THE DATE OF THE
BORROWING THEREOF UNTIL MATURITY THEREOF (WHETHER BY ACCELERATION OR OTHERWISE)
AT A RATE PER ANNUM THAT SHALL AT ALL TIMES BE THE APPLICABLE LIBOR MARGIN PLUS
THE RELEVANT LIBOR RATE.
54
(C)
IF ALL OR A PORTION OF (I) THE PRINCIPAL AMOUNT OF
ANY LOAN OR (II) ANY INTEREST PAYABLE THEREON 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 THAT IS (THE "DEFAULT RATE") (X)
IN THE CASE OF OVERDUE PRINCIPAL, THE RATE THAT WOULD OTHERWISE BE APPLICABLE
THERETO PLUS 2% OR (Y) IN THE CASE OF ANY OVERDUE INTEREST, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE RATE DESCRIBED IN SECTION 2.8(A) PLUS 2% FROM
THE DATE OF SUCH NON-PAYMENT TO THE DATE ON WHICH SUCH AMOUNT IS PAID IN FULL
(AFTER AS WELL AS BEFORE JUDGMENT).
(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 IN DOLLARS; PROVIDED THAT ANY LOAN THAT IS REPAID
ON THE SAME DATE ON WHICH IT IS MADE SHALL BEAR INTEREST FOR ONE DAY. EXCEPT AS
PROVIDED BELOW, INTEREST SHALL BE PAYABLE (I) IN RESPECT OF EACH ABR LOAN,
QUARTERLY IN ARREARS ON THE LAST BUSINESS DAY OF EACH MARCH, JUNE, SEPTEMBER AND
DECEMBER (PROVIDED THAT THE FIRST SUCH PAYMENT SHALL BE ON DECEMBER 31, 2007),
(II) IN RESPECT OF EACH LIBOR 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, (III) IN RESPECT OF EACH LOAN, (A) ON ANY PREPAYMENT, (B)
AT MATURITY (WHETHER BY ACCELERATION OR OTHERWISE) AND (C) 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 LIBOR LOANS, SHALL PROMPTLY NOTIFY THE
BORROWER AND THE 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 LIBOR
LOANS IN ACCORDANCE WITH SECTIONS 2.3(A) AND 2.6(A), THE BORROWER SHALL GIVE THE
ADMINISTRATIVE AGENT WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN
WRITING) OF THE INTEREST PERIOD APPLICABLE TO SUCH BORROWING, WHICH INTEREST
PERIOD SHALL, AT THE OPTION OF THE BORROWER BE A ONE, TWO, THREE OR SIX MONTH
PERIOD.
Notwithstanding anything to the contrary contained above:
(A)
THE INITIAL INTEREST PERIOD FOR ANY
BORROWING OF LIBOR LOANS SHALL COMMENCE ON THE DATE OF SUCH BORROWING (INCLUDING
THE DATE OF ANY CONVERSION FROM A BORROWING OF ABR LOANS) AND EACH INTEREST
PERIOD OCCURRING