APPLICABLE BORROWING (OR, IF ANY SUCH AMOUNT DOES NOT RELATE TO A BORROWING
UNDER THIS AGREEMENT, THE RATE WHICH IS 2% IN EXCESS OF THE RATE OTHERWISE
APPLICABLE TO BASE RATE LOANS FROM TIME TO TIME).
INTEREST THAT ACCRUES UNDER
THIS SECTION 2.08(B) SHALL BE PAYABLE ON DEMAND.
(C)
ACCRUED (AND THERETOFORE UNPAID) INTEREST SHALL BE PAYABLE (I) IN
RESPECT OF EACH BASE RATE LOAN, QUARTERLY IN ARREARS ON EACH QUARTERLY PAYMENT
DATE, (II) IN RESPECT OF EACH CANADIAN PRIME RATE LOAN, QUARTERLY IN ARREARS ON
EACH QUARTERLY PAYMENT DATE, (III) IN RESPECT OF EACH EURODOLLAR RATE 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 (IV) IN RESPECT OF
EACH LOAN (OTHER THAN BANKERS' ACCEPTANCE LOANS), (X) ON THE DATE OF ANY
REPAYMENT OR PREPAYMENT THEREOF (ON THE AMOUNT PREPAID OR REPAID) (EXCEPT THAT
REPAYMENTS AND PREPAYMENTS OF BASE RATE LOANS OR CANADIAN PRIME RATE LOANS, IN
EACH CASE, UNDER A TRANCHE SHALL NOT BE REQUIRED TO BE ACCOMPANIED BY A PAYMENT
OF ACCRUED, AND THERETOFORE UNPAID, INTEREST THEREON, UNLESS EITHER ALL
OUTSTANDING LOANS OF SUCH TYPE UNDER SUCH TRANCHE ARE BEING REPAID OR PREPAID OR
THE TOTAL COMMITMENT UNDER SUCH TRANCHE HAS TERMINATED OR WILL BE TERMINATED
CONCURRENTLY WITH SUCH REPAYMENT OR PREPAYMENT), (Y) AT MATURITY (WHETHER BY
ACCELERATION OR OTHERWISE) AND (Z) AFTER SUCH MATURITY, ON DEMAND.
(D)
UPON EACH INTEREST DETERMINATION DATE, THE ADMINISTRATIVE AGENT
SHALL DETERMINE THE EURODOLLAR RATE FOR EACH INTEREST PERIOD APPLICABLE TO THE
RESPECTIVE EURODOLLAR LOANS AND SHALL PROMPTLY NOTIFY THE RESPECTIVE BORROWERS
AND THE LENDERS THEREOF.
EACH SUCH
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DETERMINATION SHALL, ABSENT MANIFEST ERROR, BE FINAL AND CONCLUSIVE AND BINDING
ON ALL PARTIES HERETO.
2.09.
Interest Periods.
At the time any Borrower gives any Notice of
Borrowing or Notice of Conversion/Continuation in respect of the making of, or
conversion into, any Eurodollar Loan (in the case of the initial Interest Period
applicable thereto) or prior to 12:00 Noon (New York City time) on the third
Business Day prior to the expiration of an Interest Period applicable to such
Eurodollar Loan (in the case of any subsequent Interest Period), such Borrower
shall have the right to elect the interest period (each, an "Interest Period")
applicable to such Eurodollar Loan, which Interest Period shall, at the option
of such Borrower, be (i) a one or two week period to the extent agreed to by all
Lenders with Loans and/or Commitments under the relevant Tranche, (ii) a one,
two, three or six month period or (iii) a nine or twelve month period to the
extent agreed to by all Lenders with Loans and/or Commitments under the relevant
Tranche, provided that (in each case):
(A)
ALL EURODOLLAR LOANS COMPRISING A BORROWING SHALL AT ALL TIMES
HAVE THE SAME INTEREST PERIOD;
(B)
THE INITIAL INTEREST PERIOD FOR ANY EURODOLLAR LOAN SHALL COMMENCE
ON