ACCRUED AND UNPAID INTEREST ON THE AMOUNT REPAID TO THE DATE OF REPAYMENT, ON
THE TERMINATION DATE.
(B)
IF AT ANY TIME THE AGGREGATE OUTSTANDING UNPAID PRINCIPAL AMOUNT
OF THE REVOLVING CREDIT LOANS THEN OUTSTANDING EXCEEDS THE LESSER OF THE AMOUNTS
REFERRED TO IN CLAUSES (I) AND (II) OF SECTION 2.1, THE BORROWER SHALL REPAY THE
REVOLVING CREDIT LOANS IN AN AMOUNT SUFFICIENT TO REDUCE THE AGGREGATE UNPAID
PRINCIPAL AMOUNT OF SUCH LOANS BY AN AMOUNT EQUAL TO SUCH EXCESS, TOGETHER WITH
ACCRUED AND UNPAID INTEREST ON THE AMOUNT REPAID TO THE DATE OF REPAYMENT.
(C)
THE BORROWER HEREBY INSTRUCTS THE ADMINISTRATIVE AGENT TO REPAY
THE REVOLVING CREDIT LOANS OUTSTANDING ON ANY DAY IN AN AMOUNT EQUAL TO THE
AMOUNT RECEIVED BY THE ADMINISTRATIVE AGENT ON SUCH DAY PURSUANT TO SECTION
8.1(B); PROVIDED THAT THE AMOUNT
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RECEIVED PURSUANT TO SECTION 8.1(B) SHALL BE APPLIED FIRST TO REPAYMENT OF BASE
RATE LOANS AND THEN, SUBJECT TO THE PROVISIONS OF SECTION 4.16 TO REPAYMENT OF
LIBOR RATE LOANS.
SECTION 2.4
REVOLVING CREDIT NOTE.
EACH LENDER'S REVOLVING CREDIT
LOANS AND THE OBLIGATION OF THE BORROWER TO REPAY SUCH LOANS SHALL ALSO BE
EVIDENCED BY A SINGLE REVOLVING CREDIT NOTE PAYABLE TO THE ORDER OF SUCH
LENDER.
EACH REVOLVING CREDIT NOTE SHALL BE DATED THE EFFECTIVE DATE (OR LATER
"EFFECTIVE DATE" UNDER ANY ASSIGNMENT AND ACCEPTANCE) AND BE DULY AND VALIDLY
EXECUTED AND DELIVERED BY THE BORROWER.
SECTION 2.5
REDUCTION OF FACILITY.
SUBJECT TO SECTION 4.9, THE
AMOUNT OF THE REVOLVING CREDIT FACILITY MAY BE PERMANENTLY REDUCED BY THE
BORROWER FROM TIME TO TIME, WITHOUT PREMIUM OR PENALTY, ON NOT LESS THAN FIVE
BUSINESS DAYS' NOTICE TO THE ADMINISTRATIVE AGENT, RATABLY AS TO THE LENDERS'
RESPECTIVE COMMITMENTS, IN AN AMOUNT EQUAL TO $5,000,000 OR AN INTEGRAL MULTIPLE
OF $1,000,000 IN EXCESS THEREOF AND THE REVOLVING CREDIT FACILITY SHALL BE
AUTOMATICALLY REDUCED TO ZERO ON THE TERMINATION DATE.
ARTICLE 3
LETTER OF CREDIT FACILITY
SECTION 3.1
AGREEMENT TO ISSUE.
UPON THE TERMS AND SUBJECT TO THE
CONDITIONS OF, AND IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES MADE
UNDER, THIS AGREEMENT,
BANK OF AMERICA AGREES TO ISSUE FOR THE ACCOUNT OF THE
BORROWER ONE OR MORE LETTERS OF CREDIT IN ACCORDANCE WITH THIS ARTICLE 3, FROM
TIME TO TIME DURING THE PERIOD COMMENCING ON THE EFFECTIVE DATE AND ENDING ON
THE TERMINATION DATE.
SECTION 3.2
AMOUNTS.
BANK OF AMERICA SHALL NOT HAVE ANY OBLIGATION
TO ISSUE ANY LETTER OF CREDIT:
(A)
IN A FACE AMOUNT GREATER THAN LETTER OF CREDIT AVAILABILITY AT
SUCH TIME; OR
(B)
WHICH HAS A STATED TERM LONGER THAN ONE CALENDAR YEAR (BUT WHICH
MAY INCLUDE A RENEWAL OR "EVERGREEN" PROVISION THAT COULD, SUBJECT TO THE
PROVISIONS OF SECTION 3.4(D), RESULT IN SUCH LETTER OF CREDIT REMAINING
OUTSTANDING FOR MORE THAN ONE YEAR) OR AN EXPIRATION DATE (OR FINAL MATURITY
DATE OF ANY TIME DRAFT PERMITTED TO BE PRESENTED THEREUNDER) AFTER THE LAST
BUSINESS DAY THAT IS MORE THAN 30 DAYS PRIOR TO THE TERMINATION DATE.
SECTION 3.3
CONDITIONS.
THE