CLOSING DATE) OR (II) ONE BUSINESS DAY'S PRIOR
WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING) IN THE CASE
OF A CONVERSION INTO ABR LOANS
(EACH, A "NOTICE OF CONVERSION OR CONTINUATION")
SPECIFYING THE LOANS TO BE SO CONVERTED OR CONTINUED, THE TYPE OF LOANS TO BE
CONVERTED OR CONTINUED INTO AND, IF SUCH LOANS ARE TO BE CONVERTED INTO OR
CONTINUED AS LIBOR LOANS, THE INTEREST PERIOD TO BE INITIALLY APPLICABLE
THERETO. THE ADMINISTRATIVE AGENT SHALL GIVE EACH APPLICABLE LENDER NOTICE AS
PROMPTLY AS PRACTICABLE OF ANY SUCH PROPOSED CONVERSION OR CONTINUATION
AFFECTING ANY OF ITS LOANS.
(B)
IF ANY DEFAULT OR EVENT OF DEFAULT IS IN EXISTENCE
AT THE TIME OF ANY PROPOSED CONTINUATION OF ANY LIBOR LOANS DENOMINATED IN
DOLLARS AND THE ADMINISTRATIVE AGENT HAS OR THE REQUIRED LENDERS HAVE DETERMINED
IN ITS OR THEIR SOLE DISCRETION NOT TO PERMIT SUCH CONTINUATION, SUCH LIBOR
LOANS SHALL BE AUTOMATICALLY CONVERTED ON THE LAST DAY OF THE CURRENT INTEREST
PERIOD INTO ABR LOANS. IF UPON THE EXPIRATION OF ANY INTEREST PERIOD IN RESPECT
OF LIBOR LOANS, THE BORROWER HAS FAILED TO ELECT A NEW INTEREST PERIOD TO BE
APPLICABLE THERETO AS PROVIDED IN CLAUSE (A), THE BORROWER SHALL BE DEEMED TO
HAVE ELECTED TO CONVERT SUCH BORROWING OF LIBOR LOANS INTO A BORROWING OF ABR
LOANS, EFFECTIVE AS OF THE EXPIRATION DATE OF SUCH CURRENT INTEREST PERIOD.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,
THE BORROWER MAY DELIVER A NOTICE OF CONVERSION OR CONTINUATION PURSUANT TO
WHICH THE BORROWER ELECTS TO IRREVOCABLY CONTINUE THE OUTSTANDING PRINCIPAL
AMOUNT OF ANY LOANS SUBJECT TO AN INTEREST RATE HEDGING OBLIGATIONS AS LIBOR
LOANS FOR EACH INTEREST PERIOD UNTIL THE EXPIRATION OF THE TERM OF SUCH
APPLICABLE HEDGING OBLIGATIONS.
2.7.
PRO RATA BORROWINGS.
EACH BORROWING OF SENIOR
SUBORDINATED INTERIM LOANS UNDER THIS AGREEMENT SHALL BE MADE BY THE LENDERS PRO
RATA ON THE BASIS OF THEIR THEN-APPLICABLE SENIOR SUBORDINATED INTERIM
COMMITMENTS. IT IS UNDERSTOOD THAT (A) NO LENDER SHALL BE RESPONSIBLE FOR ANY
DEFAULT BY ANY OTHER LENDER IN ITS OBLIGATION TO MAKE LOANS HEREUNDER AND THAT
EACH LENDER SEVERALLY BUT NOT JOINTLY SHALL BE OBLIGATED TO MAKE THE LOANS
PROVIDED TO BE MADE BY IT HEREUNDER, REGARDLESS OF THE FAILURE OF ANY OTHER
LENDER TO FULFILL ITS COMMITMENTS HEREUNDER AND (B) OTHER THAN AS EXPRESSLY
PROVIDED HEREIN WITH RESPECT TO A DEFAULTING LENDER, FAILURE BY A LENDER TO
PERFORM ANY OF ITS OBLIGATIONS UNDER ANY OF THE LOAN DOCUMENTS SHALL NOT RELEASE
ANY PERSON FROM PERFORMANCE OF ITS OBLIGATION UNDER ANY LOAN DOCUMENT.
2.8.
INTEREST.
(A)
THE UNPAID PRINCIPAL AMOUNT OF EACH SENIOR
SUBORDINATED LOAN THAT IS AN ABR LOAN SHALL BEAR INTEREST FROM THE DATE OF THE
BORROWING THEREOF UNTIL MATURITY THEREOF (WHETHER BY ACCELERATION OR OTHERWISE)
AT A RATE PER ANNUM THAT SHALL AT ALL TIMES BE THE APPLICABLE ABR MARGIN PLUS
THE ABR, IN EFFECT FROM TIME TO TIME.
(B)
THE UNPAID PRINCIPAL AMOUNT OF EACH SENIOR
SUBORDINATED LOAN THAT IS A LIBOR LOAN SHALL BEAR INTEREST FROM