BY ACCELERATION OR OTHERWISE), ALL OUTSTANDING LOANS AND
REIMBURSEMENT OBLIGATIONS (WHETHER OR NOT OVERDUE) (TO THE EXTENT LEGALLY
PERMITTED) SHALL BEAR INTEREST AT A RATE PER ANNUM THAT IS EQUAL TO (X) IN THE
CASE OF THE LOANS, THE RATE THAT WOULD OTHERWISE BE APPLICABLE THERETO PURSUANT
TO THE FOREGOING PROVISIONS OF THIS SECTION PLUS 2% OR (Y) IN THE CASE OF
REIMBURSEMENT OBLIGATIONS, THE RATE APPLICABLE TO BASE RATE LOANS PLUS 2% (THE
"DEFAULT RATE").
IF ALL OR A PORTION OF ANY INTEREST PAYABLE ON ANY LOAN OR
REIMBURSEMENT OBLIGATION OR ANY COMMITMENT 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 EQUAL TO
THE DEFAULT RATE.
SECTION 2.9.3.
PAYMENT DATES.
INTEREST ACCRUED ON EACH LOAN SHALL BE PAYABLE,
WITHOUT DUPLICATION:
(A)
WITH RESPECT TO ANY LOANS, ON THE REVOLVING COMMITMENT TERMINATION
DATE;
(B)
IN THE CASE OF ANY LOAN:
(I)
ON THAT PORTION OF THE OUTSTANDING PRINCIPAL AMOUNT THEREOF
MAINTAINED AS A BASE RATE LOAN, ON THE LAST DAY OF EACH FISCAL QUARTER,
COMMENCING WITH THE FIRST SUCH DAY FOLLOWING THE CLOSING DATE; AND
11
(II)
ON THAT PORTION OF THE OUTSTANDING PRINCIPAL AMOUNT THEREOF
MAINTAINED AS A EURODOLLAR RATE LOAN, ON THE LAST DAY OF EACH APPLICABLE
INTEREST PERIOD AND, IF SUCH INTEREST PERIOD SHALL EXCEED THREE MONTHS, ON EACH
DAY THAT OCCURS DURING SUCH INTEREST PERIOD EVERY THREE MONTHS FROM THE FIRST
DAY OF SUCH INTEREST PERIOD (OR, IF THERE IS NO NUMERICALLY CORRESPONDING DAY IN
SUCH SUBSEQUENT MONTH OR IF SUCH NUMERICALLY CORRESPONDING DAY IS NOT A BUSINESS
DAY, ON THE NEXT PRECEDING BUSINESS DAY); AND
(C)
ON THAT PORTION OF ANY LOANS THE MATURITY OF WHICH IS ACCELERATED
PURSUANT TO SECTION 7.2, IMMEDIATELY UPON SUCH ACCELERATION.
Interest accrued on the principal amount of each Loan or other monetary
Obligation arising under this Agreement or any other Loan Document after the
date such amount is due and payable (whether on the Revolving Commitment
Termination Date, upon acceleration or otherwise) shall be payable upon demand.
SECTION 2.9.4.
RATE DETERMINATIONS.
(A)
ALL DETERMINATIONS BY THE ADMINISTRATIVE AGENT OF ANY RATE OF
INTEREST APPLICABLE TO ANY LOAN OR OTHER MONETARY OBLIGATION SHALL BE
PRESUMPTIVE EVIDENCE OF SUCH RATE.
(B)
IF THE ADMINISTRATIVE AGENT SHALL HAVE DETERMINED THAT FOR ANY
REASON ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING THE LIBOR
RATE FOR ANY REQUESTED INTEREST PERIOD WITH RESPECT TO A PROPOSED EURODOLLAR
RATE LOAN OR THAT THE LIBOR RATE APPLICABLE PURSUANT TO SECTION 2.9.1 FOR ANY
REQUESTED INTEREST PERIOD WITH RESPECT TO A PROPOSED EURODOLLAR RATE LOAN DOES
NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO THE LENDERS OF FUNDING SUCH LOAN,
THE ADMINISTRATIVE AGENT WILL IMMEDIATELY GIVE NOTICE OF SUCH DETERMINATION TO
THE BORROWER AND EACH LENDER.
THEREAFTER, THE OBLIGATION OF THE LENDERS TO MAKE
OR CONTINUE EURODOLLAR RATE LOANS HEREUNDER, OR PERMIT THE CONVERSION OF BASE
RATE LOANS INTO EURODOLLAR RATE