LOAN LIMIT AND AFTER GIVING EFFECT TO ANY SUCH PREPAYMENT IN RESPECT
THEREOF, ON A PRO FORMA BASIS USING THE TOTAL BORROWING BASE AS OF THE DATE OF
THE MOST RECENT CALCULATION OF THE TOTAL BORROWING BASE IMMEDIATELY PRIOR TO ANY
SUCH PREPAYMENT, THE EXCESS AVAILABILITY SHALL BE NOT LESS THAN FIFTEEN (15%)
PERCENT OF THE LOAN LIMIT AND (Y) ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
PROJECTIONS REASONABLY SATISFACTORY TO IT FOR THE TWELVE (12) MONTH PERIOD AFTER
THE DATE OF ANY SUCH PREPAYMENT SHOWING, ON A PRO FORMA BASIS AFTER GIVING
EFFECT TO SUCH PREPAYMENT, EXCESS AVAILABILITY AT ALL TIMES DURING SUCH PERIOD
OF NOT LESS THAN FIFTEEN (15%) PERCENT OF THE LOAN LIMIT, AND (4) ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED NOT LESS THAN TEN (10) BUSINESS DAYS PRIOR WRITTEN
NOTICE OF SUCH PROPOSED PREPAYMENT AND SUCH INFORMATION WITH RESPECT THERETO AS
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, INCLUDING THE PROPOSED DATE AND THE
AMOUNT OF SUCH PREPAYMENT,
144
(III)
AT NO TIME SHALL THE AGGREGATE AMOUNT OF THE LOANS (INCLUDING SWING
LINE LOANS) AND THE LETTER OF CREDIT ACCOMMODATIONS OUTSTANDING AT ANY TIME
EXCEED THE AMOUNT THAT WOULD GIVE RISE TO A DEFAULT OR EVENT OF DEFAULT UNDER
THE SENIOR NOTE INDENTURE OR WHICH WOULD GIVE RISE TO THE OBLIGATION OF PARENT
OR ANY OF ITS SUBSIDIARIES TO GRANT A LIEN ON ANY ASSETS TO SECURE THE SENIOR
NOTES
(IV)
BORROWERS AND GUARANTORS SHALL NOT, DIRECTLY OR INDIRECTLY, AMEND,
MODIFY, ALTER OR CHANGE IN ANY MATERIAL RESPECT ANY TERMS OF SUCH INDEBTEDNESS
OR ANY OF THE SENIOR NOTES OR THE SENIOR NOTE INDENTURE OR ANY RELATED
AGREEMENTS, DOCUMENTS AND INSTRUMENTS, EXCEPT
THAT
PARENT MAY, AFTER PRIOR
WRITTEN NOTICE TO ADMINISTRATIVE AGENT, AMEND, MODIFY, ALTER OR CHANGE THE TERMS
THEREOF SO AS TO EXTEND THE MATURITY THEREOF OR DEFER THE TIMING OF ANY PAYMENTS
IN RESPECT THEREOF, OR TO FORGIVE OR CANCEL ANY PORTION OF SUCH INDEBTEDNESS
OTHER THAN PURSUANT TO PAYMENTS THEREOF, OR TO REDUCE THE INTEREST RATE OR ANY
FEES IN CONNECTION THEREWITH, AND
(V)
BORROWERS AND GUARANTORS SHALL FURNISH TO ADMINISTRATIVE AGENT ALL
WRITTEN NOTICES OR DEMANDS IN CONNECTION WITH SUCH INDEBTEDNESS EITHER RECEIVED
BY ANY BORROWER OR GUARANTOR OR ON ITS BEHALF, PROMPTLY AFTER THE RECEIPT
THEREOF, OR SENT BY ANY BORROWER OR GUARANTOR OR ON ITS BEHALF, CONCURRENTLY
WITH THE SENDING THEREOF, AS THE CASE MAY BE;
(M)
GUARANTEES BY ANY BORROWER OF ANY INDEBTEDNESS OF ANY OTHER BORROWER
OTHERWISE PERMITTED TO BE INCURRED UNDER THIS AGREEMENT;
(N)
CONTINGENT INDEBTEDNESS OF ANY BORROWER OR GUARANTOR ARISING PURSUANT TO
A PERFORMANCE, BID OR SURETY BOND IN THE ORDINARY COURSE OF BUSINESS, PROVIDED,
THAT, (I) ADMINISTRATIVE AGENT SHALL HAVE RECEIVED TRUE, CORRECT AND COMPLETE
COPIES OF ALL MATERIAL AGREEMENTS, DOCUMENTS OR INSTRUMENTS EVIDENCING OR
OTHERWISE RELATED TO SUCH INDEBTEDNESS, AS DULY AUTHORIZED, EXECUTED AND
DELIVERED BY THE PARTIES THERETO, AND (II) ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED NOT LESS THAN FIVE (5) DAYS PRIOR WRITTEN NOTICE OF THE INTENTION OF
SUCH BORROWER OR GUARANTOR TO INCUR SUCH INDEBTEDNESS;