AGGREGATE AMOUNT OF PRINCIPAL OF, AND ACCRUED INTEREST ON,
THEIR RESPECTIVE LOANS AND PARTICIPATIONS IN LC DISBURSEMENTS AND SWINGLINE
LOANS, PROVIDED THAT (I) IF ANY SUCH PARTICIPATIONS ARE PURCHASED AND ALL OR ANY
PORTION OF THE PAYMENT GIVING RISE THERETO IS RECOVERED, SUCH PARTICIPATIONS
SHALL BE RESCINDED AND THE PURCHASE PRICE RESTORED TO THE EXTENT OF SUCH
RECOVERY, WITHOUT INTEREST, AND (II) THE PROVISIONS OF THIS PARAGRAPH SHALL NOT
BE CONSTRUED TO APPLY TO ANY PAYMENT MADE BY THE BORROWER PURSUANT TO AND IN
ACCORDANCE WITH THE EXPRESS TERMS OF THIS AGREEMENT OR ANY PAYMENT OBTAINED BY A
LENDER AS CONSIDERATION FOR THE ASSIGNMENT OF OR SALE OF A PARTICIPATION IN ANY
OF ITS LOANS OR PARTICIPATIONS IN LC DISBURSEMENTS TO ANY ASSIGNEE OR
PARTICIPANT, OTHER THAN TO THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF
(AS TO WHICH THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY).
EACH LOAN PARTY
CONSENTS TO THE FOREGOING AND AGREES, TO THE EXTENT IT MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, THAT ANY LENDER ACQUIRING A PARTICIPATION PURSUANT TO THE
FOREGOING ARRANGEMENTS MAY EXERCISE AGAINST SUCH LOAN PARTY RIGHTS OF SETOFF AND
COUNTERCLAIM WITH RESPECT TO SUCH PARTICIPATION AS FULLY AS IF SUCH LENDER WERE
A DIRECT CREDITOR OF SUCH LOAN PARTY IN THE AMOUNT OF SUCH PARTICIPATION.
(D)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED NOTICE FROM A LOAN PARTY PRIOR TO THE DATE ON WHICH ANY PAYMENT IS DUE
TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE APPLICABLE
48
CREDIT PARTIES HEREUNDER THAT SUCH LOAN PARTY WILL NOT MAKE SUCH PAYMENT, THE
ADMINISTRATIVE AGENT MAY ASSUME THAT SUCH LOAN PARTY HAS MADE SUCH PAYMENT ON
SUCH DATE IN ACCORDANCE HEREWITH AND MAY, IN RELIANCE UPON SUCH ASSUMPTION,
DISTRIBUTE TO SUCH CREDIT PARTIES THE AMOUNT DUE.
IN SUCH EVENT, IF SUCH LOAN
PARTY HAS NOT IN FACT MADE SUCH PAYMENT, THEN EACH SUCH CREDIT PARTY SEVERALLY
AGREES TO REPAY TO THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND THE AMOUNT SO
DISTRIBUTED TO SUCH CREDIT PARTY WITH INTEREST THEREON, FOR EACH DAY FROM AND
INCLUDING THE DATE SUCH AMOUNT IS DISTRIBUTED TO IT TO BUT EXCLUDING THE DATE OF
PAYMENT TO THE ADMINISTRATIVE AGENT, AT THE GREATER OF THE FEDERAL FUNDS
EFFECTIVE RATE AND A RATE DETERMINED BY THE ADMINISTRATIVE AGENT IN ACCORDANCE
WITH BANKING INDUSTRY RULES ON INTERBANK COMPENSATION.
(E)
IF ANY CREDIT PARTY SHALL FAIL TO MAKE ANY
PAYMENT REQUIRED TO BE MADE BY IT PURSUANT TO SECTION 2.4(B) OR 2.9(E), THEN THE
ADMINISTRATIVE AGENT MAY, IN ITS DISCRETION (NOTWITHSTANDING ANY CONTRARY
PROVISION HEREOF), APPLY ANY AMOUNTS THEREAFTER RECEIVED BY THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF SUCH CREDIT PARTY TO SATISFY SUCH CREDIT PARTY'S
OBLIGATIONS UNDER SUCH SECTIONS UNTIL ALL SUCH UNSATISFIED OBLIGATIONS ARE FULLY
PAID.
ARTICLE 3
INTEREST, FEES, YIELD PROTECTION, ETC.
SECTION 3.1.
INTEREST
(A)
THE LOANS COMPRISING EACH ABR BORROWING
SHALL BEAR INTEREST AT THE ALTERNATE BASE RATE PLUS THE APPLICABLE MARGIN.
THE
LOANS COMPRISING EACH EURODOLLAR BORROWING SHALL BEAR INTEREST AT THE ADJUSTED
LIBO RATE FOR THE