TYPE ON ANY BUSINESS DAY (WHICH, IN THE CASE OF A
CONVERSION OF AN OUTSTANDING LIBOR LOAN SHALL BE THE LAST DAY OF THE INTEREST
PERIOD APPLICABLE TO SUCH LIBOR LOAN).
THE BORROWERS SHALL GIVE THE
ADMINISTRATIVE AGENT PRIOR NOTICE OF EACH SUCH CONVERSION (WHICH NOTICE SHALL BE
EFFECTIVE UPON RECEIPT) IN ACCORDANCE WITH SECTION 2.3.
NOTWITHSTANDING THE
FOREGOING, THE BORROWERS MAY NOT CONVERT ANY LOAN INTO A LIBOR LOAN OR CONTINUE
A LIBOR LOAN IF THERE IS A CONTINUING DEFAULT.
(E)
TERMINATION OR REDUCTION OF COMMITMENTS.
(I)
THE TOTAL REVOLVING CREDIT COMMITMENT SHALL TERMINATE ON THE
MATURITY DATE.
(II)
THE TOTAL TERM LOAN COMMITMENT SHALL BE REDUCED UPON AND BY THE
AMOUNT OF EACH MANDATORY OR OPTIONAL PAYMENT OR PREPAYMENT OF THE TERM LOAN.
(III)
THE BORROWERS SHALL HAVE THE RIGHT AT ANY TIME AND FROM TIME TO
TIME UPON FIVE (5) BUSINESS DAYS' PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE
AGENT TO REDUCE BY $100,000, AND IN INTEGRAL MULTIPLES OF $50,000 IF IN EXCESS
THEREOF, THE TOTAL REVOLVING CREDIT COMMITMENT OR TO TERMINATE ENTIRELY THE
LENDERS' COMMITMENTS TO MAKE REVOLVING CREDIT LOANS HEREUNDER, WHEREUPON THE
REVOLVING CREDIT COMMITMENTS OF THE LENDERS SHALL BE REDUCED PRO RATA IN
ACCORDANCE WITH THEIR RESPECTIVE APPLICABLE PERCENTAGES BY THE AGGREGATE AMOUNT
SPECIFIED IN SUCH NOTICE OR SHALL, AS THE CASE MAY BE, BE TERMINATED ENTIRELY.
(IV)
ANY MANDATORY PAYMENT OF REVOLVING CREDIT LOANS MADE PURSUANT TO
THE PROVISIONS OF SECTION 2.8(B) SHALL PERMANENTLY REDUCE THE TOTAL REVOLVING
CREDIT COMMITMENT (ALLOCATED RATABLY TO EACH LENDER BASED ON EACH LENDER'S
REVOLVING CREDIT COMMITMENT) BY THE AMOUNT OF SUCH PAYMENT.
(V)
IF, AS A RESULT OF ANY SUCH REDUCTION OF THE TOTAL REVOLVING
CREDIT COMMITMENT, THE LC EXPOSURE AT THE TIME WOULD EXCEED THE TOTAL REVOLVING
CREDIT COMMITMENT OR THE AMOUNT OF LETTERS OF CREDIT PERMITTED TO BE OUTSTANDING
UNDER SECTIONS 2.1(A) AND 3.1(A), THE BORROWERS SHALL, IN CONNECTION WITH ANY
SUCH REDUCTION, DEPOSIT WITH AND PLEDGE TO THE ADMINISTRATIVE AGENT FOR THE
BENEFIT OF THE LENDERS AND THE LC ISSUER CASH IN AN AMOUNT EQUAL TO 105% OF SUCH
EXCESS.
IF ANY LETTERS OF CREDIT WOULD REMAIN OUTSTANDING AFTER THE EFFECTIVE
DATE OF ANY SUCH TERMINATION OF THE TOTAL REVOLVING CREDIT COMMITMENT, IN
ADDITION TO SATISFACTION OF ALL OTHER APPLICABLE TERMS AND CONDITIONS OF THIS
AGREEMENT, THE BORROWERS SHALL DEPOSIT WITH AND PLEDGE TO THE ADMINISTRATIVE
AGENT FOR THE BENEFIT OF THE LENDERS AND THE LC ISSUER CASH IN AN AMOUNT EQUAL
TO 105% OF THE MAXIMUM DRAWING AMOUNT OF UNDER ALL LETTERS OF CREDIT AT THE
EFFECTIVE DATE OF SUCH TERMINATION.
(VI)
NO SUCH REDUCTION OR TERMINATION OF ANY COMMITMENT MAY BE
REINSTATED.
27
2.2
THE NOTES.
(A)
THE REVOLVING CREDIT LOANS SHALL BE EVIDENCED BY A SEPARATE
PROMISSORY NOTE FOR EACH REVOLVING CREDIT LENDER, EACH SUCH NOTE TO BE IN
SUBSTANTIALLY THE FORM OF EXHIBIT A-1 HERETO, DATED AS OF THE CLOSING DATE AND
COMPLETED WITH APPROPRIATE INSERTIONS (EACH SUCH NOTE BEING REFERRED TO HEREIN
AS A "REVOLVING CREDIT NOTE" AND COLLECTIVELY