ADMINISTRATIVE AGENT TO ANY BANK OR THE BORROWER WITH RESPECT TO ANY AMOUNT
OWING UNDER THIS SUBSECTION 2.10.2 SHALL BE CONCLUSIVE, ABSENT MANIFEST ERROR.
2.11
Limit on Number of LIBOR Loans.
At no time shall there be
Outstanding LIBOR Loans having more than fifteen (15) different Interest
Periods.
22
3.
REPAYMENT OF LOANS.
3.1
Maturity.
The Borrower shall pay on the Maturity Date, and there
shall become absolutely due and payable on the Maturity Date, all of the Loans
Outstanding on such date, together with any and all accrued and unpaid interest
thereon.
The Total Commitment shall terminate on the Maturity Date.
3.2
Mandatory Repayments of Loans.
3.2.1
LOANS IN EXCESS OF COMMITMENT.
IF AT ANY TIME THE SUM OF THE
OUTSTANDING AMOUNT OF THE LOANS EXCEEDS THE TOTAL COMMITMENT, THEN THE BORROWER
SHALL IMMEDIATELY PAY THE AMOUNT OF SUCH EXCESS TO THE ADMINISTRATIVE AGENT FOR
APPLICATION TO THE LOANS.
3.2.2
CHANGE OF CONTROL.
UPON THE OCCURRENCE OF A CHANGE OF CONTROL OR
IMPENDING CHANGE OF CONTROL:
(A)
THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT AND EACH BANK
OF SUCH CHANGE OF CONTROL OR IMPENDING CHANGE OF CONTROL AS PROVIDED IN
SECTION 6.5.4;
(B)
THE COMMITMENTS (BUT NOT THE RIGHT OF THE BORROWER TO CONVERT AND
CONTINUE TYPES OF LOANS UNDER SECTION 2.9) SHALL BE SUSPENDED FOR THE PERIOD
FROM THE DATE OF SUCH NOTICE (OR ANY CHANGE OF CONTROL NOTICE GIVEN BY THE
ADMINISTRATIVE AGENT OR A BANK AS PROVIDED IN SECTION 6.5.4) THROUGH THE LATER
TO OCCUR OF (I) THE CHANGE OF CONTROL DATE OR (II) THE DATE FORTY (40) DAYS
AFTER THE DATE OF SUCH NOTICE FROM THE BORROWER (THE "SUSPENSION PERIOD") AND
NEITHER THE BANKS NOR THE ADMINISTRATIVE AGENT SHALL HAVE ANY OBLIGATIONS TO
MAKE LOANS TO THE BORROWER;
(C)
EACH BANK SHALL HAVE THE RIGHT WITHIN FIFTEEN (15) DAYS AFTER THE
DATE OF SUCH BANK'S RECEIPT OF A CHANGE OF CONTROL NOTICE UNDER CLAUSE (A) ABOVE
TO DEMAND PAYMENT IN FULL OF ITS PRO RATA SHARE OF THE OUTSTANDING PRINCIPAL OF
ALL LOANS, ALL ACCRUED AND UNPAID INTEREST THEREON, AND ANY OTHER AMOUNTS OWING
UNDER THE LOAN DOCUMENTS;
(D)
IN THE EVENT THAT ANY BANK SHALL HAVE MADE A DEMAND UNDER CLAUSE
(C) ABOVE THE BORROWER SHALL PROMPTLY, BUT IN NO EVENT LATER THAN FIVE
(5) BUSINESS DAYS AFTER SUCH DEMAND, DELIVER NOTICE TO EACH BANK (WHICH NOTICE
SHALL IDENTIFY THE BANK MAKING SUCH DEMAND) AND, NOTWITHSTANDING THE PROVISIONS
OF CLAUSE (C) ABOVE, THE RIGHT OF EACH BANK TO DEMAND REPAYMENT SHALL REMAIN IN
EFFECT THROUGH THE FIFTEENTH (15TH) DAY NEXT SUCCEEDING RECEIPT BY SUCH BANK OF
ANY NOTICE REQUIRED TO BE GIVEN PURSUANT TO THIS CLAUSE (D), PROVIDED THAT THE
PROVISIONS OF THIS CLAUSE (D) SHALL ONLY APPLY WITH RESPECT TO DEMANDS GIVEN BY
BANKS PRIOR TO THE EXPIRATION OF THE PERIOD SPECIFIED IN CLAUSE (C); AND
(E)
IN THE EVENT ANY BANK MAKES A DEMAND UNDER CLAUSE (C) OR CLAUSE
(D) ABOVE, THE BORROWER SHALL ON THE LAST DAY OF THE SUSPENSION