PARAGRAPH SHALL NOT RELIEVE THE BORROWERS OF ANY DEFAULT IN THE
PAYMENT THEREOF.
2.5
REDUCTION OF COMMITMENTS.
2.5.1
ELECTIVE REDUCTION OF COMMITMENTS.
PROVIDED THAT
THERE IS THEN NO OUTSTANDING DEFAULT AND THAT NO DEFAULT WILL BE CAUSED BY SUCH
REDUCTION, THE BORROWERS SHALL HAVE THE RIGHT, WITHOUT PREMIUM OR PENALTY
(EXCEPT AS OTHERWISE SET FORTH HEREIN), AT ANY TIME AND FROM TIME TO TIME UPON
AT LEAST THREE (3) BUSINESS DAYS PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE
AGENT TO REDUCE BY $3,000,000, OR INTEGRAL MULTIPLES OF $1,000,000 IN EXCESS
THEREOF, OR TO TERMINATE ENTIRELY, (A) THE TERM LOAN LIMIT IN EXCESS OF THE THEN
OUTSTANDING TERM LOANS, OR (B) THE REVOLVING CREDIT LIMIT IN EXCESS OF THE THEN
OUTSTANDING REVOLVING EXPOSURE; PROVIDED THAT THE REVOLVING CREDIT LIMIT MAY NOT
BE REDUCED BELOW $75,000,000 UNLESS ALL REVOLVING LOANS ARE PAID AND PERFORMED
IN FULL, ALL LETTERS OF CREDIT ARE TERMINATED, REPLACED OR SECURED BY CASH
COLLATERAL IN ACCORDANCE WITH SECTION 5.2 AND THE REVOLVING CREDIT LIMIT IS
REDUCED TO ZERO.
2.5.2
PRO RATA REDUCTIONS IN COMMITMENTS.
IN THE EVENT
OF ANY SUCH REDUCTION PURSUANT TO SECTION 2.5.1, THE COMMITMENTS OF THE LENDERS
SHALL BE EITHER (I) REDUCED PRO RATA IN ACCORDANCE WITH THEIR RESPECTIVE
REVOLVING LOAN COMMITMENT PERCENTAGES OR TERM LOAN COMMITMENT PERCENTAGES, AS
THE CASE MAY BE, OF THE AMOUNT SO REDUCED, OR (II) AS THE CASE MAY BE,
TERMINATED. PROMPTLY AFTER RECEIVING ANY NOTICE FROM THE BORROWERS DELIVERED
PURSUANT TO SECTION 2.5.1, THE ADMINISTRATIVE AGENT WILL NOTIFY THE LENDERS OF
THE SUBSTANCE THEREOF. UPON THE EFFECTIVE DATE OF ANY SUCH REDUCTION OR
TERMINATION, THE BORROWERS SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE
RESPECTIVE PRO RATA ACCOUNTS OF SUCH LENDERS THE FULL AMOUNT OF ANY UNUSED
FACILITY FEE OR OTHER FEE THEN ACCRUED ON THE AMOUNT OF THE REDUCTION. NO
REDUCTION OR TERMINATION OF THE COMMITMENTS MAY BE REINSTATED.
UPON ANY
REDUCTION OR TERMINATION OF ONE BUT NOT BOTH OF THE AGGREGATE REVOLVING LOAN
COMMITMENTS OR TERM LOAN COMMITMENTS OF ALL THE REVOLVING CREDIT LENDERS AND
TERM LOAN LENDERS, RESPECTIVELY, PURSUANT TO THIS SECTION, THE ADMINISTRATIVE
AGENT WILL CIRCULATE TO THE BORROWERS AND EACH OF THE LENDERS A REVISED SCHEDULE
2 REFLECTING SUCH REDUCTION OR TERMINATION.
3.
USE OF PROCEEDS
3.1
USE OF PROCEEDS.
THE PROCEEDS OF THE REVOLVING LOANS, THE SWINGLINE
LOANS AND THE TERM LOAN SHALL BE USED SOLELY AND EXCLUSIVELY FOR THE FOLLOWING
PURPOSES:
33
3.1.1
USE OF REVOLVING LOANS AND SWINGLINE LOANS.
THE
PROCEEDS AND AVAILABILITY OF THE REVOLVING LOANS AND SWINGLINE LOANS SHALL BE
USED AS FOLLOWS:
(A)
TO FINANCE THE BORROWERS' WORKING CAPITAL AND GENERAL CORPORATE
PURPOSES FROM TIME TO TIME IN ORDER TO FACILITATE THE ONGOING OPERATIONS OF THE
BORROWERS IN THE ORDINARY COURSE OF THEIR BUSINESS OR AS OTHERWISE EXPRESSLY
CONTEMPLATED BY THIS CREDIT AGREEMENT;
(B)
TO FUND REPAYMENT OF THE NECKTIE LOANS; AND
(C)
TO ACQUIRE TAX CREDIT INVESTMENTS (INCLUDING LOW INCOME HOUSING
TAX CREDITS).
3.1.2
USE OF TERM LOAN.
THE PROCEEDS OF THE TERM LOAN
SHALL BE USED