(INCLUDING POST-PETITION
INTEREST IN ANY PROCEEDING UNDER THE BANKRUPTCY CODE OR OTHER APPLICABLE
BANKRUPTCY LAWS) AT A RATE PER ANNUM THAT IS (I) IN THE CASE OF OVERDUE
PRINCIPAL, THE RATE THAT WOULD OTHERWISE BE APPLICABLE THERETO PLUS 2% OR
(II) IN THE CASE OF OVERDUE INTEREST, FEES OR OTHER AMOUNTS DUE HEREUNDER, TO
THE EXTENT PERMITTED BY 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).
ALL SUCH INTEREST SHALL BE PAYABLE ON DEMAND.
(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 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 DAY OF
SUCH INTEREST PERIOD, AND (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.
(E)
ALL COMPUTATIONS OF INTEREST HEREUNDER SHALL BE
MADE IN ACCORDANCE WITH SECTION 5.5.
(F)
THE ADMINISTRATIVE AGENT, UPON DETERMINING THE
INTEREST RATE FOR ANY BORROWING OF EURODOLLAR LOANS, SHALL PROMPTLY NOTIFY THE
BORROWER AND THE RELEVANT LENDERS THEREOF.
EACH SUCH DETERMINATION SHALL,
ABSENT CLEARLY DEMONSTRABLE ERROR, BE FINAL AND CONCLUSIVE AND BINDING ON ALL
PARTIES HERETO.
2.9
INTEREST PERIODS.
AT THE TIME THE BORROWER GIVES A NOTICE OF BORROWING OR
NOTICE OF CONVERSION OR CONTINUATION IN RESPECT OF THE MAKING OF, OR CONVERSION
INTO OR CONTINUATION AS, A BORROWING OF EURODOLLAR LOANS (IN THE CASE OF THE
INITIAL INTEREST PERIOD APPLICABLE THERETO) OR PRIOR TO 1:00 P.M. (NEW YORK
TIME) ON THE THIRD BUSINESS DAY PRIOR TO THE EXPIRATION OF AN INTEREST PERIOD
APPLICABLE TO A BORROWING OF EURODOLLAR LOANS, THE BORROWER
48
SHALL HAVE THE RIGHT TO ELECT, BY GIVING THE ADMINISTRATIVE AGENT WRITTEN NOTICE
(OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING), THE INTEREST PERIOD
APPLICABLE TO SUCH BORROWING, WHICH INTEREST PERIOD SHALL, AT THE OPTION OF THE
BORROWER, BE A ONE, TWO, THREE, SIX OR (IF AVAILABLE TO ALL THE LENDERS MAKING
SUCH LOANS AS DETERMINED BY SUCH LENDERS IN GOOD FAITH BASED ON PREVAILING
MARKET CONDITIONS) A NINE OR TWELVE MONTH PERIOD; PROVIDED, THAT THE INITIAL
INTEREST PERIOD MAY BE FOR A PERIOD LESS THAN ONE MONTH IF AGREED UPON BY THE
BORROWER AND THE ADMINISTRATIVE AGENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED ABOVE:
(I)
THE INITIAL INTEREST PERIOD FOR ANY BORROWING OF EURODOLLAR LOANS
SHALL COMMENCE ON THE DATE OF SUCH BORROWING (INCLUDING THE DATE OF ANY
CONVERSION FROM