COMMITMENT PERCENTAGE OF THE REVOLVING CREDIT
COMMITMENT; PROVIDED, THAT THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF REVOLVING
LOANS OUTSTANDING AT ANY TIME (AFTER GIVING EFFECT TO ALL AMOUNTS REQUESTED)
PLUS THE OUTSTANDING L/C OBLIGATIONS AND THE OUTSTANDING SWING LINE LOANS SHALL
NOT EXCEED THE AGGREGATE REVOLVING CREDIT COMMITMENTS OF THE BANKS OR THE
REVOLVING LOAN MAXIMUM AMOUNT; AND PROVIDED, FURTHER, THAT AT THE TIME THE
BORROWERS REQUEST A REVOLVING LOAN AND AFTER GIVING EFFECT TO THE MAKING
THEREOF, THERE IS NOT CONTINUING ANY EVENT OF DEFAULT OR ANY EVENT WHICH, WITH
THE GIVING OF NOTICE OR THE PASSAGE OF TIME, OR BOTH, WOULD CONSTITUTE AN EVENT
OF DEFAULT.
THE REVOLVING LOANS SHALL BE MADE PRO RATA IN ACCORDANCE WITH EACH
BANK'S COMMITMENT PERCENTAGE.
IF AT ANY TIME THE AGGREGATE PRINCIPAL AMOUNT OF
ALL LOANS THEN OUTSTANDING PLUS THE OUTSTANDING L/C OBLIGATIONS AND THE
OUTSTANDING SWING LINE LOANS EXCEEDS THE REVOLVING CREDIT COMMITMENTS, THEN THE
BORROWERS SHALL, UPON DEMAND BY THE AGENT, PLEDGE, ASSIGN AND TRANSFER TO THE
AGENT FOR THE RESPECTIVE ACCOUNTS OF THE BANKS, CASH COLLATERAL IN THE AMOUNT OF
SUCH EXCESS OR REPAY THE AMOUNT OF SUCH EXCESS BY PREPAYING LOANS THEN
OUTSTANDING.
ANY SUCH PREPAYMENTS OF LIBOR RATE LOANS SHALL BE ACCOMPANIED BY
ANY AMOUNTS REQUIRED TO BE PAID PURSUANT TO SECTION 2.5.5(V).
FAILURE TO
PLEDGE, ASSIGN AND TRANSFER SUCH COLLATERAL OR MAKE SUCH PAYMENT WITHIN TWO
(2) DAYS AFTER DEMAND THEREFOR SHALL BE AN EVENT OF DEFAULT HEREUNDER.
2.1.2
ALL REQUESTS FOR REVOLVING LOANS SHALL BE IN SUCH FORM AND SHALL BE
MADE IN SUCH MANNER AS IS CONSISTENT WITH THE AGENT'S CUSTOMARY PRACTICES.
THE
14
REVOLVING LOANS SHALL BE EVIDENCED BY SEPARATE REVOLVING CREDIT NOTES OF THE
BORROWERS TO EACH BANK SUBSTANTIALLY IN THE FORM OF EXHIBIT A-1 ATTACHED HERETO
(COLLECTIVELY, THE "NOTES"), WITH APPROPRIATE INSERTIONS.
2.1.3
EACH BANK AND THE AGENT SHALL, AND IS HEREBY IRREVOCABLY AUTHORIZED
BY THE BORROWERS TO, ENTER ON THE SCHEDULE FORMING A PART OF THE RESPECTIVE
NOTES OR OTHERWISE IN ITS RECORDS APPROPRIATE NOTATIONS EVIDENCING THE DATE AND
THE AMOUNT OF EACH LOAN AND LETTER OF CREDIT AND, AS APPLICABLE, THE INTEREST
RATE APPLICABLE THERETO AND THE DATE AND AMOUNT OF EACH PAYMENT OF PRINCIPAL
MADE BY THE BORROWERS WITH RESPECT THERETO; AND IN THE ABSENCE OF MANIFEST
ERROR, SUCH NOTATIONS SHALL CONSTITUTE CONCLUSIVE EVIDENCE THEREOF.
EACH BANK
AND THE AGENT IS HEREBY IRREVOCABLY AUTHORIZED BY THE BORROWERS TO ATTACH TO AND
MAKE A PART OF THE NOTES A CONTINUATION OF ANY SUCH SCHEDULE AS AND WHEN
REQUIRED.
NO FAILURE ON THE PART OF ANY BANK OR THE AGENT TO MAKE ANY
ENDORSEMENT OF A NOTATION AS PROVIDED IN THIS SECTION 2.1.3 SHALL IN ANY WAY
AFFECT ANY LOAN, OR THE RIGHTS OR OBLIGATIONS OF THE AGENT, THE BANKS OR THE
BORROWERS WITH RESPECT THERETO.
2.2
LOAN ACCOUNT.
THE AGENT SHALL ENTER REVOLVING LOANS AS DEBITS IN
THE LOAN ACCOUNT.
THE AGENT SHALL ALSO RECORD IN THE LOAN ACCOUNT ALL PAYMENTS
MADE BY THE BORROWERS ON ACCOUNT OF REVOLVING