(II) IN THE CASE OF A BORROWING DENOMINATED
IN A FOREIGN CURRENCY (OR IN DOLLARS BY THE SWISS BORROWER) IN RESPECT OF WHICH
THE APPLICABLE BORROWER SHALL HAVE FAILED TO DELIVER AN
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INTEREST ELECTION REQUEST PRIOR TO THE THIRD (3RD) BUSINESS DAY PRECEDING THE
END OF SUCH INTEREST PERIOD, SUCH BORROWING SHALL AUTOMATICALLY CONTINUE AS A
EUROCURRENCY BORROWING IN THE SAME AGREED CURRENCY WITH AN INTEREST PERIOD OF
ONE MONTH UNLESS SUCH EUROCURRENCY BORROWING IS OR WAS REPAID IN ACCORDANCE WITH
SECTION 2.11.
NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF, IF AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING AND THE ADMINISTRATIVE AGENT, AT THE
REQUEST OF THE REQUIRED LENDERS, SO NOTIFIES THE COMPANY, THEN, SO LONG AS AN
EVENT OF DEFAULT IS CONTINUING (I) NO OUTSTANDING REVOLVING BORROWING BORROWED
BY THE COMPANY MAY BE CONVERTED TO OR CONTINUED AS A EUROCURRENCY BORROWING,
(II) UNLESS REPAID, EACH EUROCURRENCY REVOLVING BORROWING BORROWED BY THE
COMPANY SHALL BE CONVERTED TO AN ABR BORROWING (AND ANY SUCH EUROCURRENCY
REVOLVING BORROWING IN A FOREIGN CURRENCY SHALL BE REDENOMINATED IN DOLLARS AT
THE TIME OF SUCH CONVERSION) AT THE END OF THE INTEREST PERIOD APPLICABLE
THERETO AND (III) UNLESS REPAID, EACH EUROCURRENCY REVOLVING BORROWING BY THE
SWISS BORROWER SHALL AUTOMATICALLY BE CONTINUED AS A EUROCURRENCY BORROWING WITH
AN INTEREST PERIOD OF ONE MONTH.
SECTION 2.09.
TERMINATION AND REDUCTION OF COMMITMENTS.
(A)
UNLESS PREVIOUSLY
TERMINATED, THE COMMITMENTS SHALL TERMINATE ON THE MATURITY DATE.
(B)
THE COMPANY MAY AT ANY TIME TERMINATE, OR FROM TIME TO TIME REDUCE, THE
COMMITMENTS; PROVIDED THAT (I) EACH REDUCTION OF THE COMMITMENTS SHALL BE IN AN
AMOUNT THAT IS AN INTEGRAL MULTIPLE OF $1,000,000 AND NOT LESS THAN $5,000,000
AND (II) THE COMPANY SHALL NOT TERMINATE OR REDUCE THE COMMITMENTS IF, AFTER
GIVING EFFECT TO ANY CONCURRENT PREPAYMENT OF THE LOANS IN ACCORDANCE WITH
SECTION 2.11, THE DOLLAR AMOUNT OF THE SUM OF THE REVOLVING CREDIT EXPOSURES
WOULD EXCEED THE AGGREGATE COMMITMENT.
(C)
THE COMPANY SHALL NOTIFY THE ADMINISTRATIVE AGENT OF ANY ELECTION TO
TERMINATE OR REDUCE THE COMMITMENTS UNDER PARAGRAPH (B) OF THIS SECTION AT LEAST
THREE BUSINESS DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION OR
REDUCTION, SPECIFYING SUCH ELECTION AND THE EFFECTIVE DATE THEREOF.
PROMPTLY
FOLLOWING RECEIPT OF ANY NOTICE, THE ADMINISTRATIVE AGENT SHALL ADVISE THE
LENDERS OF THE CONTENTS THEREOF.
EACH NOTICE DELIVERED BY THE COMPANY PURSUANT
TO THIS SECTION SHALL BE IRREVOCABLE; PROVIDED THAT A NOTICE OF TERMINATION OF
THE COMMITMENTS DELIVERED BY THE COMPANY MAY STATE THAT SUCH NOTICE IS
CONDITIONED UPON THE EFFECTIVENESS OF OTHER CREDIT FACILITIES, IN WHICH CASE
SUCH NOTICE MAY BE REVOKED BY THE COMPANY (BY NOTICE TO THE ADMINISTRATIVE AGENT
ON OR PRIOR TO THE SPECIFIED EFFECTIVE DATE) IF SUCH CONDITION IS NOT
SATISFIED.
ANY TERMINATION OR REDUCTION OF THE COMMITMENTS SHALL BE PERMANENT.
EACH REDUCTION OF THE COMMITMENTS SHALL BE MADE RATABLY AMONG THE LENDERS IN
ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS.
SECTION 2.10.
REPAYMENT OF LOANS; EVIDENCE OF DEBT.
(A) EACH BORROWER HEREBY
UNCONDITIONALLY PROMISES TO PAY