Commitments.
(a)
Unless previously terminated, (i) the Term Commitments shall terminate at
5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving
Credit Commitments shall terminate on the Revolving Credit Maturity Date.
(B)
THE BORROWER SHALL HAVE THE RIGHT, UPON ONE BUSINESS DAY'S NOTICE
TO THE ADMINISTRATIVE AGENT, TO TERMINATE OR, FROM TIME TO TIME, REDUCE THE
AMOUNT OF THE REVOLVING CREDIT COMMITMENTS; PROVIDED THAT NO SUCH TERMINATION OR
REDUCTION OF REVOLVING CREDIT COMMITMENTS SHALL BE PERMITTED IF, AFTER GIVING
EFFECT THERETO AND TO ANY REPAYMENTS OF THE LOANS MADE ON THE EFFECTIVE DATE
THEREOF, THE AGGREGATE REVOLVING CREDIT EXPOSURE THEN OUTSTANDING WOULD EXCEED
THE TOTAL REVOLVING CREDIT COMMITMENT THEN IN EFFECT.
(C)
THE BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT
OF THE APPLICABLE REVOLVING LENDERS, ON EACH DATE OF TERMINATION OR REDUCTION OF
THE REVOLVING CREDIT COMMITMENTS, THE COMMITMENT FEE ON THE AMOUNT OF THE
REVOLVING CREDIT COMMITMENTS SO TERMINATED OR REDUCED ACCRUED TO THE DATE OF
SUCH TERMINATION OR REDUCTION.
SECTION 2.12.
Inability to Determine Interest Rate; Unavailability
of Deposits; Inadequacy of Interest Rate. If prior to 11:00 a.m., London time,
two Business Days before the first day of any Interest Period, including an
initial Interest Period, for a requested Eurodollar Borrowing:
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE DETERMINED IN GOOD FAITH
(WHICH DETERMINATION SHALL BE CONCLUSIVE AND BINDING UPON THE BORROWER) THAT, BY
REASON OF CIRCUMSTANCES AFFECTING THE RELEVANT MARKET GENERALLY, ADEQUATE AND
REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING THE ADJUSTED LIBO RATE FOR SUCH
EURODOLLAR BORROWING FOR SUCH INTEREST PERIOD, OR
40
(II)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM A
MAJORITY IN INTEREST OF THE LENDERS OF THE APPLICABLE CLASS THAT THE ADJUSTED
LIBO RATE DETERMINED OR TO BE DETERMINED FOR SUCH INTEREST PERIOD FOR SUCH
EURODOLLAR BORROWING WILL NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO SUCH
LENDERS (AS CONCLUSIVELY CERTIFIED BY SUCH LENDERS) OF MAKING OR MAINTAINING
THEIR AFFECTED LOANS DURING SUCH INTEREST PERIOD,
THEN THE ADMINISTRATIVE AGENT SHALL GIVE TELECOPY OR TELEPHONIC NOTICE THEREOF
TO THE BORROWER AND THE LENDERS BY 12:00 NOON, NEW YORK CITY TIME, ON THE SAME
DAY. THE ADMINISTRATIVE AGENT SHALL GIVE TELECOPY OR TELEPHONIC NOTICE TO THE
BORROWER AND THE LENDERS AS SOON AS PRACTICABLE AFTER THE CIRCUMSTANCES GIVING
RISE TO SUCH NOTICE NO LONGER EXIST, AND UNTIL SUCH NOTICE HAS BEEN GIVEN, ANY
AFFECTED EURODOLLAR LOANS SHALL NOT BE (X) CONVERTED OR CONTINUED PURSUANT TO
SECTION 2.03 OR (Y) MADE PURSUANT TO A BORROWING REQUEST, AND SHALL BE CONTINUED
OR MADE AS AN ABR LOANS, AS THE CASE MAY BE.
SECTION 2.13.
Pro Rata Treatment and Payments. (a)
Each reduction
of the Revolving Credit Commitments of the Revolving Lenders shall be made pro
rata according to the amounts of such Revolving Lenders' Commitment Percentages.
Each payment (including each prepayment) by the Borrower on account of principal
of and interest on Loans which are ABR Loans shall be made pro rata according to
the respective outstanding principal