hereunder and that each Lender shall be
obligated to make the Loans provided to be made by it hereunder, regardless of
the failure of any other Lender to fulfill its commitments hereunder.
2.8.
Interest.
(a)
The unpaid principal amount of each ABR Loan
shall bear interest from the date of the Borrowing thereof until maturity
(whether by acceleration or otherwise) at a rate per annum that shall at all
times be the Applicable ABR Margin plus the ABR in effect from time to time.
(B)
THE UNPAID PRINCIPAL AMOUNT OF EACH EURODOLLAR TERM LOAN, EURODOLLAR
REVOLVING CREDIT LOAN OR EURODOLLAR EXTENDED REVOLVING CREDIT LOAN SHALL BEAR
INTEREST FROM THE DATE OF THE BORROWING THEREOF UNTIL MATURITY THEREOF (WHETHER
BY ACCELERATION OR OTHERWISE) AT A RATE PER ANNUM THAT SHALL AT ALL TIMES BE THE
APPLICABLE EURODOLLAR MARGIN IN EFFECT FROM TIME TO TIME PLUS THE RELEVANT
EURODOLLAR RATE PLUS, IN THE CASE OF FOREIGN CURRENCY LOANS, ANY ADDITIONAL COST
INCURRED BY SUCH LENDER IN RESPECT OF SUCH FOREIGN CURRENCY LOANS FROM TIME TO
TIME.
(C)
IF ALL OR A PORTION OF (I) THE PRINCIPAL AMOUNT OF ANY LOAN OR (II) ANY
INTEREST PAYABLE THEREON 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 THAT IS (X) IN THE CASE OF OVERDUE PRINCIPAL, THE RATE THAT
WOULD OTHERWISE BE APPLICABLE THERETO PLUS 2% OR (Y) IN THE CASE OF ANY OVERDUE
INTEREST, TO THE EXTENT PERMITTED BY
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APPLICABLE LAW, THE RATE DESCRIBED IN SECTION 2.8(A) PLUS 2% FROM AND INCLUDING
THE DATE OF SUCH NON-PAYMENT TO BUT EXCLUDING THE DATE ON WHICH SUCH AMOUNT IS
PAID IN FULL (AFTER AS WELL AS BEFORE JUDGMENT).
(D)
INTEREST ON EACH LOAN SHALL ACCRUE FROM AND INCLUDING THE DATE OF ANY
BORROWING TO BUT EXCLUDING THE DATE OF ANY REPAYMENT THEREOF AND SHALL BE
PAYABLE (I) IN RESPECT OF EACH ABR LOAN, QUARTERLY IN ARREARS ON THE LAST DAY OF
EACH MARCH, JUNE, SEPTEMBER AND DECEMBER, (II) IN RESPECT OF EACH EURODOLLAR
TERM LOAN, EURODOLLAR REVOLVING CREDIT LOAN OR EURODOLLAR EXTENDED REVOLVING
CREDIT LOAN, ON THE LAST DAY OF EACH INTEREST PERIOD APPLICABLE THERETO AND, IN
THE CASE OF AN INTEREST PERIOD IN EXCESS OF THREE MONTHS, ON EACH DATE OCCURRING
AT THREE-MONTH INTERVALS AFTER THE FIRST BUSINESS DAY OF SUCH INTEREST PERIOD,
(III) IN RESPECT OF EACH LOAN (EXCEPT, OTHER THAN IN THE CASE OF PREPAYMENTS,
ANY ABR LOAN), ON ANY PREPAYMENT (ON THE AMOUNT PREPAID), AT MATURITY (WHETHER
BY ACCELERATION OR OTHERWISE) AND, AFTER SUCH MATURITY, ON DEMAND.
IT IS
UNDERSTOOD AND AGREED THAT, IN THE EVENT THAT THE ACQUISITION IS NOT CONSUMMATED
ON JULY 31, 2004 AND THE LOANS ARE PREPAID, INTEREST ON EACH LOAN MADE ON THE
FUNDING DATE SHALL ACCRUE FROM AND INCLUDING THE FUNDING DATE TO BUT EXCLUDING
THE DATE OF THE REPAYMENT THEREOF IN ACCORDANCE WITH THIS AGREEMENT AND SUCH
INTEREST SHALL BE PAYABLE ON THE DATE OF