BY APPLICABLE LAW, (A) ANY NON-PRINCIPAL PAYMENT
SHALL BE CHARACTERIZED AS AN EXPENSE OR AS COMPENSATION FOR SOMETHING OTHER THAN
THE USE, FORBEARANCE OR DETENTION OF MONEY AND NOT AS INTEREST AND (B) ALL
INTEREST AT ANY TIME CONTRACTED FOR, RESERVED, CHARGED OR RECEIVED SHALL BE
AMORTIZED, PRORATED, ALLOCATED AND SPREAD DURING THE FULL TERM OF THE
OBLIGATIONS.
IN NO EVENT SHALL BORROWERS OR ANY OTHER PERSON BE OBLIGATED TO
PAY, OR ANY AGENT, ANY ISSUER OR ANY LENDER HAVE ANY RIGHT OR PRIVILEGE TO
RESERVE, RECEIVE OR RETAIN, (A) ANY INTEREST IN EXCESS OF THE MAXIMUM AMOUNT OF
NONUSURIOUS INTEREST PERMITTED UNDER APPLICABLE LAWS OR (B) TOTAL INTEREST IN
EXCESS OF THE AMOUNT WHICH SUCH PERSON COULD LAWFULLY HAVE CONTRACTED FOR,
RESERVED, RECEIVED, RETAINED OR CHARGED HAD THE INTEREST BEEN CALCULATED FOR THE
FULL TERM OF THE OBLIGATIONS AT THE CEILING RATE.
NONE OF THE TERMS AND
PROVISIONS CONTAINED IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT (INCLUDING,
WITHOUT LIMITATION, SECTION 9.1 HEREOF) WHICH DIRECTLY OR INDIRECTLY RELATE TO
INTEREST SHALL EVER BE CONSTRUED WITHOUT REFERENCE TO THIS SECTION 11.7, OR BE
CONSTRUED TO CREATE A CONTRACT TO PAY FOR THE USE, FORBEARANCE OR DETENTION OF
MONEY AT AN INTEREST RATE IN EXCESS OF THE CEILING RATE.
IF THE TERM OF ANY
OBLIGATION IS SHORTENED BY REASON OF ACCELERATION OF MATURITY AS A RESULT OF ANY
EVENT OF DEFAULT OR BY ANY OTHER CAUSE, OR BY REASON OF ANY REQUIRED OR
PERMITTED PREPAYMENT, AND IF FOR THAT (OR ANY OTHER) REASON ANY AGENT, ANY
ISSUER OR ANY LENDER AT ANY TIME, INCLUDING BUT NOT LIMITED TO, THE STATED
MATURITY, IS OWED OR RECEIVES (AND/OR HAS RECEIVED) INTEREST IN EXCESS OF
INTEREST CALCULATED AT THE CEILING RATE, THEN AND IN ANY SUCH EVENT ALL OF ANY
SUCH EXCESS INTEREST SHALL BE CANCELED AUTOMATICALLY AS OF THE DATE OF SUCH
ACCELERATION, PREPAYMENT OR OTHER EVENT WHICH PRODUCES THE EXCESS, AND, IF SUCH
EXCESS INTEREST HAS BEEN PAID TO SUCH PERSON, IT SHALL BE CREDITED PRO TANTO
AGAINST THE THEN-OUTSTANDING PRINCIPAL BALANCE OF THE APPLICABLE BORROWER'S
OBLIGATIONS TO SUCH PERSON, EFFECTIVE AS OF THE DATE OR DATES WHEN THE EVENT
OCCURS WHICH CAUSES IT TO BE EXCESS INTEREST, UNTIL SUCH EXCESS IS EXHAUSTED OR
ALL
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OF SUCH PRINCIPAL HAS BEEN FULLY PAID AND SATISFIED, WHICHEVER OCCURS FIRST, AND
ANY REMAINING BALANCE OF SUCH EXCESS SHALL BE PROMPTLY REFUNDED TO ITS PAYOR.
11.8
SURVIVAL.
THE OBLIGATIONS OF BORROWERS UNDER
SECTIONS 2.2(C), 2.2(D), 7.9, 11.3 AND 11.4 HEREOF AND ALL OTHER OBLIGATIONS OF
BORROWERS IN ANY OTHER LOAN DOCUMENT (TO THE EXTENT STATED THEREIN), THE
OBLIGATIONS OF EACH ISSUER UNDER THE LAST SENTENCE OF SECTION 2.2(B)(III) AND
THE OBLIGATIONS OF THE LENDERS UNDER SECTIONS 4.1(D), 4.1(I),
10.6, 11.4, 11.7,
11.17 AND 11.18 HEREOF, SHALL, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
SURVIVE THE REPAYMENT OF THE LOANS AND REIMBURSEMENT OBLIGATIONS AND THE
TERMINATION OF THE COMMITMENTS AND THE LETTERS OF CREDIT.
11.9
CAPTIONS.
CAPTIONS AND SECTION HEADINGS
APPEARING HEREIN ARE INCLUDED SOLELY