OF EACH CALENDAR QUARTER THEREAFTER AND THE LAST
INSTALLMENT SHALL BE IN THE AMOUNT OF THE THEN ENTIRE UNPAID BALANCE OF SUCH
TRANCHE A-2 TERM LOANS DUE UPON THE TERMINATION OF THE LOAN AGREEMENT AND THE
OTHER FINANCING AGREEMENTS.
THE TRANCHE A-2 TERM LOANS ARE (I) TO BE REPAID,
TOGETHER WITH INTEREST AND OTHER AMOUNTS, IN ACCORDANCE WITH THIS AGREEMENT AND
THE OTHER FINANCING AGREEMENTS AND (II) SECURED BY ALL OF THE COLLATERAL.
EXCEPT FOR THE MAKING OF THE TRANCHE A-2 TERM LOANS AS SET FORTH IN THIS SECTION
2.3, BORROWERS SHALL HAVE NO RIGHT TO REQUEST AND TRANCHE A-2 LENDERS SHALL HAVE
NO OBLIGATION TO MAKE ANY ADDITIONAL LOANS OR ADVANCES TO BORROWERS UNDER THIS
SECTION 2.3 AND ANY PAYMENTS OF THE TRANCHE A-2 TERM LOAN SHALL NOT BE SUBJECT
TO ANY READVANCE OR REBORROWING BY BORROWERS.
(C)
IN THE EVENT THAT, AT ANY TIME, THE AMOUNT OF THE OUTSTANDING TRANCHE
A-2 TERM LOANS EXCEEDS THE LESSER OF THE TRANCHE A-2 BORROWING BASE THEN IN
EFFECT OR THE TRANCHE A-2 MAXIMUM CREDIT, UNLESS A RESERVE IN SUCH AMOUNT HAS
BEEN ESTABLISHED AS PROVIDED IN CLAUSE (XVI) OF THE DEFINITION OF THE TERM
RESERVES (AND AFTER GIVING EFFECT TO SUCH RESERVE THERE IS EXCESS AVAILABILITY),
BORROWERS SHALL, UPON DEMAND BY ADMINISTRATIVE AGENT AT ITS OPTION OR AT THE
DIRECTION OF THE REQUIRED TRANCHE A-2 LENDERS, WHICH MAY BE MADE AT ANY TIME OR
FROM TIME TO TIME, IMMEDIATELY REPAY TO ADMINISTRATIVE AGENT THE ENTIRE AMOUNT
OF ANY SUCH EXCESS(ES) FOR WHICH PAYMENT IS DEMANDED (AND INCLUDING BREAKAGE OR
SIMILAR COSTS, IF ANY).
2.4
LETTER OF CREDIT ACCOMMODATIONS.
(A)
SUBJECT TO AND UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AT THE
REQUEST OF A BORROWER, ADMINISTRATIVE AGENT AGREES, FOR THE RATABLE RISK OF EACH
TRANCHE A LENDER ACCORDING TO ITS PRO RATA SHARE, TO PROVIDE OR ARRANGE FOR
LETTER OF CREDIT ACCOMMODATIONS FOR THE ACCOUNT OF SUCH BORROWER CONTAINING
TERMS AND CONDITIONS ACCEPTABLE TO ADMINISTRATIVE AGENT AND THE ISSUER THEREOF
(WHICH ISSUER SHALL BE WELLS FARGO BANK, NATIONAL ASSOCIATION, A LENDER OR SUCH
OTHER INSTITUTION REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT AND LEAD
BORROWER (EACH, AN "ISSUING BANK")).
ANY PAYMENTS MADE BY OR ON BEHALF OF
ADMINISTRATIVE AGENT OR ANY TRANCHE A LENDER TO ANY ISSUER THEREOF AND/OR
RELATED PARTIES IN CONNECTION WITH THE LETTER OF CREDIT ACCOMMODATIONS PROVIDED
TO OR FOR THE BENEFIT OF A BORROWER SHALL CONSTITUTE ADDITIONAL TRANCHE A
REVOLVING LOANS TO SUCH BORROWER PURSUANT TO THIS SECTION 2 (OR SPECIAL
ADMINISTRATIVE AGENT ADVANCES AS THE CASE MAY BE).
(B)
IN ADDITION TO ANY CHARGES, FEES OR EXPENSES CHARGED BY ANY BANK OR
ISSUER IN CONNECTION WITH THE LETTER OF CREDIT ACCOMMODATIONS, BORROWERS SHALL
PAY TO ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE TRANCHE A LENDERS, MONTHLY A
LETTER OF CREDIT FEE ON THE DAILY OUTSTANDING BALANCE OF THE LETTER OF CREDIT
ACCOMMODATIONS DURING THE IMMEDIATELY PRECEDING MONTH (OR PART THEREOF) AT A
RATE EQUAL TO THE PERCENTAGE (ON A PER ANNUM BASIS) SET FORTH BELOW IF THE
MONTHLY