CONTRARY NOTWITHSTANDING, IF AT ANY
TIME, WHETHER AS A RESULT OF THE APPLICATION OF ANY PRESENT OR FUTURE LAW (WHICH
EXPRESSION, AS USED IN THIS AGREEMENT, INCLUDES STATUTES AND RULES AND
REGULATIONS THEREUNDER AND INTERPRETATIONS THEREOF BY ANY COMPETENT COURT OR BY
ANY GOVERNMENTAL BODY OR OFFICIAL CHARGED WITH THE ADMINISTRATION OR THE
INTERPRETATION THEREOF AND REQUESTS, DIRECTIVES, INSTRUCTIONS AND NOTICES AT ANY
TIME OR FROM TIME TO TIME HERETOFORE OR HEREAFTER MADE UPON OR ISSUED TO THE
AGENT, THE ISSUING BANK OR ANY BANK BY ANY CENTRAL BANK OR ANY FISCAL, MONETARY
OR OTHER AUTHORITY, WHETHER OR NOT HAVING THE FORCE OF LAW), CHANGES IN ANY
PRESENT OR FUTURE LAW, SUBSEQUENT TRANSACTIONS BY THE BORROWERS, CHANGES IN THE
RATIO OF INDEBTEDNESS OF THE BORROWERS TO TANGIBLE NET WORTH OR OTHERWISE, THE
AGENT, THE ISSUING BANK OR ANY BANK IS DEEMED TO BE INVOLVED IN A SO-CALLED
"HIGHLY LEVERAGED TRANSACTION" BY VIRTUE OF ITS HAVING EXTENDED OR ITS
MAINTAINING THE LOANS, THEN THE AGENT SHALL NOTIFY THE BORROWERS THEREOF.
THE
AGENT, THE ISSUING BANK OR SUCH BANK AND THE BORROWERS SHALL THEREUPON COMMENCE
NEGOTIATIONS IN GOOD FAITH TO AGREE ON THE EXTENT TO WHICH FEES, INTEREST RATES
AND/OR MARGINS HEREUNDER SHOULD BE INCREASED SO AS TO REFLECT THE AGENT'S, THE
ISSUING BANK'S OR SUCH BANK'S INVOLVEMENT IN A "HIGHLY LEVERAGED TRANSACTION."
IF THE BORROWERS AND THE AGENT, THE ISSUING BANK OR SUCH BANK AGREE ON THE
AMOUNT OF SUCH INCREASE OR INCREASES, THIS AGREEMENT SHALL BE PROMPTLY AMENDED
TO GIVE EFFECT TO SUCH INCREASE OR INCREASES.
IF THE BORROWERS AND THE AGENT,
THE ISSUING BANK OR SUCH BANK FAIL SO TO AGREE WITHIN THIRTY (30) DAYS AFTER THE
DATE ON WHICH THE BORROWERS RECEIVE NOTICE FROM THE AGENT, THE ISSUING BANK OR
SUCH BANK AS PROVIDED ABOVE, THEN THE AGENT, THE ISSUING BANK AND THE BANKS MAY,
AT THEIR OPTION, AT ANY TIME THEREAFTER BY NOTICE TO THE BORROWERS, TERMINATE
THE REVOLVING CREDIT COMMITMENT AND THE SWING LINE COMMITMENT, EFFECTIVE NOT
LESS THAN ONE HUNDRED AND TWENTY (120) DAYS AFTER THE GIVING OF SUCH NOTICE OF
TERMINATION, AND ON THE EFFECTIVE DATE OF SUCH TERMINATION THE COMMITMENT TO
MAKE LOANS AND SWING LINE LOANS AND TO ISSUE LETTERS OF CREDIT HEREUNDER SHALL
TERMINATE AND THE NOTES AND THE SWING LINE NOTE SHALL BECOME DUE AND PAYABLE IN
FULL AND THE OUTSTANDING LETTERS OF CREDIT SHALL TERMINATE.
2.5.11
THE BORROWERS AUTHORIZE THE AGENT AND EACH BANK TO CHARGE TO THE
LOAN ACCOUNT OR, WITHOUT DOUBLE-CHARGING, TO ANY DEPOSIT ACCOUNT WHICH THE
BORROWERS
24
MAY MAINTAIN WITH THE AGENT OR SUCH BANK, THE INTEREST, FEES, CHARGES, TAXES AND
EXPENSES PROVIDED FOR IN THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH.
2.6
SWING LINE COMMITMENT.
SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, CITIZENS (IN SUCH CAPACITY, THE "SWING LINE LENDER") AGREES TO MAKE
AVAILABLE TO THE BORROWERS A PORTION OF THE CREDIT OTHERWISE AVAILABLE TO THE
BORROWERS HEREUNDER FROM TIME TO TIME PRIOR TO THE REVOLVING LOAN MATURITY