ABR LOAN SHALL BEAR INTEREST FOR EACH DAY ON WHICH IT IS
OUTSTANDING AT A RATE PER ANNUM EQUAL TO THE ALTERNATE BASE RATE FOR SUCH DAY
PLUS THE APPLICABLE MARGIN.
(C)
IF ALL OR A PORTION OF (I) THE PRINCIPAL AMOUNT OF ANY LOAN,
(II) ANY INTEREST PAYABLE THEREON OR (III) ANY FEE OR OTHER AMOUNT PAYABLE
HEREUNDER SHALL NOT BE PAID WHEN DUE (WHETHER AT THE STATED MATURITY, BY
ACCELERATION OR OTHERWISE), SUCH AMOUNT SHALL BEAR INTEREST FOR EACH DAY AFTER
THE DUE DATE UNTIL SUCH AMOUNT IS PAID IN FULL AT A RATE PER ANNUM EQUAL TO
(X) IN THE CASE OF PRINCIPAL, THE RATE THAT WOULD OTHERWISE BE APPLICABLE
THERETO PURSUANT TO THE FOREGOING PROVISIONS OF THIS SUBSECTION PLUS 2% PER
ANNUM OR (Y) IN THE CASE OF ANY SUCH OVERDUE INTEREST, FEE OR OTHER AMOUNT, THE
RATE DESCRIBED IN PARAGRAPH (B) OF THIS SUBSECTION PLUS 2% PER ANNUM.
IF ANY
EVENT OF DEFAULT DESCRIBED IN SUBSECTIONS 9(C) (WITH RESPECT TO SUBSECTION 8.1
ONLY), (F), (H) OR (J) SHALL OCCUR AND BE CONTINUING, AND THE MAJORITY LENDERS
SHALL GIVE NOTICE TO THE BORROWER THAT THIS SENTENCE SHALL APPLY, THEN, UNTIL
SUCH EVENT OF DEFAULT SHALL BE CURED OR WAIVED OR SUCH NOTICE SHALL BE
WITHDRAWN, THE OUTSTANDING PRINCIPAL AMOUNT OF ALL LOANS SHALL BEAR INTEREST AT
2% PER ANNUM ABOVE THE RATE THAT WOULD OTHERWISE BE APPLICABLE THERETO PURSUANT
TO THE FOREGOING PROVISIONS OF THIS SUBSECTION 4.1 (OTHER THAN THE FIRST
SENTENCE OF THIS PARAGRAPH (C)).
(D)
INTEREST SHALL BE PAYABLE IN ARREARS ON EACH INTEREST PAYMENT
DATE, PROVIDED THAT INTEREST ACCRUING PURSUANT TO PARAGRAPH (C) OF THIS
SUBSECTION 4.1 SHALL BE PAYABLE FROM TIME TO TIME ON DEMAND.
(E)
IN THE EVENT THAT ANY CERTIFICATE DELIVERED PURSUANT TO SUBSECTION
7.2(B) IS INACCURATE (REGARDLESS OF WHETHER THIS AGREEMENT OR THE COMMITMENTS
ARE IN EFFECT WHEN SUCH INACCURACY IS DISCOVERED), AND SUCH INACCURACY, IF
CORRECTED, WOULD HAVE LED TO THE APPLICATION OF
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A HIGHER APPLICABLE MARGIN FOR ANY PERIOD THAN THE APPLICABLE MARGIN ACTUALLY
USED TO DETERMINE INTEREST RATES FOR SUCH PERIOD, THEN (A) THE BORROWER SHALL
PROMPTLY DELIVER TO THE ADMINISTRATIVE AGENT A CORRECTED CERTIFICATE FOR SUCH
PERIOD, (B) THE APPLICABLE MARGIN FOR SUCH PERIOD SHALL BE RETROACTIVELY
DETERMINED BASED ON THE CALCULATIONS SET FORTH IN THE CORRECTED CERTIFICATE
DELIVERED PURSUANT TO SUBSECTION 7.2(B) AND (C) THE BORROWER SHALL PROMPTLY PAY
TO THE ADMINISTRATIVE AGENT (FOR THE ACCOUNT OF THE LENDERS DURING SUCH PERIOD
OR THEIR SUCCESSORS AND ASSIGNS) THE ACCRUED ADDITIONAL INTEREST OWING AS A
RESULT OF SUCH INCREASED APPLICABLE MARGIN FOR SUCH PERIOD.
THIS SUBSECTION
4.1(E) SHALL NOT LIMIT THE RIGHTS OF THE ADMINISTRATIVE AGENT UNDER THIS
SECTION 4 OR SECTION 9, AND SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
4.2.
Conversion and Continuation Options.
(A)
THE BORROWER MAY ELECT FROM TIME TO TIME TO CONVERT OUTSTANDING
EURODOLLAR LOANS (IN WHOLE OR IN PART) TO ABR LOANS BY GIVING THE ADMINISTRATIVE
AGENT AT LEAST TWO BUSINESS DAYS' PRIOR IRREVOCABLE NOTICE OF SUCH