OF DEFAULT EITHER BEFORE OR AFTER GIVING EFFECT TO THE MAKING OF SUCH REVOLVING
LOANS.
(C)
MANDATORY REVOLVING LOAN REPAYMENTS AND
PREPAYMENTS.
(I)
THE REVOLVING LOAN COMMITMENT SHALL
TERMINATE UPON THE EARLIER TO OCCUR OF (I) THE COMMITMENT EXPIRY DATE AND
(II) ANY DATE ON WHICH ADMINISTRATIVE AGENT OR REQUIRED LENDERS ELECT TO
TERMINATE THE REVOLVING LOAN COMMITMENT PURSUANT TO SECTION 8.2 (SUCH EARLIER
DATE BEING THE "TERMINATION DATE").
ON THE TERMINATION DATE, THERE SHALL BECOME
DUE, AND BORROWERS SHALL PAY, THE ENTIRE OUTSTANDING PRINCIPAL AMOUNT OF EACH
REVOLVING LOAN AND OF EACH SWINGLINE LOAN, TOGETHER WITH ACCRUED AND UNPAID
OBLIGATIONS PERTAINING THERETO.
(II)
IF AT ANY TIME THE REVOLVING LOAN
OUTSTANDINGS EXCEED THE REVOLVING LOAN LIMIT, THEN, NO LATER THAN THE TENTH
(10TH) SUCCEEDING BUSINESS DAY, BORROWERS SHALL REPAY THE REVOLVING LOANS AND/OR
SWINGLINE LOANS OR CASH COLLATERALIZE LETTER OF CREDIT LIABILITIES IN THE MANNER
SPECIFIED IN SECTION 2.5(E) OR CANCEL OUTSTANDING LETTERS OF CREDIT, OR ANY
COMBINATION OF THE FOREGOING, IN AN AGGREGATE AMOUNT EQUAL TO SUCH EXCESS.
(D)
OPTIONAL PREPAYMENTS AND COMMITMENT
REDUCTION.
(I)
SUBJECT TO THE PROVISIONS OF
SECTION 2.3(E)(IV), BORROWERS MAY FROM TIME TO TIME PREPAY THE REVOLVING LOANS
AND/OR SWINGLINE LOANS IN WHOLE OR IN PART; PROVIDED THAT ANY SUCH PARTIAL
PREPAYMENT SHALL BE IN AN AMOUNT EQUAL TO $100,000 OR A HIGHER INTEGRAL MULTIPLE
OF $25,000.
(II)
UPON NOT LESS THAN THREE (3) BUSINESS DAYS
PRIOR NOTICE TO ADMINISTRATIVE AGENT, BORROWERS MAY FROM TIME TO TIME (BUT NO
MORE THAN TWO (2) TIMES IN ANY FISCAL YEAR) REDUCE THE REVOLVING LOAN COMMITMENT
IN MINIMUM AMOUNTS EQUAL TO
34
$1,000,000 AND, IF LARGER, IN ONE OR MORE INCREMENTS OF $1,000,000; PROVIDED,
THAT NO SUCH REDUCTION SHALL BE PERMITTED IF, AFTER GIVING EFFECT THERETO
(X) THE REVOLVING LOAN OUTSTANDINGS WOULD EXCEED THE REVOLVING LOAN LIMIT AND/OR
(Y) THE REVOLVING LOAN COMMITMENT WOULD EQUAL LESS THAN $10,000,000 (UNLESS THE
SAME IS BEING REDUCED TO ZERO IN CONNECTION WITH A PREPAYMENT IN FULL OF ALL
OBLIGATIONS AND THE COLLATERALIZATION OF ANY THEN EXISTING LETTER OF CREDIT
LIABILITY). ANY REDUCTION OF THE REVOLVING LOAN COMMITMENT PURSUANT TO THIS
CLAUSE (II) SHALL BE PERMANENT, AND SHALL BE ALLOCATED AMONG THE REVOLVING
LENDERS ACCORDING TO THEIR RESPECTIVE PRO RATA SHARES WITH RESPECT TO THE
REVOLVING LOAN COMMITMENT.
(E)
SWINGLINE LOANS.
(I)
SWINGLINE LENDER MAY, FROM TIME TO TIME,
AT ITS SOLE ELECTION AND WITHOUT PRIOR NOTICE TO OR CONSENT BY ANY LENDER OR ANY
BORROWER, CONVERT ANY REQUEST OR DEEMED REQUEST BY A BORROWER FOR A REVOLVING
LOAN THAT IS A BASE RATE LOAN INTO A REQUEST FOR AN ADVANCE MADE BY, AND FOR THE
ACCOUNT OF, SWINGLINE LENDER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT
(EACH SUCH ADVANCE, A "SWINGLINE LOAN").
EACH SWINGLINE LOAN SHALL BE A BASE
RATE LOAN, AND SHALL BE ADVANCED BY SWINGLINE LENDER IN THE SAME MANNER AS
REVOLVING LOANS ARE ADVANCED HEREUNDER, IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 2.2(B).
SWINGLINE LENDER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION)
TO ADVANCE