SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL
NOT BE AFFECTED BY ANY CIRCUMSTANCE, INCLUDING WITHOUT LIMITATION (I) ANY
SET-OFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT THAT SUCH LENDER OR
ANY OF THE BORROWERS MAY HAVE AGAINST THE SWING LINE LENDER, ANY OF THE
BORROWERS OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER; (II) THE OCCURRENCE OR
CONTINUANCE OF A DEFAULT OR AN EVENT OF DEFAULT; (III) ANY ADVERSE CHANGE IN
CONDITION (FINANCIAL OR OTHERWISE) OF ANY OF THE BORROWERS; (IV) ANY BREACH OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY OF THE BORROWERS, ANY OTHER
LOAN PARTY OR ANY OTHER LENDER; (V) ANY INABILITY OF ANY OF THE BORROWERS TO
SATISFY THE CONDITIONS PRECEDENT TO BORROWING SET FORTH IN THIS AGREEMENT ON THE
DATE UPON WHICH SUCH REVOLVING LOAN IS TO BE MADE OR PARTICIPATING INTEREST IS
TO BE PURCHASED OR (VI) ANY OTHER CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER,
WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING.
SECTION 3.
GENERAL PROVISIONS.
3.1
INTEREST RATES AND PAYMENT DATES.
(A)
EACH EUROCURRENCY LOAN SHALL BEAR INTEREST FOR EACH DAY DURING
EACH INTEREST PERIOD WITH RESPECT THERETO AT A RATE PER ANNUM EQUAL TO THE
EUROCURRENCY RATE DETERMINED FOR SUCH DAY PLUS THE APPLICABLE MARGIN IN EFFECT
FOR SUCH DAY PLUS, IF APPLICABLE, THE MANDATORY COSTS.
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(B)
EACH ABR LOAN SHALL BEAR INTEREST FOR EACH DAY THAT IT IS
OUTSTANDING AT A RATE PER ANNUM EQUAL TO THE ABR FOR SUCH DAY PLUS THE
APPLICABLE MARGIN IN EFFECT FOR SUCH DAY.
(C)
IF ALL OR A PORTION OF (I) THE PRINCIPAL AMOUNT OF ANY REVOLVING
LOAN, (II) ANY INTEREST PAYABLE THEREON OR (III) ANY LETTER OF CREDIT
COMMISSION, LETTER OF CREDIT FEE OR OTHER AMOUNT PAYABLE HEREUNDER SHALL NOT BE
PAID WHEN DUE (WHETHER AT THE STATED MATURITY, BY ACCELERATION OR OTHERWISE),
SUCH OVERDUE AMOUNT SHALL BEAR INTEREST AT A RATE PER ANNUM WHICH IS (X) IN THE
CASE OF OVERDUE PRINCIPAL, THE RATE THAT WOULD OTHERWISE BE APPLICABLE THERETO
PURSUANT TO THE RELEVANT FOREGOING PROVISIONS OF THIS SUBSECTION 3.1 PLUS 2.00%,
(Y) IN THE CASE OF OVERDUE INTEREST, THE RATE THAT WOULD BE OTHERWISE APPLICABLE
TO PRINCIPAL OF THE RELATED LOAN PURSUANT TO THE RELEVANT FOREGOING PROVISIONS
OF THIS SUBSECTION 3.1 (OTHER THAN CLAUSE (X) ABOVE) PLUS 2.00% AND (Z) IN THE
CASE OF OTHER AMOUNTS, THE RATE DESCRIBED IN PARAGRAPH (B) OF THIS SUBSECTION
3.1 FOR ABR LOANS PLUS 2.00%, IN EACH CASE FROM THE DATE OF SUCH NON-PAYMENT
UNTIL SUCH AMOUNT IS PAID IN FULL (AFTER AS WELL AS BEFORE JUDGMENT).
(D)
INTEREST SHALL BE PAYABLE IN ARREARS ON EACH INTEREST PAYMENT
DATE, PROVIDED THAT INTEREST ACCRUING PURSUANT TO PARAGRAPH (C) OF THIS
SUBSECTION 3.1 SHALL BE PAYABLE FROM TIME TO TIME ON DEMAND.
(E)
IT IS THE INTENTION OF THE PARTIES HERETO TO COMPLY STRICTLY WITH
APPLICABLE USURY LAWS; ACCORDINGLY, IT IS STIPULATED AND AGREED THAT THE
AGGREGATE OF ALL AMOUNTS WHICH CONSTITUTE INTEREST UNDER APPLICABLE USURY LAWS,
WHETHER CONTRACTED FOR, CHARGED, TAKEN, RESERVED,