HAVE THE
RIGHT, AT ANY TIME AND FROM TIME TO TIME AFTER THE CLOSING DATE IN ITS PERMITTED
DISCRETION TO ESTABLISH, MODIFY OR ELIMINATE RESERVES.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE LOAN PARTIES ACKNOWLEDGE THAT IT SHALL BE
WITHIN THE ADMINISTRATIVE AGENT'S PERMITTED DISCRETION TO ESTABLISH AN
AVAILABILITY RESERVE IN AN AMOUNT EQUAL TO TWO (2) MONTHS' RENT FOR ALL OF THE
BORROWERS' LEASED LOCATIONS IN EACH LANDLORD LIEN STATE, OTHER THAN LEASED
LOCATIONS WITH RESPECT TO WHICH THE COLLATERAL AGENT HAS RECEIVED A COLLATERAL
ACCESS AGREEMENT IN FORM REASONABLY SATISFACTORY TO THE COLLATERAL AGENT, UPON
THE EARLIER TO OCCUR OF (A) ANY FAILURE BY A LOAN PARTY TO PAY ANY RENT AS AND
WHEN DUE, (B) ANY DEFAULT OR EVENT OF DEFAULT AND (C) THE FIRST OCCURRENCE OF AN
ACCELERATED BORROWING BASE DELIVERY EVENT.
2.02
BORROWINGS, CONVERSIONS AND
CONTINUATIONS OF COMMITTED LOANS.
(A)
COMMITTED LOANS (OTHER THAN SWING LINE
LOANS) SHALL BE EITHER PRIME RATE LOANS OR LIBO RATE LOANS AS THE LEAD BORROWER
MAY REQUEST SUBJECT TO AND IN ACCORDANCE WITH THIS SECTION 2.02.
ALL SWING LINE
LOANS SHALL BE ONLY PRIME RATE LOANS.
SUBJECT TO THE OTHER PROVISIONS OF THIS
SECTION 2.02, COMMITTED BORROWINGS OF MORE THAN ONE TYPE MAY BE INCURRED AT THE
SAME TIME.
(B)
EACH COMMITTED BORROWING SHALL BE MADE UPON
THE LEAD BORROWER'S IRREVOCABLE (EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.03)
NOTICE TO THE ADMINISTRATIVE AGENT, WHICH MAY BE GIVEN BY TELEPHONE.
EACH SUCH
NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M.
(I) THREE (3) BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ANY BORROWING OF LIBO
RATE LOANS, AND (II) ONE (1) BUSINESS DAY PRIOR TO THE REQUESTED DATE OF ANY
BORROWING OF PRIME RATE LOANS.
EACH TELEPHONIC NOTICE BY THE LEAD BORROWER
PURSUANT TO THIS SECTION 2.02(B) MUST BE CONFIRMED PROMPTLY BY DELIVERY TO THE
ADMINISTRATIVE AGENT OF A WRITTEN COMMITTED LOAN NOTICE, APPROPRIATELY COMPLETED
AND SIGNED BY A RESPONSIBLE OFFICER OF THE LEAD BORROWER.
EACH BORROWING OF
LIBO RATE LOANS SHALL BE IN A PRINCIPAL AMOUNT OF $5,000,000.00 OR A WHOLE
MULTIPLE OF $1,000,000.00 IN EXCESS THEREOF.
EXCEPT AS PROVIDED IN SECTIONS
2.03(C) AND 2.04(C), EACH BORROWING OF PRIME RATE LOANS SHALL BE IN A PRINCIPAL
AMOUNT OF NOT LESS THAN $100,000.00.
EACH COMMITTED LOAN NOTICE (WHETHER
TELEPHONIC OR WRITTEN) SHALL SPECIFY (I) THE REQUESTED DATE OF THE BORROWING
(WHICH SHALL BE A BUSINESS DAY), (II) THE PRINCIPAL AMOUNT OF COMMITTED LOANS TO
BE BORROWED, (III) THE TYPE OF COMMITTED LOANS TO BE BORROWED, AND (IV) IF
APPLICABLE, THE DURATION OF THE INTEREST PERIOD WITH RESPECT THERETO.
IF THE
LEAD BORROWER FAILS TO SPECIFY A TYPE OF COMMITTED LOAN IN A COMMITTED LOAN
NOTICE, THEN THE APPLICABLE COMMITTED LOANS SHALL BE MADE AS PRIME RATE LOANS.
IF THE LEAD BORROWER REQUESTS A BORROWING OF LIBO RATE LOANS IN ANY SUCH
COMMITTED LOAN NOTICE, BUT FAILS TO SPECIFY AN INTEREST PERIOD, IT WILL BE
DEEMED TO HAVE SPECIFIED AN INTEREST PERIOD OF ONE