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 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 DAYS ELAPSED).
(C)
SUBJECT TO, AND IN ACCORDANCE WITH, THE PROVISIONS OF THIS AGREEMENT, THE
LEAD BORROWER MAY CAUSE ALL OR A PART OF THE UNPAID PRINCIPAL BALANCE OF
REVOLVING CREDIT LOANS TO BEAR INTEREST AT THE BASE MARGIN RATE OR THE INDEX
RATE AS SPECIFIED FROM TIME TO TIME BY THE LEAD BORROWER.
(D)
THE LEAD BORROWER SHALL NOT SELECT, RENEW, OR CONVERT ANY INTEREST RATE FOR
A REVOLVING CREDIT LOAN SUCH THAT THERE ARE MORE THAN SIX (6) INTEREST PERIODS
APPLICABLE TO THE OUTSTANDING INDEX LOANS AT ANY ONE TIME.
(E)
THE BORROWERS SHALL PAY ACCRUED AND UNPAID INTEREST ON EACH REVOLVING
CREDIT LOAN IN ARREARS ON THE APPLICABLE INTEREST PAYMENT DATE THEREFOR.
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT (AND
WHETHER OR NOT THE AGENT EXERCISES THE AGENT'S RIGHTS ON ACCOUNT THEREOF), ALL
REVOLVING CREDIT LOANS SHALL BEAR INTEREST, AT THE OPTION OF THE AGENT, AT RATE
WHICH IS THE AGGREGATE IN THE CASE OF BASE MARGIN LOAN, OF THE THEN APPLICABLE
48
Base Margin Rate plus Two Percent (2.00%) per annum, and in the case of Index
Loans, the then applicable Index Rate plus Two Percent (2.00%) per annum.
(F)
THE INDEX MARGIN AND BASE MARGIN SHALL BE RESET FOR EACH FISCAL QUARTER AS
OF THE FIRST (1ST) DAY OF SUCH FISCAL QUARTER (THE "MARGIN ADJUSTMENT DATE")
BASED UPON THE MARGIN PRICING GRID SET FORTH BELOW FOR THE PRIOR FISCAL QUARTER,
SUBJECT TO THE PROVISIONS IN THE DEFINITIONS OF "BASE MARGIN"