does
not specify an Interest Period, then the Borrower Agent shall be deemed to have
selected an Interest Period of one month's duration.
(D)
PROMPTLY FOLLOWING RECEIPT OF AN INTEREST ELECTION REQUEST, THE
AGENT SHALL ADVISE EACH LENDER OF THE DETAILS THEREOF AND OF SUCH LENDER'S
PORTION OF EACH RESULTING BORROWING.
(E)
IF THE BORROWER AGENT FAILS TO DELIVER A TIMELY INTEREST ELECTION
REQUEST WITH RESPECT TO A LIBOR RATE BORROWING PRIOR TO THE END OF THE INTEREST
PERIOD APPLICABLE THERETO, THEN, UNLESS SUCH BORROWING IS REPAID AS PROVIDED
HEREIN, AT THE END OF SUCH INTEREST PERIOD SUCH BORROWING SHALL BE CONVERTED TO
AN ABR BORROWING.
NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF, IF AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING AND THE AGENT, AT THE REQUEST OF THE
REQUIRED LENDERS (OR REQUIRED INCREMENTAL TERM LOAN LENDERS WITH RESPECT TO
OUTSTANDING INCREMENTAL TERM LOANS IF AND TO THE EXTENT SO PROVIDED IN THE
APPLICABLE INCREMENTAL TERM LOAN AMENDMENT), SO NOTIFIES THE BORROWER AGENT,
THEN, SO LONG AS AN EVENT OF DEFAULT IS CONTINUING (I) NO OUTSTANDING BORROWING
WITH RESPECT TO REVOLVING LOANS OR INCREMENTAL TERM LOANS, AS THE CASE MAY BE,
MAY BE CONVERTED TO OR CONTINUED AS A LIBOR RATE BORROWING AND (II) UNLESS
REPAID, EACH LIBOR RATE BORROWING SHALL BE CONVERTED TO AN ABR BORROWING AT THE
END OF THE THEN-CURRENT INTEREST PERIOD APPLICABLE THERETO.
SECTION 2.09.
Termination and Reduction of Revolving Commitments.
(a)
Unless previously terminated, all Revolving Commitments shall terminate on
the Maturity Date.
(B)
UPON DELIVERING THE NOTICE REQUIRED BY SECTION 2.09(D), THE
BORROWER AGENT MAY AT ANY TIME TERMINATE THE REVOLVING COMMITMENTS UPON (I) THE
PAYMENT IN FULL OF ALL OUTSTANDING REVOLVING LOANS, TOGETHER WITH ACCRUED AND
UNPAID INTEREST THEREON, (II) THE CANCELLATION AND RETURN OF ALL OUTSTANDING
LETTERS OF CREDIT (OR ALTERNATIVELY, WITH RESPECT TO EACH SUCH LETTER OF CREDIT,
THE FURNISHING TO THE AGENT OF A CASH DEPOSIT (OR AT THE DISCRETION OF THE AGENT
A BACK UP STANDBY LETTER OF CREDIT REASONABLY SATISFACTORY TO THE AGENT) EQUAL
TO 103% OF THE LC EXPOSURE AS OF SUCH DATE) AND (III) THE PAYMENT IN FULL OF ALL
ACCRUED AND UNPAID FEES AND ALL REIMBURSABLE EXPENSES AND OTHER OBLIGATIONS THEN
DUE, TOGETHER WITH ACCRUED AND UNPAID INTEREST THEREON.
(C)
UPON DELIVERING THE NOTICE REQUIRED BY SECTION 2.09(D), THE
BORROWER AGENT MAY FROM TIME TO TIME REDUCE THE REVOLVING COMMITMENTS; PROVIDED
THAT (I) EACH REDUCTION OF THE REVOLVING 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
BORROWER AGENT SHALL NOT REDUCE THE REVOLVING COMMITMENTS IF, AFTER GIVING
EFFECT TO ANY CONCURRENT PREPAYMENT OF THE REVOLVING LOANS IN ACCORDANCE WITH
SECTION 2.10, THE SUM OF THE REVOLVING EXPOSURES WOULD EXCEED THE LESSER OF THE
TOTAL REVOLVING COMMITMENTS AND THE BORROWING BASE.
(D)
THE BORROWER AGENT SHALL NOTIFY THE AGENT OF ANY ELECTION TO
TERMINATE OR REDUCE THE REVOLVING COMMITMENTS UNDER PARAGRAPH (B) OR (C) OF THIS
SECTION AT LEAST THREE (3) BUSINESS DAYS