RESULTING BORROWING (IN WHICH CASE THE INFORMATION TO BE
SPECIFIED PURSUANT TO CLAUSES (III) AND (IV) BELOW SHALL BE SPECIFIED FOR EACH
RESULTING BORROWING);
(II) THE EFFECTIVE DATE OF THE ELECTION MADE PURSUANT TO SUCH INTEREST ELECTION
REQUEST, WHICH SHALL BE A BUSINESS DAY;
(III) WHETHER THE RESULTING BORROWING IS TO BE AN ABR BORROWING OR A EURODOLLAR
BORROWING; AND
(IV) IF THE RESULTING BORROWING IS A EURODOLLAR BORROWING, THE INTEREST PERIOD
TO BE APPLICABLE THERETO AFTER GIVING EFFECT TO SUCH ELECTION, WHICH SHALL BE A
PERIOD CONTEMPLATED BY THE DEFINITION OF "INTEREST PERIOD".
If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Parent Borrower (on behalf of itself or
the applicable Borrower) shall be deemed to have selected an Interest Period of
one month's duration.
(D)
PROMPTLY FOLLOWING RECEIPT OF AN INTEREST ELECTION REQUEST, THE
ADMINISTRATIVE AGENT SHALL ADVISE EACH LENDER OF THE DETAILS THEREOF AND OF SUCH
LENDER'S PORTION OF EACH RESULTING BORROWING.
(E)
IF THE PARENT BORROWER FAILS TO DELIVER A TIMELY INTEREST ELECTION REQUEST
WITH RESPECT TO A EURODOLLAR 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 ADMINISTRATIVE AGENT, AT THE
REQUEST OF THE REQUIRED LENDERS, SO NOTIFIES THE PARENT BORROWER, THEN, SO LONG
AS AN EVENT OF DEFAULT IS CONTINUING (I) NO OUTSTANDING BORROWING MAY BE
CONVERTED TO OR CONTINUED AS A EURODOLLAR BORROWING AND (II) UNLESS REPAID, EACH
EURODOLLAR BORROWING SHALL BE CONVERTED TO AN ABR BORROWING AT THE END OF THE
INTEREST PERIOD APPLICABLE THERETO.
SECTION 2.08.
TERMINATION AND REDUCTION OF COMMITMENTS.
(A)
UNLESS PREVIOUSLY
TERMINATED, THE COMMITMENTS SHALL TERMINATE ON THE MATURITY DATE.
(B)
THE PARENT BORROWER MAY AT ANY TIME TERMINATE, OR FROM TIME TO TIME REDUCE,
THE COMMITMENTS OF ANY CLASS; PROVIDED THAT (I) EACH REDUCTION OF THE
COMMITMENTS OF ANY CLASS SHALL BE IN AN AMOUNT THAT IS AN INTEGRAL MULTIPLE OF
$1,000,000 AND NOT LESS THAN $5,000,000, (II) THE PARENT BORROWER SHALL NOT
TERMINATE OR REDUCE THE COMMITMENTS OF ANY CLASS IF (A) THE TOTAL DOMESTIC A
REVOLVING EXPOSURES WOULD EXCEED THE TOTAL AMOUNT OF THE DOMESTIC
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A Commitments, (B) the total Domestic Revolving B Exposures would exceed the
total amount of the Domestic B Commitments, (C)
the total Canadian Revolving
Exposures would exceed the total amount of the Canadian Commitments, (D) the
total Revolving Exposures would exceed the total amount of the Commitments or
(E) after giving pro forma effect to such reduction, the Availability Amount
would be less than $10,000,000 and (iii) the Parent Borrower shall not terminate
or reduce the Domestic B Commitments if (A) any Domestic A Commitments are still
outstanding or (B) any Canadian Commitments are still outstanding.
In
connection with such termination or reduction, the