EVIDENCE SUCH LENDER'S
TERM LOANS.
SECTION 2.7.
INTEREST.
(A)
APPLICABLE RATES.
EXCEPT AS OTHERWISE SET
FORTH HEREIN, THE TERM LOANS OUTSTANDING SHALL BEAR INTEREST ON THE UNPAID
PRINCIPAL AMOUNT THEREOF FROM THE DATE MADE THROUGH REPAYMENT (WHETHER BY
ACCELERATION OR OTHERWISE) AT A RATE PER ANNUM EQUAL TO (I) IF A LIBOR LOAN,
LIBOR PLUS 7.00% PER ANNUM AND (II) IF A BASE RATE LOAN, THE BASE RATE PLUS
6.00% PER ANNUM.
(B)
DETERMINING THE APPLICABLE RATE OF
INTEREST.
THE BASIS FOR DETERMINING THE RATE OF INTEREST WITH RESPECT TO ANY
TERM LOAN, AND THE INTEREST PERIOD WITH RESPECT TO ANY LIBOR LOAN, SHALL BE
SELECTED BY THE BORROWER AND NOTIFIED TO ADMINISTRATIVE AGENT AND LENDERS
PURSUANT TO THE APPLICABLE BORROWING CERTIFICATE OR CONVERSION/CONTINUATION
NOTICE, AS THE CASE MAY BE.
IF ON ANY DAY A TERM LOAN IS OUTSTANDING WITH
RESPECT TO WHICH A BORROWING CERTIFICATE OR CONVERSION/CONTINUATION NOTICE HAS
NOT BEEN DELIVERED TO ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE TERMS HEREOF
SPECIFYING THE APPLICABLE BASIS FOR DETERMINING THE RATE OF INTEREST, THEN FOR
THAT DAY SUCH TERM LOAN SHALL BE A BASE RATE LOAN.
(C)
LIBOR PERIODS.
IN CONNECTION WITH LIBOR
LOANS THERE SHALL BE NO MORE THAN FIVE (5) INTEREST PERIODS OUTSTANDING AT ANY
TIME.
IN THE EVENT THE BORROWER FAILS TO SPECIFY BETWEEN A BASE RATE LOAN OR A
LIBOR LOAN IN THE APPLICABLE BORROWING CERTIFICATE OR CONVERSION/CONTINUATION
NOTICE, SUCH LOAN (IF OUTSTANDING AS A LIBOR LOAN) WILL BE AUTOMATICALLY
CONVERTED INTO A BASE RATE LOAN ON THE LAST DAY OF THE THEN-CURRENT INTEREST
PERIOD FOR SUCH LOAN (OR IF OUTSTANDING AS A BASE RATE LOAN WILL REMAIN AS, OR
(IF NOT THEN OUTSTANDING) WILL BE MADE AS, A BASE RATE LOAN).
IN THE EVENT THE
BORROWER FAILS TO SPECIFY AN INTEREST PERIOD FOR ANY LIBOR LOAN IN THE
APPLICABLE BORROWING CERTIFICATE OR CONVERSION/CONTINUATION NOTICE, THE BORROWER
SHALL BE DEEMED TO HAVE SELECTED AN INTEREST PERIOD OF ONE MONTH.
AS SOON AS
PRACTICABLE AFTER 10:00 A.M. (NEW YORK CITY TIME) ON EACH INTEREST RATE
DETERMINATION DATE, ADMINISTRATIVE AGENT SHALL DETERMINE (WHICH DETERMINATION
SHALL, ABSENT MANIFEST ERROR, BE FINAL, CONCLUSIVE AND BINDING UPON ALL PARTIES)
THE INTEREST RATE THAT SHALL APPLY TO THE LIBOR LOANS FOR WHICH AN INTEREST RATE
IS THEN BEING DETERMINED FOR THE APPLICABLE INTEREST PERIOD AND SHALL PROMPTLY
GIVE NOTICE THEREOF (IN WRITING OR BY TELEPHONE CONFIRMED IN WRITING) TO THE
BORROWER AND EACH LENDER.
(D)
CALCULATION OF INTEREST RATES.
INTEREST
PAYABLE PURSUANT TO SECTION 2.7(A) SHALL BE COMPUTED ON THE BASIS OF A 360-DAY
YEAR FOR THE ACTUAL NUMBER OF DAYS ELAPSED IN THE PERIOD
30
DURING WHICH IT ACCRUES.
IN COMPUTING INTEREST ON ANY TERM LOAN, THE DATE OF
THE MAKING OF SUCH TERM LOAN OR THE FIRST BUSINESS DAY OF AN INTEREST PERIOD
APPLICABLE TO SUCH TERM OR, WITH RESPECT TO A BASE RATE LOAN BEING CONVERTED
FROM A LIBOR LOAN, THE DATE OF CONVERSION OF SUCH LIBOR LOAN TO SUCH BASE RATE
LOANS, AS THE CASE MAY BE, SHALL