PERIOD FOR A
LOAN, TO WHICH A LIBOR RATE APPLIES, RESPECTIVELY, ARE NOT AVAILABLE TO SUCH
LENDER, OR TO BANKS GENERALLY, IN THE INTERBANK EURODOLLAR MARKET.
46
(C)
IN THE CASE OF ANY EVENT SPECIFIED IN
SUBSECTION 2.13(A) ABOVE, THE ADMINISTRATIVE AGENT SHALL PROMPTLY SO NOTIFY THE
LENDERS AND THE BORROWERS THEREOF, AND IN THE CASE OF AN EVENT SPECIFIED IN
SUBSECTION 2.13(B) ABOVE, SUCH LENDER(S) SHALL PROMPTLY SO NOTIFY THE
ADMINISTRATIVE AGENT AND ENDORSE A CERTIFICATE TO SUCH NOTICE AS TO THE SPECIFIC
CIRCUMSTANCES OF SUCH NOTICE, AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY SEND
COPIES OF SUCH NOTICE AND CERTIFICATE TO THE OTHER LENDERS AND THE BORROWERS.
UPON SUCH DATE AS SHALL BE SPECIFIED IN SUCH NOTICE (WHICH SHALL NOT BE EARLIER
THAN THE DATE SUCH NOTICE IS GIVEN), THE OBLIGATION OF (A) THE LENDERS, IN THE
CASE OF SUCH NOTICE GIVEN BY THE ADMINISTRATIVE AGENT, OR (B) SUCH LENDER(S), IN
THE CASE OF SUCH NOTICE GIVEN BY SUCH LENDER(S), TO ALLOW THE BORROWERS TO
SELECT, CONVERT TO OR RENEW A LIBOR RATE OR SELECT AN OPTIONAL CURRENCY (AS
APPLICABLE) SHALL BE SUSPENDED UNTIL THE ADMINISTRATIVE AGENT SHALL HAVE LATER
NOTIFIED THE BORROWERS, OR SUCH LENDER(S) SHALL HAVE LATER NOTIFIED THE
ADMINISTRATIVE AGENT, OF THE ADMINISTRATIVE AGENT'S OR SUCH LENDER(S)', AS THE
CASE MAY BE, DETERMINATION THAT THE CIRCUMSTANCES GIVING RISE TO SUCH PREVIOUS
DETERMINATION NO LONGER EXIST.
IF AT ANY TIME THE ADMINISTRATIVE AGENT MAKES A
DETERMINATION UNDER SUBSECTION 2.13(A) AND THE BORROWERS HAVE PREVIOUSLY
NOTIFIED THE ADMINISTRATIVE AGENT OF THEIR SELECTION OF, CONVERSION TO OR
RENEWAL OF A LIBOR RATE AND SUCH INTEREST RATE HAS NOT YET GONE INTO EFFECT,
SUCH NOTIFICATION SHALL BE DEEMED TO PROVIDE FOR SELECTION OF, CONVERSION TO OR
RENEWAL OF A BASE RATE LOAN TO THE EXTENT PERMITTED HEREUNDER.
IF ANY LENDER
NOTIFIES THE ADMINISTRATIVE AGENT OF A DETERMINATION UNDER SUBSECTION 2.13(B),
THE BORROWERS SHALL, SUBJECT TO THE BORROWERS' INDEMNIFICATION OBLIGATIONS UNDER
SUBSECTION 2.18, AS TO ANY LOAN OF THE LENDER TO WHICH A LIBOR RATE APPLIES, ON
THE DATE SPECIFIED IN SUCH NOTICE EITHER (I) AS APPLICABLE, CONVERT SUCH LOAN
(IF NOT DENOMINATED IN AN OPTIONAL CURRENCY) TO THE BASE RATE OR SELECT A
DIFFERENT OPTIONAL CURRENCY OR DOLLARS, OR (II) PREPAY SUCH LOAN IN ACCORDANCE
WITH SECTION 2.15.
ABSENT DUE NOTICE FROM THE BORROWERS OF CONVERSION OR
PREPAYMENT, SUCH LOAN SHALL AUTOMATICALLY BE CONVERTED TO THE BASE RATE UPON
SUCH SPECIFIED DATE UNLESS SUCH LOAN IS IN AN OPTIONAL CURRENCY IN WHICH CASE
SUCH LOAN SHALL BE PREPAID.
2.14
Termination, Reduction and Increase of
Commitments.
(A)
THE COMMITMENTS AND THE SWING LINE
COMMITMENT SHALL BE AUTOMATICALLY TERMINATED ON THE TERMINATION DATE WHEREUPON
ALL REVOLVER LOANS AND SWING LINE LOANS AND ACCRUED INTEREST THEREON SHALL
BECOME DUE AND PAYABLE.
(B)
UPON AT LEAST FIVE (5) BUSINESS DAYS' PRIOR
IRREVOCABLE WRITTEN (INCLUDING FACSIMILE) NOTICE TO THE ADMINISTRATIVE AGENT,
THE BORROWERS MAY AT ANY TIME IN WHOLE PERMANENTLY TERMINATE, OR FROM TIME TO
TIME IN PART PERMANENTLY REDUCE, THE COMMITMENTS; PROVIDED, HOWEVER,