(H), SUCH INCREASE SHALL BE AUTOMATIC AND WITHOUT ANY NOTICE FROM AGENT,
REQUISITE LENDERS, OR ANY OTHER PERSON.
IN ALL SUCH EVENTS UNLESS OTHERWISE
PROVIDED IN THE APPLICABLE NOTICE BY AGENT TO BORROWER, AND NOTWITHSTANDING THE
DATE ON WHICH APPLICATION OF THE DEFAULT RATE IS COMMUNICATED TO BORROWER, THE
DEFAULT RATE SHALL ACCRUE FROM THE INITIAL DATE OF SUCH EVENT OF DEFAULT UNTIL
THAT EVENT OF DEFAULT IS WAIVED IN WRITING IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT AND SHALL BE PAYABLE IN CASH UPON DEMAND.
NEITHER AGENT NOR LENDERS
SHALL BE REQUIRED TO (I) ACCELERATE THE MATURITY OF THE LOAN, (II) TERMINATE ANY
COMMITMENT OR (III) EXERCISE ANY OTHER RIGHTS OR REMEDIES UNDER THE LOAN
DOCUMENTS OR APPLICABLE LAW IN ORDER TO CHARGE INTEREST HEREUNDER AT THE DEFAULT
RATE.
3
2.4
VOLUNTARY PREPAYMENTS
(A)
SUBJECT TO THE TERMS OF THIS SECTION 2.4 AND SECTION 3.2, BORROWER
MAY PREPAY TO AGENT, FOR THE RATABLE BENEFIT OF THE APPLICABLE LENDERS, THE
OUTSTANDING PRINCIPAL AMOUNT OF THE LOAN, IN WHOLE OR IN PART, AT ANY TIME OR
FROM TIME TO TIME.
(B)
IF BORROWER ELECTS TO MAKE ANY PREPAYMENT OF THE LOAN PURSUANT TO
THIS SECTION 2.4, BORROWER FUNDS ADMINISTRATOR SHALL GIVE IRREVOCABLE NOTICE OF
SUCH PREPAYMENT TO AGENT NOT LESS THAN THREE (3) BUSINESS DAYS PRIOR TO THE DATE
SUCH PREPAYMENT IS TO BE MADE, SPECIFYING (I) THE DATE ON WHICH SUCH PREPAYMENT
IS TO BE MADE, (II) THE AMOUNT OF SUCH PREPAYMENT AND (III) THE AMOUNT OF THE
PREPAYMENT PREMIUM, IF ANY, AND ACCRUED INTEREST APPLICABLE TO SUCH PREPAYMENT.
SUCH NOTICE SHALL BE ACCOMPANIED BY A CERTIFICATE OF A RESPONSIBLE OFFICER OF
BORROWER FUNDS ADMINISTRATOR ON BEHALF OF BORROWER FUNDS ADMINISTRATOR STATING
THAT SUCH PAYMENT IS BEING MADE IN COMPLIANCE WITH THIS SECTION 2.4.
NOTICE OF
PREPAYMENT HAVING BEEN SO GIVEN, THE AGGREGATE PRINCIPAL AMOUNT OF THE LOAN SO
SPECIFIED TO BE PREPAID, TOGETHER WITH ACCRUED INTEREST THEREON AND THE
APPLICABLE PREPAYMENT PREMIUM, SHALL BE DUE AND PAYABLE ON THE PREPAYMENT DATE
SET FORTH IN SUCH NOTICE.
(C)
ANY VOLUNTARY PARTIAL PREPAYMENT WITH RESPECT TO THE LOAN SHALL BE
APPLIED IN THE FOLLOWING ORDER OF PRIORITY TO THE PAYMENT OF:
(I) FIRST, TO ALL
THEN UNPAID FEES AND EXPENSES OF AGENT UNDER THE LOAN DOCUMENTS, (II) SECOND, TO
ALL THEN UNPAID FEES AND EXPENSES OF LENDERS UNDER THE LOAN DOCUMENTS, INCLUDING
ANY PREPAYMENT PREMIUM, (III) THIRD TO ANY AND ALL OBLIGATIONS THAT ARE DUE AND
OWING PURSUANT TO THE TERMS OF THE LOAN DOCUMENTS, EXCEPT THE PRINCIPAL BALANCE
OF THE LOAN AND ACCRUED AND UNPAID INTEREST THEREON; (IV) FOURTH TO ACCRUED AND
UNPAID INTEREST ON THE PORTION OF THE PRINCIPAL BALANCE OF THE LOAN BEING
PREPAID; AND (V) FIFTH TO THE PRINCIPAL BALANCE OF THE LOAN, WHICH SHALL BE
APPLIED TO THE SCHEDULED INSTALLMENTS THEREOF IN INVERSE ORDER OF MATURITIES.
(D)
ALL PREPAYMENTS MADE PURSUANT TO THIS SECTION 2.4 SHALL BE
DESIGNATED AS A PREPAYMENT PURSUANT TO THIS SECTION 2.4 ON THE APPLICABLE WIRE.
THE AMOUNT OF ANY