SUCH NOTICE
WITH RESPECT TO ANY CONVERSION TO OR CONTINUATION AS A EURODOLLAR RATE
BORROWING, THE BORROWER SHALL BE DEEMED TO HAVE SELECTED AN INTEREST PERIOD OF
ONE (1) MONTH'S DURATION.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY ADVISE THE
OTHER BANKS OF ANY NOTICE
20
GIVEN PURSUANT TO SECTION 2.04(A) AND OF EACH BANK'S PORTION OF ANY CONVERTED OR
CONTINUED BORROWING.
IF THE BORROWER SHALL NOT HAVE GIVEN NOTICE IN ACCORDANCE
WITH SECTION 2.04(A) TO CONTINUE ANY EURODOLLAR RATE BORROWING INTO A SUBSEQUENT
INTEREST PERIOD (AND SHALL NOT OTHERWISE HAVE GIVEN NOTICE IN ACCORDANCE WITH
SECTION 2.04(A) TO CONVERT SUCH EURODOLLAR RATE BORROWING), SUCH EURODOLLAR RATE
BORROWING SHALL, AT THE END OF THE INTEREST PERIOD APPLICABLE THERETO (UNLESS
REPAID PURSUANT TO THE TERMS HEREOF), AUTOMATICALLY BE CONTINUED FOR A NEW
INTEREST PERIOD AS A BASE RATE BORROWING.
SECTION 2.05.OPTIONAL TERMINATION AND REDUCTION OF THE COMMITMENTS.
THE
BORROWER SHALL HAVE THE RIGHT, UPON AT LEAST THREE (3) BUSINESS DAYS' NOTICE TO
THE ADMINISTRATIVE AGENT, TO TERMINATE IN WHOLE OR REDUCE IN PART THE UNUSED
PORTIONS OF THE TOTAL COMMITMENT OF THE BANKS, PROVIDED THAT (A) EACH PARTIAL
REDUCTION SHALL BE IN THE AGGREGATE AMOUNT OF AT LEAST $10,000,000 AND IN AN
INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF, (B) THE AGGREGATE AMOUNT OF
THE COMMITMENTS OF THE BANKS SHALL NOT BE REDUCED TO AN AMOUNT WHICH IS LESS
THAN THE AGGREGATE PRINCIPAL AMOUNT OF THE ADVANCES THEN OUTSTANDING, AND (C) NO
NOTICE OF BORROWING HAS BEEN DELIVERED AND IS IN EFFECT THAT WOULD RESULT IN
ADVANCES BEING OUTSTANDING IN AN AGGREGATE AMOUNT IN EXCESS OF THE TOTAL
COMMITMENT THEREAFTER.
SUCH NOTICE SHALL SPECIFY THE DATE AND THE AMOUNT OF THE
REDUCTION OR TERMINATION OF THE TOTAL COMMITMENT.
ANY SUCH REDUCTION OR
TERMINATION OF THE TOTAL COMMITMENT SHALL BE MADE RATABLY AMONG THE BANKS IN
ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS AND SHALL BE PERMANENT.
SIMULTANEOUSLY WITH ANY TERMINATION OF THE TOTAL COMMITMENT, THE BORROWER SHALL
PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNTS OF THE BANKS THE ACCRUED AND
UNPAID FACILITY FEE AS SET FORTH IN SECTION 2.09(A).
SECTION 2.06.REPAYMENT AND PREPAYMENT OF ADVANCES; NOTES. (A)
THE BORROWER
AGREES TO REPAY THE ADVANCES IN FULL ON THE TERMINATION DATE.
(B)
THE BORROWER MAY, UPON AT LEAST ONE (1) BUSINESS DAY'S NOTICE IN RESPECT OF
BASE RATE ADVANCES, AND, IN RESPECT OF EURODOLLAR RATE ADVANCES, UPON AT LEAST
THREE (3) BUSINESS DAYS' NOTICE, TO THE ADMINISTRATIVE AGENT STATING THE
PROPOSED DATE (WHICH SHALL BE A BUSINESS DAY) AND AGGREGATE PRINCIPAL AMOUNT OF
THE PREPAYMENT, AND IF SUCH NOTICE IS GIVEN THE BORROWER SHALL, PREPAY THE
OUTSTANDING PRINCIPAL AMOUNTS OF THE ADVANCES COMPRISING PART OF THE SAME
BORROWING IN WHOLE OR RATABLY IN PART, TOGETHER WITH ACCRUED INTEREST TO THE
DATE OF SUCH PREPAYMENT ON THE PRINCIPAL AMOUNT PREPAID AND AMOUNTS, IF ANY,
REQUIRED TO BE PAID PURSUANT TO SECTION 2.11 AS A RESULT OF SUCH PREPAYMENT,
PROVIDED, HOWEVER, THAT EACH PARTIAL PREPAYMENT PURSUANT TO THIS
SECTION 2.06(B) SHALL BE IN AN AGGREGATE PRINCIPAL