366 DAYS, AS THE CASE MAY BE, WHEN DETERMINED BY REFERENCE TO THE BASE RATE
AND OVER A YEAR OF 360 DAYS AT ALL OTHER TIMES) EQUAL TO THE RATE THAT WOULD BE
APPLICABLE TO AN ABR LOAN PLUS THE APPLICABLE PERCENTAGE PLUS 2.00% PER ANNUM.
SECTION 2.08.
ALTERNATE RATE OF INTEREST.
IN THE EVENT, AND ON EACH
OCCASION, THAT ON THE DAY TWO BUSINESS DAYS PRIOR TO THE COMMENCEMENT OF ANY
INTEREST PERIOD FOR A EURODOLLAR LOAN THE ADMINISTRATIVE AGENT SHALL HAVE
REASONABLY DETERMINED THAT DOLLAR DEPOSITS IN THE PRINCIPAL AMOUNTS OF THE LOANS
COMPRISING SUCH LOAN ARE NOT GENERALLY AVAILABLE IN THE LONDON INTERBANK MARKET,
OR THAT THE RATES AT WHICH DOLLAR DEPOSITS ARE BEING OFFERED IN THE LONDON
INTERBANK MARKET WILL NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO ANY
PARTICIPATING LENDER OF MAKING OR MAINTAINING ITS EURODOLLAR LOAN DURING SUCH
INTEREST PERIOD, OR THAT REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING THE
ADJUSTED LIBO RATE FOR SUCH INTEREST PERIOD, THE ADMINISTRATIVE AGENT SHALL, AS
SOON AS PRACTICABLE THEREAFTER, GIVE WRITTEN OR FAX NOTICE OF SUCH DETERMINATION
TO THE BORROWER. IN THE EVENT OF ANY SUCH DETERMINATION, UNTIL THE
ADMINISTRATIVE AGENT SHALL HAVE ADVISED THE BORROWER THAT THE CIRCUMSTANCES
GIVING RISE TO SUCH NOTICE NO LONGER EXIST, ANY REQUEST BY THE BORROWER FOR A
EURODOLLAR LOAN PURSUANT TO SECTION 2.03 OR 2.10 SHALL BE DEEMED TO BE A REQUEST
FOR AN ABR LOAN.
EACH DETERMINATION BY THE ADMINISTRATIVE AGENT UNDER THIS
SECTION 2.08 SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
SECTION 2.09.
REPAYMENT.
THE PRINCIPAL AMOUNT OF THE LOANS SHALL BE
DUE AND PAYABLE ON THE MATURITY DATE, TOGETHER WITH ACCRUED AND UNPAID INTEREST,
UNLESS ACCELERATED SOONER PURSUANT TO ARTICLE VII.
SECTION 2.10.
CONVERSION AND CONTINUATION OF BORROWINGS.
THE BORROWER
SHALL HAVE THE RIGHT AT ANY TIME UPON PRIOR WRITTEN OR FAX NOTICE (OR TELEPHONE
NOTICE PROMPTLY CONFIRMED BY WRITTEN OR FAX NOTICE) TO THE ADMINISTRATIVE AGENT
(A) NOT LATER THAN 11:00 A.M., NEW YORK CITY TIME, ONE BUSINESS DAY PRIOR TO
CONVERSION, TO CONVERT ANY EURODOLLAR LOAN INTO AN ABR LOAN, (B) NOT LATER THAN
11:00 A.M., NEW YORK CITY TIME, THREE BUSINESS DAYS PRIOR TO CONVERSION OR
CONTINUATION, TO CONVERT ANY ABR LOAN INTO A EURODOLLAR LOAN OR TO CONTINUE ANY
EURODOLLAR LOAN AS A EURODOLLAR LOAN FOR AN ADDITIONAL INTEREST PERIOD, AND
(C) NOT LATER THAN 11:00 A.M., NEW YORK CITY TIME, THREE BUSINESS DAYS PRIOR TO
CONVERSION, TO CONVERT THE INTEREST PERIOD WITH RESPECT TO ANY EURODOLLAR LOAN
TO ANOTHER PERMISSIBLE INTEREST PERIOD, SUBJECT IN EACH CASE TO THE FOLLOWING:
(I)
EACH CONVERSION OR CONTINUATION SHALL BE MADE PRO RATA AMONG THE LENDERS IN
ACCORDANCE WITH THE RESPECTIVE PRINCIPAL AMOUNTS OF THE LOANS COMPRISING THE
CONVERTED OR CONTINUED LOAN;
(II)
IF LESS THAN ALL THE OUTSTANDING PRINCIPAL AMOUNT OF ANY LOAN SHALL BE
CONVERTED OR CONTINUED, THEN EACH RESULTING LOAN SHALL SATISFY THE LIMITATIONS
SPECIFIED IN SECTION 2.02(B) REGARDING THE MAXIMUM NUMBER OF BORROWINGS OF THE
RELEVANT TYPE;
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(III)
EACH CONVERSION SHALL