EXPOSURES WOULD EXCEED THE TOTAL TRANCHE B COMMITMENTS.
(E)
EACH REDUCTION OF THE COMMITMENTS HEREUNDER SHALL BE IN AN AMOUNT
THAT IS AN INTEGRAL MULTIPLE OF $1,000,000 AND NOT LESS THAN $5,000,000.
(F)
EACH REDUCTION OF ANY OF THE COMMITMENTS HEREUNDER SHALL BE MADE
RATABLY AMONG THE LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS.
BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF ANY ELECTION TO TERMINATE OR
REDUCE ANY OF THE COMMITMENTS UNDER SECTION 2.06(C) OR SECTION 2.06(D) AT LEAST
THREE (3) BUSINESS DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION OR
REDUCTION, SPECIFYING SUCH ELECTION AND THE EFFECTIVE DATE THEREOF.
PROMPTLY
FOLLOWING RECEIPT OF ANY NOTICE, THE ADMINISTRATIVE AGENT SHALL ADVISE THE
RELEVANT LENDERS OF THE CONTENTS THEREOF.
EACH NOTICE DELIVERED BY BORROWER
PURSUANT TO THIS SECTION 2.06 SHALL BE IRREVOCABLE, PROVIDED THAT A NOTICE OF
TERMINATION OF ANY OF THE COMMITMENTS DELIVERED BY BORROWER MAY STATE THAT SUCH
NOTICE IS CONDITIONED UPON THE EFFECTIVENESS OF OTHER CREDIT FACILITIES, IN
WHICH CASE SUCH NOTICE MAY BE REVOKED BY BORROWER (BY NOTICE TO THE
ADMINISTRATIVE AGENT ON OR PRIOR TO THE SPECIFIED EFFECTIVE DATE) IF SUCH
CONDITION IS NOT SATISFIED.
ANY TERMINATION OR REDUCTION OF THE COMMITMENTS
HEREUNDER SHALL BE PERMANENT.
SECTION 2.07
REPAYMENT OF LOANS; EVIDENCE OF DEBT.
(A)
BORROWER HEREBY UNCONDITIONALLY PROMISES TO PAY TO THE
ADMINISTRATIVE AGENT FOR ACCOUNT OF EACH TRANCHE A LENDER THE THEN UNPAID
PRINCIPAL AMOUNT OF EACH TRANCHE A LOAN ON THE TRANCHE A MATURITY DATE.
(B)
BORROWER HEREBY UNCONDITIONALLY PROMISES TO PAY TO THE
ADMINISTRATIVE AGENT FOR ACCOUNT OF EACH TRANCHE B LENDER THE THEN UNPAID
PRINCIPAL AMOUNT OF EACH TRANCHE B LOAN ON THE TRANCHE B MATURITY DATE.
(C)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE
AN ACCOUNT OR ACCOUNTS EVIDENCING THE DEBT OF BORROWER TO SUCH LENDER RESULTING
FROM EACH LOAN MADE BY SUCH LENDER, INCLUDING THE AMOUNTS OF PRINCIPAL AND
INTEREST PAYABLE AND PAID TO SUCH LENDER FROM TIME TO TIME HEREUNDER.
(D)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN ACCOUNTS IN WHICH IT SHALL
RECORD (I) THE AMOUNT OF EACH LOAN MADE HEREUNDER, WHETHER SUCH LOAN IS A
TRANCHE A LOAN OR A TRANCHE B LOAN, WHETHER SUCH LOAN IS A BASE RATE LOAN OR A
LIBOR LOAN AND THE INTEREST PERIOD APPLICABLE THERETO, (II) THE AMOUNT OF ANY
PRINCIPAL OR INTEREST DUE AND PAYABLE OR TO
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BECOME DUE AND PAYABLE FROM BORROWER TO EACH LENDER HEREUNDER AND (III) THE
AMOUNT OF ANY SUM RECEIVED BY THE ADMINISTRATIVE AGENT HEREUNDER FOR THE ACCOUNT
OF THE LENDERS AND EACH LENDER'S SHARE THEREOF.
(E)
THE ENTRIES MADE IN THE ACCOUNTS MAINTAINED PURSUANT TO SECTION
2.07(C) OR 2.07(D) BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS OF THE
OBLIGATIONS RECORDED THEREIN; PROVIDED THAT THE FAILURE OF ANY LENDER OR THE
ADMINISTRATIVE AGENT TO MAINTAIN SUCH ACCOUNTS OR ANY ERROR THEREIN SHALL NOT IN
ANY MANNER AFFECT THE OBLIGATION OF BORROWER TO REPAY THE LOANS AND OTHER
OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(F)
THE