shall be deemed to have selected
an Interest Period of one month's duration.
(D)
IF BORROWER FAILS TO DELIVER A TIMELY
INTEREST ELECTION REQUEST WITH RESPECT TO A EURODOLLAR REVOLVING 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 CB FLOATING RATE BORROWING.
NOTWITHSTANDING
ANY CONTRARY PROVISION HEREOF, IF AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING AND LENDER SO NOTIFIES BORROWER, THEN, SO LONG AS AN EVENT OF DEFAULT
IS CONTINUING (I) NO OUTSTANDING REVOLVING BORROWING MAY BE CONVERTED TO OR
CONTINUED AS A EURODOLLAR BORROWING AND (II) UNLESS REPAID, EACH EURODOLLAR
REVOLVING BORROWING SHALL BE CONVERTED TO AN CB FLOATING RATE BORROWING AT THE
END OF THE INTEREST PERIOD APPLICABLE THERETO.
SECTION 2.08.
Voluntary Reduction or Termination of Commitment.
(a)
Unless
previously terminated, the Revolving Commitment shall terminate on the Maturity
Date.
(B)
BORROWER MAY AT ANY TIME TERMINATE THE
REVOLVING COMMITMENT UPON (I) THE PAYMENT IN FULL OF ALL OUTSTANDING LOANS,
TOGETHER WITH ACCRUED AND UNPAID INTEREST THEREON AND ON ANY LETTERS OF CREDIT,
(II) THE CANCELLATION AND RETURN OF ALL OUTSTANDING LETTERS OF CREDIT (OR
ALTERNATIVELY, WITH RESPECT TO EACH SUCH LETTER OF CREDIT, THE FURNISHING TO
LENDER OF A CASH DEPOSIT EQUAL TO 105% OF THE LC EXPOSURE AS OF SUCH DATE),
(III) THE PAYMENT IN FULL OF THE ACCRUED AND UNPAID FEES, AND (IV) THE PAYMENT
IN FULL OF ALL REIMBURSABLE EXPENSES AND OTHER OBLIGATIONS TOGETHER WITH ACCRUED
AND UNPAID INTEREST THEREON.
(C)
BORROWER SHALL NOTIFY LENDER OF ANY
ELECTION TO TERMINATE THE REVOLVING COMMITMENT UNDER PARAGRAPH (B)
OF THIS
SECTION AT LEAST FIVE BUSINESS DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH
TERMINATION, SPECIFYING SUCH ELECTION AND THE EFFECTIVE DATE THEREOF.
EACH
NOTICE DELIVERED BY BORROWER PURSUANT TO THIS SECTION SHALL BE IRREVOCABLE;
PROVIDED THAT A NOTICE OF TERMINATION OF THE REVOLVING COMMITMENT DELIVERED BY
BORROWER MAY STATE THAT SUCH NOTICE IS
27
CONDITIONED UPON THE EFFECTIVENESS OF OTHER CREDIT FACILITIES, IN WHICH CASE
SUCH NOTICE MAY BE REVOKED BY BORROWER (BY NOTICE TO LENDER ON OR PRIOR TO THE
SPECIFIED EFFECTIVE DATE) IF SUCH CONDITION IS NOT SATISFIED.
ANY TERMINATION
OF THE REVOLVING COMMITMENT SHALL BE PERMANENT.
(D)
BORROWER MAY PERMANENTLY REDUCE THE
REVOLVING COMMITMENT, UPON AT LEAST 5 DAYS' PRIOR WRITTEN NOTICE TO LENDER,
WHICH NOTICE SHALL SPECIFY THE AMOUNT OF THE REDUCTION AND SHALL BE IRREVOCABLE
ONCE GIVEN.
EACH REDUCTION SHALL BE IN A MINIMUM AMOUNT OF $500,000, OR AN
INCREMENT OF $100,000 IN EXCESS THEREOF.
BORROWER MAY NOT REDUCE THE REVOLVING
COMMITMENT TO LESS THAN $5,000,000.
SECTION 2.09.
Repayment and Amortization of Loans; Evidence of Debt.
(a) Borrower hereby unconditionally promises to pay (i) to Lender for its
account the then unpaid principal amount of each Revolving Loan on the Maturity
Date, and (ii) to Lender the then unpaid amount of each Protective Advance on
the earlier of the Maturity Date and