BORROWER
REQUESTS A REVOLVING CREDIT LOAN AND AFTER GIVING EFFECT TO THE MAKING THEREOF,
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
The Revolving Credit Loans shall be made pro rata in accordance with the
Revolving Credit Commitment Percentage of each Bank having a Revolving Credit
Commitment.
If the aggregate principal amount of Revolving Credit Loans
outstanding at any time, plus the aggregate Stated Amount of Letters of Credit
outstanding at such time, plus the aggregate amount of any unreimbursed draws
under outstanding Letters of Credit shall at any time exceed the Revolving
Credit Commitment of all the Banks then in effect, the Borrower shall
immediately pay to the Administrative Agent for the respective accounts of the
Banks the amount of such excess.
Failure to make such payment on demand shall
be an Event of Default hereunder.
(B)
TERM LOAN.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT, EACH OF THE BANKS HAVING A TERM LOAN
COMMITMENT SEVERALLY AGREES TO LEND TO THE BORROWER ON THE CLOSING DATE, AND THE
BORROWER AGREES TO BORROW ON SUCH DATE AND REPAY IN ACCORDANCE WITH SECTION
2.12, AN AMOUNT EQUAL TO SUCH BANK'S TERM LOAN COMMITMENT.
(C)
LOAN ACCOUNT.
THE ADMINISTRATIVE AGENT
SHALL ENTER LOANS AND ADVANCES MADE BY THE BANKS TO THE BORROWER PURSUANT TO
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ON ACCOUNT OF THE REVOLVING
CREDIT LOANS, THE TERM LOAN AND ANY LETTERS OF CREDIT) AS DEBITS IN THE LOAN
ACCOUNT.
THE ADMINISTRATIVE AGENT SHALL ALSO RECORD IN THE LOAN ACCOUNT ALL
PAYMENTS MADE BY THE BORROWER ON ACCOUNT OF THE LOANS AND MAY ALSO RECORD
THEREIN, IN ACCORDANCE WITH CUSTOMARY ACCOUNTING PRACTICES, OTHER DEBITS AND
CREDITS, INCLUDING CUSTOMARY BANKING CHARGES AND ALL INTEREST, FEES, CHARGES AND
EXPENSES CHARGEABLE TO THE BORROWER UNDER THIS AGREEMENT.
THE DEBIT BALANCE OF
THE LOAN ACCOUNT SHALL REFLECT THE AMOUNT OF THE BORROWER'S OBLIGATIONS
HEREUNDER AND SHALL BE CONSIDERED CORRECT ABSENT MANIFEST ERROR.
IF THERE SHALL
BE A CONFLICT, DISCREPANCY OR INCONSISTENCY BETWEEN THE LOAN ACCOUNT AND ANY
NOTE SCHEDULE, THE ENTRIES AND RECORDS IN THE LOAN ACCOUNT SHALL CONTROL,
SUPERSEDE AND PREVAIL AS AMONG THE BORROWER, THE ADMINISTRATIVE AGENT AND THE
BANKS.
2.2.
THE NOTES.
(A)
THE REVOLVING CREDIT NOTES.
THE REVOLVING
CREDIT LOANS SHALL BE EVIDENCED BY SEPARATE REVOLVING CREDIT NOTES OF THE
BORROWER TO EACH BANK HAVING A REVOLVING CREDIT COMMITMENT IN OR SUBSTANTIALLY
IN THE FORM OF EXHIBIT A-1 HERETO (COLLECTIVELY, THE "REVOLVING CREDIT NOTES"),
WITH APPROPRIATE INSERTIONS FOR EACH SUCH BANK.
(B)
THE TERM NOTES.
THE TERM LOAN SHALL BE
EVIDENCED BY SEPARATE TERM NOTES OF THE BORROWER TO EACH BANK HAVING A TERM LOAN
COMMITMENT IN OR SUBSTANTIALLY IN THE FORM OF EXHIBIT A-2 HERETO (COLLECTIVELY,
THE "TERM NOTES"), WITH APPROPRIATE INSERTIONS FOR EACH SUCH BANK.
(C)
NOTE SCHEDULES.
THE ADMINISTRATIVE AGENT
AND EACH BANK MAY, INSTEAD OF OR IN ADDITION TO MAINTAINING A LOAN ACCOUNT, AND
IS HEREBY IRREVOCABLY AUTHORIZED BY THE BORROWER TO,
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ENTER ON THE SCHEDULE FORMING A PART