B
LOANS, BORROWER WILL ENTER INTO AN AMENDMENT WITH THE LENDERS (WHO SHALL BY
EXECUTION THEREOF BECOME LENDERS HEREUNDER IF NOT THERETOFORE LENDERS) TO
PROVIDE FOR SUCH ADDITIONAL TERM B LOANS, WHICH AMENDMENT SHALL BE IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT AND CONSISTENT WITH THE
TERMS OF THIS SECTION 2.4 AND OF THE OTHER PROVISIONS OF THIS AGREEMENT.
NO
CONSENT OF ANY LENDER (OTHER THAN ANY LENDER MAKING ADDITIONAL TERM B LOANS) IS
REQUIRED TO PERMIT THE ADDITIONAL TERM B LOANS CONTEMPLATED BY THIS SECTION
2.4(B) OR THE AFORESAID AMENDMENT TO EFFECTUATE THE ADDITIONAL TERM B LOANS.
THIS SECTION SHALL SUPERCEDE ANY PROVISIONS CONTAINED IN THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, SECTION 12.1, TO THE CONTRARY.
ARTICLE III
INTEREST AND FEES
3.1
INTEREST.
(A)
RATE OF INTEREST.
SUBJECT TO SECTION 3.1(E), EACH TERM B LOAN
SHALL BEAR INTEREST ON THE OUTSTANDING PRINCIPAL AMOUNT THEREOF FROM THE DATE
WHEN MADE UNTIL IT BECOMES DUE OR IS PREPAID IN FULL AT A RATE PER ANNUM EQUAL
TO (I) IN THE CASE OF BASE RATE LOANS, THE BASE RATE PLUS THE APPLICABLE BASE
RATE MARGIN OR (II) IN THE CASE OF EURODOLLAR LOANS, THE EURODOLLAR RATE PLUS
THE APPLICABLE EURODOLLAR MARGIN.
(B)
PAYMENT OF INTEREST.
INTEREST ON EACH LOAN SHALL BE PAYABLE IN
ARREARS ON EACH INTEREST PAYMENT DATE; PROVIDED, HOWEVER, THAT INTEREST ACCRUING
PURSUANT TO SECTION 3.1(D) SHALL BE PAYABLE FROM TIME TO TIME ON DEMAND.
INTEREST SHALL ALSO BE PAYABLE ON THE DATE OF ANY PAYMENT OF PRINCIPAL OF THE
TERM B LOANS FOR THE PORTION OF THE LOANS SO REPAID AND UPON PAYMENT (INCLUDING
PREPAYMENT) IN FULL OF ALL OF THE LOANS.
(C)
NOTIFICATION OF RATE.
ADMINISTRATIVE AGENT, UPON DETERMINING THE
INTEREST RATE FOR ANY TRANCHE OF EURODOLLAR LOANS FOR ANY INTEREST PERIOD, SHALL
PROMPTLY NOTIFY BORROWER AND THE APPLICABLE LENDERS THEREOF.
SUCH DETERMINATION
SHALL, ABSENT MANIFEST ERROR AND SUBJECT TO SECTION 3.5, BE FINAL, CONCLUSIVE
AND BINDING UPON ALL PARTIES HERETO.
(D)
DEFAULT INTEREST.
NOTWITHSTANDING THE RATES OF INTEREST SPECIFIED
HEREIN, EFFECTIVE ON THE DATE 30 DAYS AFTER THE OCCURRENCE AND CONTINUANCE
DURING SUCH 30 DAY PERIOD OF ANY EVENT OF DEFAULT (OTHER THAN THE FAILURE TO PAY
OBLIGATIONS WHEN DUE) AND FOR SO LONG THEREAFTER AS ANY SUCH EVENT OF DEFAULT
SHALL BE CONTINUING, AND EFFECTIVE IMMEDIATELY UPON ANY FAILURE TO PAY ANY
OBLIGATIONS OR ANY OTHER AMOUNTS DUE UNDER ANY OF THE LOAN DOCUMENTS WHEN DUE,
WHETHER BY ACCELERATION OR OTHERWISE, THE PRINCIPAL BALANCE OF EACH LOAN THEN
OUTSTANDING
33
AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY INTEREST PAYMENT ON EACH
LOAN NOT PAID WHEN DUE OR OTHER AMOUNTS THEN DUE AND PAYABLE, SHALL BEAR
INTEREST PAYABLE ON DEMAND, AFTER AS WELL AS BEFORE JUDGMENT, AT A RATE PER
ANNUM EQUAL TO THE DEFAULT RATE.
(E)
MAXIMUM INTEREST.
IF ANY INTEREST PAYMENT OR OTHER CHARGE OR FEE
PAYABLE HEREUNDER EXCEEDS THE MAXIMUM AMOUNT THEN PERMITTED BY APPLICABLE LAW,
BORROWER SHALL BE OBLIGATED TO PAY THE MAXIMUM AMOUNT THEN PERMITTED BY
APPLICABLE LAW