AT ANY TIME DURING THE
PERIOD COMMENCING ON THE EFFECTIVE DATE OF SUCH CHANGE IN THE DEBT RATING AND
ENDING ON THE DATE IMMEDIATELY PRECEDING THE EFFECTIVE DATE OF THE NEXT SUCH
CHANGE IN THE DEBT RATING WHICH RESULTS IN A CHANGE IN THE APPLICABLE MARGIN.
IF THE RATING SYSTEM OF MOODY'S OR S&P SHALL CHANGE, OR IF EITHER SUCH RATING
AGENCY SHALL CEASE TO BE IN THE BUSINESS OF RATING CORPORATE DEBT OBLIGATIONS,
THE BORROWER AND THE LENDERS SHALL NEGOTIATE IN GOOD FAITH TO AMEND THIS SECTION
AND THE RELEVANT DEFINITIONS TO REFLECT SUCH CHANGED RATING SYSTEM OR THE
UNAVAILABILITY OF RATINGS FROM SUCH RATING AGENCY AND, PENDING THE EFFECTIVENESS
OF ANY SUCH AMENDMENT, THE APPLICABLE MARGIN SHALL BE DETERMINED BY REFERENCE TO
THE DEBT RATING MOST RECENTLY IN EFFECT PRIOR TO SUCH CHANGE OR CESSATION.
(C)
ACCRUED AND UNPAID INTEREST IN RESPECT OF EACH COMMITTED LOAN SHALL BE PAID
ON EACH INTEREST PAYMENT DATE, ON THE EARLIER OF THE MATURITY DATE AND THE DATE
OF TERMINATION, OTHER THAN PURSUANT SOLELY TO THE OCCURRENCE OF THE TERMINATION
DATE, OF THE COMMITMENTS HEREUNDER, ON THE DATE OF ANY PREPAYMENT OR REPAYMENT
(OTHER THAN A PREPAYMENT OR REPAYMENT OF REFERENCE RATE LOANS) OF COMMITTED
LOANS.
(D)
THE BORROWER SHALL PAY TO EACH LENDER WHICH HAD MADE A BID LOAN INTEREST ON
THE UNPAID PRINCIPAL AMOUNT OF SUCH BID LOAN FROM THE DATE WHEN MADE UNTIL PAID
IN FULL, ON EACH INTEREST PAYMENT DATE AND ON THE EARLIER OF THE TERMINATION
DATE AND THE DATE OF TERMINATION OF THE COMMITMENTS HEREUNDER, AT A RATE PER
ANNUM EQUAL TO LIBOR PLUS (OR MINUS) THE LIBOR BID MARGIN, OR THE ABSOLUTE RATE,
AS THE CASE MAY BE, AS SPECIFIED BY SUCH LENDER IN ITS COMPETITIVE BID PURSUANT
TO SECTION 2.04(B)(II).
SECTION 2.10.
DEFAULT INTEREST.
NOTWITHSTANDING THE PROVISIONS OF
SECTION 2.09, IF ANY PRINCIPAL OF OR INTEREST ON ANY LOAN OR ANY FEE OR OTHER
AMOUNT PAYABLE BY THE BORROWER HEREUNDER IS NOT PAID WHEN DUE, WHETHER AT STATED
MATURITY, UPON ACCELERATION OR OTHERWISE, SUCH OVERDUE AMOUNT SHALL BEAR
INTEREST, AFTER AS WELL AS BEFORE JUDGMENT, AT A RATE PER ANNUM EQUAL TO (I) IN
THE CASE OF OVERDUE PRINCIPAL OF ANY LOAN, 2% PLUS THE
RATE OTHERWISE
APPLICABLE TO SUCH LOAN AS PROVIDED IN SECTION 2.09 OR
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(II) IN THE CASE OF ANY OTHER AMOUNT, 2% PLUS THE RATE APPLICABLE TO REFERENCE
RATE LOANS AS PROVIDED IN PARAGRAPH (A)(I) OF SECTION 2.09.
SECTION 2.11.
CONTINUATION AND CONVERSION ELECTIONS FOR COMMITTED BORROWINGS.
(A)
THE BORROWER MAY UPON IRREVOCABLE WRITTEN NOTICE TO THE ADMINISTRATIVE
AGENT IN ACCORDANCE WITH PARAGRAPH (B) BELOW:
(I) ELECT TO CONVERT, ON ANY BUSINESS DAY, ANY REFERENCE RATE LOANS (OR ANY PART
THEREOF IN AN AGGREGATE AMOUNT NOT LESS THAN $5,000,000 OR AN INTEGRAL MULTIPLE
OF $1,000,000 IN EXCESS THEREOF) INTO EURODOLLAR LOANS;
(II) ELECT TO CONVERT, ON ANY BUSINESS DAY, ANY EURODOLLAR LOANS (OR ANY PART
THEREOF IN AN AGGREGATE AMOUNT NOT LESS THAN $5,000,000 OR AN INTEGRAL MULTIPLE