OUTSTANDING PRINCIPAL
AMOUNT OF ANY WORKING CAPITAL FACILITY LOAN MAY BE CONTINUED AS, OR CONVERTED
INTO, A LIBOR LOAN WHEN ANY DEFAULT HAS OCCURRED AND WHILE IT IS CONTINUING OR
WHEN THE LEVERAGE RATIO (DETERMINED AS OF THE LAST DAY OF BORROWERS' MOST
RECENTLY ENDED FISCAL QUARTER OR FISCAL YEAR FOR WHICH BORROWERS HAVE PROVIDED
FINANCIAL STATEMENTS TO AGENT) IS GREATER THAN 4.00:1.00.
The Agent shall give prompt telephonic notice to each Lender of the interest
rate determined pursuant to this Section 3.4.2 with respect to such Loans.
Absent delivery of a Continuation/Conversion Notice with respect to any LIBOR
Loan at least three (3) Business Days before the last day of the then current
Interest Period with respect thereto, such LIBOR Loan shall, on such last day,
automatically convert to a Base Rate Loan.
SECTION 3.4.3
POST-DEFAULT RATES.
FROM AND AFTER THE OCCURRENCE OF AN
EVENT OF DEFAULT AND DURING THE CONTINUANCE THEREOF, AT THE ELECTION OF AGENT OR
THE REQUIRED LENDERS,
THE BORROWERS SHALL PAY INTEREST (AFTER AS WELL AS BEFORE
JUDGMENT) ON THE OUTSTANDING PRINCIPAL AMOUNT OF ALL LOANS AND OTHER OBLIGATIONS
AT A RATE PER ANNUM EQUAL TO THE POST-DEFAULT RATE APPLICABLE TO SUCH LOANS AND
OTHER OBLIGATIONS.
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SECTION 3.4.4
PAYMENT DATES.
ACCRUED INTEREST ON THE LOANS SHALL BE
PAYABLE, WITHOUT DUPLICATION:
(A)
ON MATURITY OF SUCH LOANS;
(B)
WITH RESPECT TO ANY PORTION OF ANY LOAN PREPAID OR REPAID PURSUANT
TO SECTION 3.3.1, ON THE DATE OF SUCH PREPAYMENT OR REPAYMENT IS DUE AS PROVIDED
IN SECTION 3.3.1 AND, IN THE CASE OF A VOLUNTARY PREPAYMENT, ON THE DATE SET
FORTH IN ANY NOTICE REQUIRED FOR SUCH PREPAYMENT; AND
(C)
WITH RESPECT TO BASE RATE LOANS, ON EACH MONTHLY PAYMENT DATE,
COMMENCING WITH THE FIRST SUCH DAY FOLLOWING THE CLOSING DATE;
(D)
WITH RESPECT TO LIBOR LOANS, ON EACH MONTHLY PAYMENT DATE,
COMMENCING WITH THE FIRST SUCH DAY FOLLOWING THE CLOSING DATE AND, IF AGENT SO
ELECTS, ON THE LAST DAY OF EACH APPLICABLE INTEREST PERIOD;
(E)
WITH RESPECT TO ANY BASE RATE LOANS CONVERTED INTO LIBOR LOANS ON A
DAY WHICH IS NOT A MONTHLY PAYMENT DATE, ON THE DATE OF SUCH CONVERSION;
(F)
ON THE DATE OF ACCELERATION OF SUCH LOANS PURSUANT TO SECTION 7.2
OR SECTION 7.3; AND
(G)
WITH RESPECT TO INTEREST ACCRUING AT ANY POST-DEFAULT RATE AND, TO
THE EXTENT PERMITTED BY APPLICABLE LAW, INTEREST ON OVERDUE AMOUNTS (INCLUDING
OVERDUE INTEREST), UPON DEMAND.
SECTION 3.4.5
RATE DETERMINATIONS.
ALL DETERMINATIONS BY THE AGENT OF THE
RATE OF INTEREST APPLICABLE TO ANY LOAN SHALL BE PRESUMED CORRECT IN THE ABSENCE
OF MANIFEST ERROR.
SECTION 3.4.6
LIMITATION ON TYPES OF LOANS.
(A) ANYTHING HEREIN TO THE
CONTRARY NOTWITHSTANDING, IF ON OR PRIOR TO THE DETERMINATION OF ANY LIBOR RATE
FOR ANY INTEREST PERIOD, THE AGENT DETERMINES IN GOOD FAITH, WHICH DETERMINATION
SHALL BE CONCLUSIVE, THAT QUOTATIONS OF INTEREST RATES FOR THE RELEVANT DEPOSITS
REFERRED TO IN THE DEFINITION OF "LIBOR RATE" ARE NOT BEING PROVIDED IN THE
RELEVANT AMOUNTS OR FOR THE