ANY ONE TIME OUTSTANDING WHICH, WHEN ADDED TO SUCH LENDER'S
PRO RATA SHARE OF THE SUM OF THE LC OBLIGATIONS THEN OUTSTANDING AND THE
AGGREGATE PRINCIPAL AMOUNT OF THE SWINGLINE LOANS THEN OUTSTANDING, DOES NOT
EXCEED THE AMOUNT OF SUCH LENDER'S COMMITMENT.
THE LOANS MAY BE REPAID AND
REBORROWED AS PROVIDED HEREIN.
IN NO EVENT SHALL LENDERS HAVE ANY OBLIGATION TO
HONOR A REQUEST FOR A LOAN IF THE UNPAID BALANCE OF LOANS OUTSTANDING AT SUCH
TIME (INCLUDING THE REQUESTED LOAN) WOULD EXCEED THE BORROWING BASE.
35
2.1.2
REVOLVER NOTES.
THE LOANS MADE BY EACH LENDER AND INTEREST
ACCRUING THEREON SHALL BE EVIDENCED BY THE RECORDS OF AGENT AND SUCH LENDER.
AT
THE REQUEST OF ANY LENDER, BORROWERS SHALL DELIVER A REVOLVER NOTE TO SUCH
LENDER.
2.1.3
USE OF PROCEEDS.
THE PROCEEDS OF LOANS SHALL BE USED BY BORROWERS
SOLELY (A) TO SATISFY EXISTING DEBT; (B) TO PAY FEES AND TRANSACTION EXPENSES
ASSOCIATED WITH THE CLOSING OF THIS CREDIT FACILITY; (C) TO PAY OBLIGATIONS IN
ACCORDANCE WITH THIS AGREEMENT; AND (D) FOR WORKING CAPITAL AND OTHER LAWFUL
CORPORATE PURPOSES OF BORROWERS (INCLUDING ANY TRANSACTION PERMITTED BY THIS
AGREEMENT).
2.1.4
VOLUNTARY REDUCTION OR TERMINATION OF COMMITMENTS.
THE COMMITMENTS
SHALL TERMINATE ON THE REVOLVER TERMINATION DATE, UNLESS SOONER TERMINATED IN
ACCORDANCE WITH THIS AGREEMENT.
UPON AT LEAST 10 DAYS (OR SUCH SHORTER PERIOD
AS MAY BE AGREED TO IN WRITING BY AGENT IN ITS DISCRETION) PRIOR WRITTEN NOTICE
TO AGENT AT ANY TIME, BORROWER AGENT MAY, AT ITS OPTION, TERMINATE THE
COMMITMENTS AND THIS CREDIT FACILITY OR PERMANENTLY REDUCE THE COMMITMENTS, ON A
PRO RATA BASIS FOR EACH LENDER IN A MINIMUM AMOUNT OF $25,000,000, OR AN
INCREMENT OF $1,000,000 IN EXCESS THEREOF; PROVIDED THAT NO SUCH REDUCTION IN
COMMITMENTS SHALL REDUCE THE AGGREGATE AMOUNT OF THE COMMITMENTS TO LESS THAN
$100,000,000.
ANY NOTICE OF TERMINATION OR REDUCTION GIVEN BY BORROWER AGENT
SHALL BE IRREVOCABLE; PROVIDED THAT A NOTICE OF TERMINATION OF THE COMMITMENTS
DELIVERED BY BORROWER AGENT MAY STATE THAT SUCH NOTICE IS CONDITIONED UPON THE
EFFECTIVENESS OF OTHER CREDIT FACILITIES OR OTHER FINANCING TRANSACTION, IN
WHICH CASE SUCH NOTICE MAY BE REVOKED BY BORROWER AGENT (BY NOTICE TO AGENT ON
OR PRIOR TO THE SPECIFIED TERMINATION DATE) IF SUCH CONDITION IS NOT SATISFIED.
ON THE REVOLVER TERMINATION DATE, BORROWERS SHALL MAKE FULL PAYMENT OF ALL
OBLIGATIONS.
2.1.5
OVERADVANCES.
IF THE AGGREGATE LOANS AND LC OBLIGATIONS EXCEED THE
BORROWING BASE ("OVERADVANCE") OR THE AGGREGATE COMMITMENTS AT ANY TIME, THE
EXCESS AMOUNT SHALL BE PAYABLE BY BORROWERS ON DEMAND BY AGENT, BUT ALL SUCH
LOANS SHALL NEVERTHELESS CONSTITUTE OBLIGATIONS SECURED BY THE COLLATERAL AND
ENTITLED TO ALL BENEFITS OF THE LOAN DOCUMENTS.
UNLESS ITS AUTHORITY HAS BEEN
REVOKED IN WRITING BY REQUIRED LENDERS, AGENT MAY REQUIRE LENDERS TO HONOR
REQUESTS FOR OVERADVANCE LOANS AND TO FORBEAR FROM REQUIRING BORROWERS TO CURE
AN OVERADVANCE, (A) WHEN NO OTHER EVENT OF DEFAULT IS KNOWN TO AGENT, AS LONG AS
(I) THE OVERADVANCE DOES NOT CONTINUE FOR MORE THAN 30 CONSECUTIVE DAYS (AND NO