THE LOAN DOCUMENTS OR OTHERWISE, OR AS ADEQUATE PROTECTION OF A
DEPOSIT TREATED AS CASH COLLATERAL UNDER THE BANKRUPTCY CODE, RECEIVE PAYMENT OR
REDUCTION OF A PROPORTION OF THE AGGREGATE AMOUNT OF PRINCIPAL, INTEREST, FEES
AND OTHER AMOUNTS THEN DUE AND OWING TO SUCH LENDER HEREUNDER OR UNDER THE OTHER
LOAN DOCUMENTS (COLLECTIVELY, THE "AGGREGATE AMOUNTS DUE" TO SUCH LENDER) WHICH
IS GREATER THAN THE PROPORTION RECEIVED BY ANY OTHER LENDER IN RESPECT OF THE
AGGREGATE AMOUNTS DUE TO SUCH OTHER LENDER, THEN THE LENDER RECEIVING SUCH
PROPORTIONATELY GREATER PAYMENT SHALL (A) NOTIFY ADMINISTRATIVE AGENT AND EACH
OTHER LENDER OF THE RECEIPT OF SUCH PAYMENT AND (B) APPLY A PORTION OF SUCH
PAYMENT TO PURCHASE PARTICIPATIONS (WHICH IT SHALL BE DEEMED TO HAVE PURCHASED
FROM EACH SELLER OF A PARTICIPATION SIMULTANEOUSLY UPON THE RECEIPT BY SUCH
SELLER OF ITS PORTION OF SUCH PAYMENT) IN THE AGGREGATE AMOUNTS DUE TO THE OTHER
LENDERS SO THAT ALL SUCH RECOVERIES OF AGGREGATE AMOUNTS DUE SHALL BE SHARED BY
ALL LENDERS IN PROPORTION TO THE AGGREGATE AMOUNTS DUE TO THEM; PROVIDED, IF ALL
OR PART OF SUCH PROPORTIONATELY GREATER PAYMENT RECEIVED BY SUCH PURCHASING
LENDER IS THEREAFTER RECOVERED FROM SUCH LENDER UPON THE BANKRUPTCY OR
REORGANIZATION OF THE BORROWER OR OTHERWISE, THOSE PURCHASES SHALL BE RESCINDED
AND THE PURCHASE PRICES PAID FOR SUCH PARTICIPATIONS SHALL BE RETURNED TO SUCH
PURCHASING LENDER RATABLY TO THE EXTENT OF SUCH RECOVERY, BUT WITHOUT INTEREST.
EACH CREDIT PARTY EXPRESSLY CONSENTS TO THE FOREGOING ARRANGEMENT AND AGREES
THAT ANY HOLDER OF A PARTICIPATION SO PURCHASED MAY EXERCISE ANY AND ALL RIGHTS
OF BANKER'S LIEN, SETOFF OR COUNTERCLAIM WITH RESPECT TO ANY AND ALL MONIES
OWING BY ANY OF THE CREDIT PARTIES TO THAT HOLDER WITH RESPECT THERETO AS FULLY
AS IF THAT HOLDER WERE OWED THE AMOUNT OF THE PARTICIPATION HELD BY THAT HOLDER.
36
SECTION 2.15.
CONVERSION AND CONTINUATION OF TERM LOANS.
(A)
SUBJECT TO ARTICLE VII AND SO LONG AS NO
DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND THEN BE CONTINUING, THE
BORROWER SHALL HAVE THE OPTION
(I)
TO CONVERT AT ANY TIME ALL OR ANY PART
OF ANY TERM LOAN EQUAL TO $1,000,000 AND INTEGRAL MULTIPLES OF $500,000 IN
EXCESS OF THAT AMOUNT FROM BASE RATE LOANS TO LIBOR LOANS OR FROM LIBOR LOANS TO
BASE RATE LOANS; PROVIDED, A LIBOR LOAN MAY ONLY BE CONVERTED ON THE EXPIRATION
OF THE INTEREST PERIOD APPLICABLE TO SUCH LIBOR LOAN UNLESS THE BORROWER SHALL
PAY ALL AMOUNTS DUE UNDER SECTION 7.5 IN CONNECTION WITH ANY SUCH CONVERSION; OR
(II)
UPON THE EXPIRATION OF ANY INTEREST PERIOD
APPLICABLE TO ANY LIBOR LOAN, TO CONTINUE ALL OR ANY PORTION OF SUCH LOAN EQUAL
TO $1,000,000 AND INTEGRAL MULTIPLES OF $500,000 IN EXCESS OF THAT AMOUNT AS A
LIBOR LOAN.
(B)
THE BORROWER SHALL DELIVER A
CONVERSION/CONTINUATION NOTICE TO ADMINISTRATIVE AGENT NO LATER THAN 10:00 A.M.
(NEW YORK CITY TIME) AT LEAST ONE BUSINESS DAY IN ADVANCE OF THE PROPOSED
CONVERSION DATE (IN THE CASE OF A CONVERSION