FROM AND INCLUDING THE DATE SUCH
AMOUNT IS MADE AVAILABLE TO BORROWER TO BUT EXCLUDING THE DATE OF PAYMENT TO THE
ADMINISTRATIVE AGENT, AT (I) IN THE CASE OF SUCH LENDER, THE GREATER OF THE
FEDERAL FUNDS EFFECTIVE RATE AND A RATE DETERMINED BY THE ADMINISTRATIVE AGENT
IN ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK COMPENSATION OR (II) IN
THE CASE OF BORROWER, THE INTEREST RATE THAT WOULD BE OTHERWISE APPLICABLE TO
SUCH LOAN.
IF SUCH LENDER PAYS SUCH AMOUNT TO THE ADMINISTRATIVE AGENT, THEN
SUCH AMOUNT SHALL CONSTITUTE SUCH LENDER'S LOAN.
SECTION 2.05
TERMINATION AND REDUCTION OF COMMITMENTS.
(A)
UNLESS PREVIOUSLY TERMINATED, THE COMMITMENTS SHALL TERMINATE ON
THE DATE THAT IS FORTY-FIVE (45) DAYS AFTER THE EFFECTIVE DATE.
(B)
BORROWER MAY, AT ANY TIME PRIOR TO THE MAKING OF THE LOANS,
TERMINATE OR REDUCE, THE COMMITMENTS.
(C)
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.
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(D)
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 2.05(B) 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 LENDERS OF THE CONTENTS
THEREOF.
EACH NOTICE DELIVERED BY BORROWER PURSUANT TO THIS SECTION 2.05 SHALL
BE IRREVOCABLE.
ANY TERMINATION OR REDUCTION OF THE COMMITMENTS HEREUNDER SHALL
BE PERMANENT.
SECTION 2.06
REPAYMENT OF LOANS; EVIDENCE OF DEBT.
(A)
BORROWER HEREBY UNCONDITIONALLY PROMISES TO PAY TO THE
ADMINISTRATIVE AGENT FOR ACCOUNT OF EACH LENDER THE THEN UNPAID PRINCIPAL AMOUNT
OF THE LOANS ON THE MATURITY DATE.
(B)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE
AN ACCOUNT OR ACCOUNTS EVIDENCING THE DEBT OF BORROWER TO SUCH LENDER RESULTING
FROM THE LOAN MADE BY SUCH LENDER, INCLUDING THE AMOUNTS OF PRINCIPAL AND
INTEREST PAYABLE AND PAID TO SUCH LENDER FROM TIME TO TIME HEREUNDER.
(C)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN ACCOUNTS IN WHICH IT SHALL
RECORD (I) THE AMOUNT OF EACH LOAN MADE HEREUNDER 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 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.
(D)
THE ENTRIES MADE IN THE ACCOUNTS MAINTAINED PURSUANT TO SECTION
2.06(B) SHALL 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