LOAN SHALL BEAR INTEREST ON THE UNPAID PRINCIPAL AMOUNT THEREOF FROM THE DATE
MADE THROUGH THE MATURITY DATE (WHETHER BY ACCELERATION OR OTHERWISE) AT A RATE
EQUAL TO (A) IF A BASE RATE LOAN, THE BASE RATE PLUS THE APPLICABLE MARGIN OR
(B) IF A LIBOR RATE LOAN, THE SUM OF LIBOR PLUS THE APPLICABLE MARGIN.
(II)
THE BASIS FOR DETERMINING THE RATE OF INTEREST WITH RESPECT TO
ANY LOAN AND THE INTEREST PERIOD WITH RESPECT TO ANY LIBOR RATE LOAN, SHALL BE
SELECTED BY THE APPLICABLE CREDIT PARTY AND NOTIFIED TO THE ADMINISTRATIVE AGENT
AND THE LENDERS PURSUANT TO THE APPLICABLE NOTICE OF BORROWING OR
CONVERSION/CONTINUATION NOTICE, AS THE CASE MAY BE.
IF ON ANY DAY A LOAN IS
OUTSTANDING WITH RESPECT TO WHICH A NOTICE OF BORROWING OR
CONVERSION/CONTINUATION NOTICE HAS NOT BEEN DELIVERED TO THE ADMINISTRATIVE
AGENT IN ACCORDANCE WITH THE TERMS HEREOF SPECIFYING THE APPLICABLE BASIS FOR
DETERMINING THE RATE OF INTEREST, THEN FOR THAT DAY SUCH LOAN SHALL BE A BASE
RATE LOAN.
(III)
WITH RESPECT TO DOLLAR-DENOMINATED LOANS OR ALTERNATIVE CURRENCY
LOANS DENOMINATED IN CANADIAN DOLLARS, IN THE EVENT THE BORROWER FAILS TO
SPECIFY BASE RATE LOANS OR LIBOR RATE LOANS IN THE APPLICABLE NOTICE OF
BORROWING OR CONVERSION/CONTINUATION NOTICE, SUCH LOANS (IF OUTSTANDING AS A
LIBOR RATE LOANS) WILL BE AUTOMATICALLY CONVERTED INTO BASE RATE LOANS ON THE
LAST DAY OF THE THEN CURRENT INTEREST PERIOD FOR SUCH LOANS (OR IF OUTSTANDING
AS BASE RATE LOANS WILL REMAIN AS, OR (IF NOT THEN OUTSTANDING) WILL BE MADE AS,
BASE RATE LOANS).
AS SOON AS PRACTICABLE AFTER 11:00 A.M. (NEW YORK CITY TIME)
ON EACH INTEREST RATE DETERMINATION DATE, THE 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 RATE 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 APPLICABLE CREDIT PARTY AND EACH
LENDER.
31
B.
INTEREST PERIODS.
THE APPLICABLE INTEREST
PERIOD (EACH AN "INTEREST PERIOD") OF EACH BORROWING OF LIBOR RATE LOANS SHALL
BE A ONE (1), TWO (2), THREE (3) OR SIX (6) MONTH PERIOD, AS SELECTED BY THE
APPLICABLE CREDIT PARTY IN THE APPLICABLE NOTICE OF BORROWING OR
CONVERSION/CONTINUATION NOTICE, INITIALLY COMMENCING ON THE DATE OF THE LOAN OR
ANY CONVERSION/CONTINUATION DATE, AS THE CASE MAY BE; PROVIDED THAT
(I)
IN THE CASE OF IMMEDIATELY SUCCESSIVE
INTEREST PERIODS APPLICABLE TO LIBOR RATE LOANS, EACH SUCCESSIVE INTEREST PERIOD
SHALL COMMENCE ON THE DAY ON WHICH THE IMMEDIATELY PRECEDING INTEREST PERIOD
EXPIRES;
(II)
IF AN INTEREST PERIOD WOULD OTHERWISE
EXPIRE ON A DAY THAT IS NOT A BUSINESS DAY, SUCH INTEREST PERIOD SHALL EXPIRE ON
THE NEXT SUCCEEDING BUSINESS DAY; PROVIDED THAT, IF ANY INTEREST PERIOD WOULD
OTHERWISE EXPIRE ON A DAY THAT IS NOT A BUSINESS DAY BUT IS A DAY OF THE MONTH
AFTER WHICH NO FURTHER BUSINESS DAY