LENDER INTEREST ON THE UNPAID PRINCIPAL AMOUNT OF EACH
LOAN FOR THE PERIOD FROM AND INCLUDING THE DATE OF SUCH LOAN TO BUT EXCLUDING
THE DATE SUCH LOAN SHALL BE PAID IN FULL, AT A RATE PER ANNUM EQUAL TO THE LIBOR
RATE PLUS THE APPLICABLE MARGIN; PROVIDED, THAT IN NO EVENT SHALL SUCH RATE PER
ANNUM EXCEED THE MAXIMUM RATE PERMITTED BY LAW.
NOTWITHSTANDING THE FOREGOING,
THE BORROWERS HEREBY PROMISE, JOINTLY AND SEVERALLY, TO PAY TO THE LENDER
INTEREST AT THE APPLICABLE POST-DEFAULT RATE ON ANY PRINCIPAL OF ANY LOAN AND ON
ANY OTHER AMOUNT PAYABLE BY THE BORROWERS HEREUNDER OR UNDER ANY NOTE THAT SHALL
NOT BE PAID IN FULL WHEN DUE (WHETHER AT STATED MATURITY, BY ACCELERATION OR BY
MANDATORY PREPAYMENT OR OTHERWISE) FOR THE PERIOD FROM AND INCLUDING THE DUE
DATE THEREOF TO BUT EXCLUDING THE DATE THE SAME IS PAID IN FULL.
ACCRUED
INTEREST ON EACH LOAN SHALL BE PAYABLE MONTHLY ON THE FIRST BUSINESS DAY OF EACH
MONTH AND FOR THE LAST MONTH OF THIS AGREEMENT ON THE FIRST BUSINESS DAY OF SUCH
LAST MONTH AND ON THE TERMINATION DATE; PROVIDED, THAT, THE LENDER MAY, IN ITS
SOLE DISCRETION, REQUIRE ACCRUED INTEREST TO BE PAID SIMULTANEOUSLY WITH ANY
PREPAYMENT OF PRINCIPAL MADE BY THE BORROWERS ON ACCOUNT OF ANY OF THE LOANS
OUTSTANDING.
INTEREST PAYABLE AT THE POST-DEFAULT RATE SHALL ACCRUE DAILY AND
SHALL BE PAYABLE UPON SUCH ACCRUAL.
PROMPTLY AFTER THE DETERMINATION OF ANY
INTEREST RATE PROVIDED FOR HEREIN OR ANY CHANGE THEREIN, THE LENDER SHALL GIVE
NOTICE THEREOF TO THE BORROWERS.
(C)
IT IS UNDERSTOOD AND AGREED THAT, UNLESS
AND UNTIL (I) AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR (II)
AN ACCELERATED AMORTIZATION EVENT SHALL HAVE OCCURRED AND BE CONTINUING , THE
BORROWERS SHALL BE ENTITLED TO THE PROCEEDS OF THE UNIT LEASES OR UNITS PLEDGED
TO THE LENDER HEREUNDER SUBJECT TO SECTION 2.07 AND SECTION 6.10 OF THIS
AGREEMENT.
SECTION 2.07
MANDATORY PREPAYMENTS / MAXIMUM
CREDIT REDUCTIONS.
(A)
IF THE AGGREGATE UNPAID PRINCIPAL BALANCE
OF THE LOANS SHALL EXCEED THE BORROWING BASE AMOUNT AT ANY TIME, THE BORROWERS
SHALL NO LATER THAN ONE (1) BUSINESS DAY AFTER RECEIPT OF NOTICE THEREOF, EITHER
(I) PREPAY THE LOANS IN THE AMOUNT OF SUCH EXCESS OR (II) PLEDGE ADDITIONAL
ELIGIBLE UNITS TO THE LENDER, SUCH THAT AFTER GIVING EFFECT TO THE INCLUSION OF
SUCH ADDITIONAL ELIGIBLE UNITS IN THE BORROWING BASE AMOUNT, THE AGGREGATE
OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS DOES NOT EXCEED THE MAXIMUM CREDIT.
(B)
IN THE EVENT THE AGGREGATE OUTSTANDING
PRINCIPAL AMOUNT OF ALL LOANS EXCEEDS THE MAXIMUM CREDIT AS A RESULT OF THE
REDUCTION OF THE MAXIMUM CREDIT PURSUANT TO CLAUSE (B) OF THE DEFINITION OF
"MAXIMUM CREDIT", THE BORROWERS SHALL NO LATER THAN THE DATE OF
30
SUCH REDUCTION, PREPAY THE LOANS SUCH THAT, AFTER GIVING EFFECT TO SUCH
PREPAYMENT, THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS DOES NOT
EXCEED THE MAXIMUM CREDIT THEN IN EFFECT.
(C)
IN THE EVENT THAT THE AVERAGE