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
Interim Cash Pay Loans under this Agreement shall be made by the Lenders pro
rata on the basis of their then-applicable Senior Interim Cash Pay Commitments.
Each Borrowing of Senior Interim PIK Loans under this Agreement shall be made by
the Lenders pro rata on the basis of their then-applicable Senior Interim PIK
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)
(I)
THE UNPAID PRINCIPAL AMOUNT OF EACH
SENIOR CASH PAY 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.
(II)
THE UNPAID PRINCIPAL AMOUNT OF EACH SENIOR
PIK LOAN THAT IS AN ABR LOAN SHALL BEAR INTEREST (A) FOR ANY INTEREST PERIOD
FROM THE DATE OF THE BORROWING THEREOF UNTIL
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but not including the fourth anniversary of the Original Closing Date (the "PIK
Interest Termination Date") entirely by increasing the principal amount of the
outstanding Senior PIK Loans ("PIK Interest") and (B) for any Interest Period
from the PIK Interest Termination Date until the Term Loan Maturity Date
(whether by acceleration or otherwise) entirely in cash ("Cash Interest").
Any
Cash Interest shall accrue for each day during such Interest Period at a rate
per annum that shall at all times