PAYMENT OBLIGATION EXPRESSLY PROVIDED FOR IN SUCH LETTER OF CREDIT, BE
LIMITED TO DETERMINING THAT THE DOCUMENTS (INCLUDING EACH DRAFT) DELIVERED UNDER
SUCH LETTER OF CREDIT IN CONNECTION WITH SUCH PRESENTMENT ARE IN CONFORMITY WITH
SUCH LETTER OF CREDIT, PROVIDED THAT THIS PARAGRAPH SHALL NOT RELIEVE THE
ISSUING LENDER OF ANY LIABILITY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE ISSUING LENDER, OR OTHERWISE AFFECT ANY DEFENSE OR OTHER RIGHT
THAT THE BORROWER MAY HAVE AS A RESULT OF ANY SUCH GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
3.8.
APPLICATION.
TO THE EXTENT THAT ANY PROVISION OF ANY APPLICATION
RELATED TO ANY LETTER OF CREDIT IS INCONSISTENT WITH THE PROVISIONS OF THIS
SECTION 3, THE PROVISIONS OF THIS SECTION 3 SHALL APPLY.
SECTION 4.
GENERAL PROVISIONS APPLICABLE TO
LOANS AND LETTERS OF CREDIT
4.1.
INTEREST RATES AND PAYMENT DATES.
(A)
EACH EURODOLLAR LOAN SHALL
BEAR INTEREST FOR EACH DAY DURING EACH INTEREST PERIOD WITH RESPECT THERETO AT A
RATE PER ANNUM EQUAL TO THE EURODOLLAR RATE DETERMINED FOR SUCH DAY PLUS THE
APPLICABLE MARGIN IN EFFECT FOR SUCH DAY.
(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 ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, ALL
OUTSTANDING LOANS AND OTHER OBLIGATIONS UNDER THE LOAN DOCUMENTS SHALL BEAR
INTEREST AT A RATE PER ANNUM WHICH IS (I) IN THE CASE OF THE LOANS, THE RATE
THAT WOULD OTHERWISE BE APPLICABLE THERETO PURSUANT TO THE RELEVANT FOREGOING
PROVISIONS OF THIS SUBSECTION PLUS 2.00%, (II) IN THE CASE INTEREST, THE RATE
THAT WOULD BE OTHERWISE APPLICABLE TO PRINCIPAL OF THE RELATED LOAN PURSUANT TO
THE RELEVANT FOREGOING PROVISIONS OF THIS SUBSECTION (OTHER THAN CLAUSE
(I) ABOVE) PLUS 2.00% AND (III) IN THE CASE OF, FEES, COMMISSIONS OR OTHER
AMOUNTS, THE RATE DESCRIBED IN PARAGRAPH (B) OF THIS SUBSECTION FOR ABR LOANS
THAT ARE REVOLVING CREDIT LOANS PLUS 2.00%, IN EACH CASE FROM THE DATE OF SUCH
NON-PAYMENT UNTIL SUCH AMOUNT IS PAID IN FULL (AS WELL AFTER 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 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
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CONSTITUTE INTEREST UNDER APPLICABLE USURY LAWS, WHETHER CONTRACTED FOR,
CHARGED, TAKEN, RESERVED, OR RECEIVED, IN CONNECTION WITH THE INDEBTEDNESS
EVIDENCED BY THIS AGREEMENT OR ANY NOTES, OR ANY OTHER DOCUMENT RELATING OR
REFERRING HERETO OR THERETO, NOW OR HEREAFTER EXISTING, SHALL NEVER EXCEED UNDER
ANY CIRCUMSTANCE WHATSOEVER THE MAXIMUM AMOUNT OF INTEREST ALLOWED BY APPLICABLE
USURY LAWS.
4.2.
CONVERSION AND CONTINUATION OPTIONS.
(A)
THE BORROWER MAY ELECT
FROM TIME TO TIME TO CONVERT OUTSTANDING TERM LOANS AND REVOLVING CREDIT