this provision constitute a "keepwell,
support, or other agreement" for the benefit of each other Borrower or Guarantor
for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
The
term "Qualified ECP Guarantor" means, in respect of any Swap Obligation, each
Borrower or Guarantor that has total assets exceeding $10,000,000 at the time
such Swap Obligation is incurred or such other person as constitutes an
"eligible contract participant" under the Commodity Exchange Act or any
regulations promulgated thereunder. The term "Commodity Exchange Act" means the
Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and
any successor statute.
The term "Swap Obligation" means, with respect to any
Guarantor, any obligation to pay or perform under any agreement, contract or
transaction that constitutes a "swap" within the meaning of section 1a(47) of
the Commodity Exchange Act.
68
SECTION 3.
INTEREST AND FEES
69
3.1
INTEREST.
(A)
BORROWERS SHALL PAY TO ADMINISTRATIVE AGENT, FOR THE BENEFIT OF LENDERS,
INTEREST ON THE OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS AT THE INTEREST RATE.
ALL INTEREST ACCRUING HEREUNDER ON AND AFTER THE DATE OF ANY EVENT OF DEFAULT OR
TERMINATION HEREOF SHALL BE PAYABLE ON DEMAND.
(B)
EACH BORROWER MAY FROM TIME TO TIME REQUEST EURODOLLAR RATE LOANS OR MAY
REQUEST THAT BASE RATE LOANS BE CONVERTED TO EURODOLLAR RATE LOANS OR THAT ANY
EXISTING EURODOLLAR RATE LOANS CONTINUE FOR AN ADDITIONAL INTEREST PERIOD.
SUCH
REQUEST FROM A BORROWER SHALL SPECIFY THE AMOUNT OF THE EURODOLLAR RATE LOANS OR
THE AMOUNT OF THE BASE RATE LOANS TO BE CONVERTED TO EURODOLLAR RATE LOANS OR
THE AMOUNT OF THE EURODOLLAR RATE LOANS TO BE CONTINUED (SUBJECT TO THE LIMITS
SET FORTH BELOW) AND THE INTEREST PERIOD TO BE APPLICABLE TO SUCH EURODOLLAR
RATE LOANS.
SUBJECT TO THE TERMS AND CONDITIONS CONTAINED HEREIN, THREE (3)
BUSINESS DAYS AFTER RECEIPT BY ADMINISTRATIVE AGENT OF SUCH A REQUEST FROM A
BORROWER, SUCH EURODOLLAR RATE LOANS SHALL BE MADE OR BASE RATE LOANS SHALL BE
CONVERTED TO EURODOLLAR RATE LOANS OR SUCH EURODOLLAR RATE LOANS SHALL CONTINUE,
AS THE CASE MAY BE, PROVIDED, THAT, (I) NO DEFAULT OR EVENT OF DEFAULT SHALL
EXIST OR HAVE OCCURRED AND BE CONTINUING, (II) NO PARTY HERETO SHALL HAVE SENT
ANY NOTICE OF TERMINATION OF THIS AGREEMENT, SUCH BORROWER SHALL HAVE COMPLIED
WITH SUCH CUSTOMARY PROCEDURES AS ARE ESTABLISHED BY ADMINISTRATIVE AGENT AND
SPECIFIED BY ADMINISTRATIVE AGENT TO LEAD BORROWER FROM TIME TO TIME FOR
REQUESTS BY BORROWERS FOR EURODOLLAR RATE LOANS, (III) NO MORE THAN FIFTEEN (15)
INTEREST PERIODS MAY BE IN EFFECT AT ANY ONE TIME, (IV) THE AMOUNT OF ANY
EURODOLLAR RATE LOAN SHALL BE NOT LESS THAN $1,000,000 AND THE AGGREGATE AMOUNT
OF THE EURODOLLAR RATE LOANS OUTSTANDING AT ANY TIME MUST BE IN AN AMOUNT NOT
LESS THAN $5,000,000, AND (V) ADMINISTRATIVE AGENT AND EACH LENDER SHALL HAVE
DETERMINED THAT THE INTEREST PERIOD OR ADJUSTED EURODOLLAR RATE IS AVAILABLE TO
ADMINISTRATIVE AGENT AND SUCH LENDER AND CAN BE READILY DETERMINED