERMINATION DATE.
(D)
THE ADMINISTRATIVE AGENT SHALL CAUSE PAYMENTS, PURSUANT TO SECTIONS
2.10(A) AND 2.10(B), TO BE APPLIED IN ACCORDANCE WITH SECTION 7.5(A) OF THIS
AGREEMENT, PROVIDED THAT THE ADMINISTRATIVE AGENT SHALL CAUSE THOSE APPLICATION
OF PAYMENTS (IF ANY), PURSUANT TO SECTIONS 2.10(A) AND 2.10(B) AGAINST INDEX
LOANS THEN OUTSTANDING IN SUCH MANNER AS RESULTS IN THE LEAST COST TO THE
BORROWERS, BUT SHALL NOT HAVE ANY AFFIRMATIVE OBLIGATION TO DO SO NOR LIABILITY
ON ACCOUNT OF THE ADMINISTRATIVE AGENT'S FAILURE TO HAVE DONE SO.
IN NO EVENT
SHALL ACTION OR INACTION TAKEN BY THE ADMINISTRATIVE AGENT EXCUSE THE BORROWERS
FROM ANY INDEMNIFICATION OBLIGATION UNDER SECTION 2.10(E).
(E)
UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, EACH BORROWER,
JOINTLY AND SEVERALLY, SHALL INDEMNIFY THE AGENT AND LENDERS AND HOLD THE AGENT
AND LENDERS HARMLESS FROM AND AGAINST ANY LOSS, COST OR EXPENSE (INCLUDING LOSS
OF ANTICIPATED PROFITS) WHICH THE AGENT OR LENDERS MAY SUSTAIN OR INCUR
(INCLUDING, WITHOUT LIMITATION, BY VIRTUE OF ACCELERATION AFTER THE OCCURRENCE
OF ANY EVENT OF DEFAULT) AS A CONSEQUENCE OF ANY OF THE FOLLOWING:
(I)
DEFAULT BY THE BORROWERS IN PAYMENT OF
THE PRINCIPAL AMOUNT OF OR ANY INTEREST ON ANY INDEX LOAN AS AND WHEN DUE AND
PAYABLE, INCLUDING ANY SUCH LOSS OR EXPENSE ARISING FROM INTEREST OR FEES
PAYABLE BY THE AGENT OR LENDERS IN ORDER TO MAINTAIN ITS INDEX LOANS.
(II)
DEFAULT BY THE BORROWERS IN MAKING A
BORROWING OR CONVERSION
AFTER THE BORROWERS HAS GIVEN (OR IS DEEMED TO HAVE
GIVEN) A REQUEST FOR A REVOLVING CREDIT LOAN OR A REQUEST TO CONVERT A REVOLVING
CREDIT LOAN FROM ONE APPLICABLE INTEREST RATE TO ANOTHER.
(III)
THE MAKING OF ANY PAYMENT ON AN INDEX LOAN
OR THE MAKING OF ANY CONVERSION OF ANY SUCH LOAN TO A BASE MARGIN LOAN ON A DAY
THAT IS NOT THE LAST DAY OF THE APPLICABLE INTEREST PERIOD WITH RESPECT
48
THERETO, INCLUDING INTEREST OR FEES PAYABLE BY THE AGENT AND LENDERS AS
"BREAKAGE FEES".
2.11
INTEREST ON REVOLVING CREDIT
LOANS.
(A)
EACH REVOLVING CREDIT LOAN WHICH CONSISTS OF A BASE MARGIN LOAN
SHALL BEAR INTEREST AT THE BASE MARGIN RATE (DETERMINED BASED UPON A 365/366-DAY
YEAR AND ACTUAL DAYS ELAPSED), UNLESS AND UNTIL IT IS MADE AS, OR IS CONVERTED
TO, AN INDEX LOAN PURSUANT TO SECTION 2.5 HEREOF.
(B)
EACH REVOLVING CREDIT LOAN WHICH CONSISTS OF AN INDEX LOAN SHALL
BEAR INTEREST AT THE APPLICABLE INDEX RATE (DETERMINED BASED UPON A 365/366-DAY
YEAR AND ACTUAL