PROVIDED THAT NOTHING IN THIS
SUBSECTION SHALL BE CONSTRUED TO AUTHORIZE ANY SUCH MODIFICATION, AMENDMENT,
SUPPLEMENT, RESTATEMENT, RENEWAL, EXTENSION OR SUBSTITUTION EXCEPT AS MAY BE
PERMITTED BY OTHER PROVISIONS OF THE LOAN DOCUMENTS.
(I)
ALL TIMES OF DAY USED IN THE LOAN DOCUMENTS MEAN LOCAL TIME IN
NEW YORK, NEW YORK.
(J)
DEFINED TERMS MAY BE USED IN THE SINGULAR OR PLURAL, AS THE
CONTEXT REQUIRES.
ARTICLE II - - LOANS; ETC.
SECTION 2.1
LOANS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, EACH LENDER SEVERALLY
AGREES TO MAKE
LOANS TO THE COMPANY FROM TIME TO TIME PRIOR TO THE MATURITY
DATE, IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY ONE TIME OUTSTANDING (INCLUDING
ITS LIABILITY FOR THE LETTER OF CREDIT EXPOSURE AMOUNT AT SUCH TIME) UP TO BUT
NOT EXCEEDING SUCH LENDER'S COMMITMENT ON SUCH DATE.
LOANS REPAID PRIOR TO THE
MATURITY DATE MAY BE REBORROWED PURSUANT TO THE TERMS OF THIS AGREEMENT.
EACH
LOAN WHICH IS NOT MADE TO REPAY A LETTER OF CREDIT ADVANCE PURSUANT TO
SECTION 2.4 HEREOF SHALL BE IN AN AMOUNT OF AT LEAST (I) $5,000,000 OR (II) THE
UNUSED COMMITMENT OF THE LENDERS, WHICHEVER IS LESS.
EACH REPAYMENT OF THE
LOANS SHALL BE IN AN AMOUNT OF AT LEAST $5,000,000 OR, IF LESS, THE CURRENT SUM.
(B)
THE COMPANY SHALL GIVE THE AGENT NOTICE OF A REQUEST FOR A LOAN IN
ACCORDANCE WITH SECTION 3.1 HEREOF.
UPON RECEIPT OF EACH SUCH NOTICE, THE AGENT
SHALL PROMPTLY GIVE EACH OF THE LENDERS NOTICE OF RECEIPT THEREOF, WHICH NOTICE
MAY BE BY TELEPHONE OR FACSIMILE.
NOT LATER THAN 1:30 P.M. (NEW YORK TIME) ON
THE DATE SPECIFIED FOR THE MAKING OF SUCH LOAN, EACH LENDER SHALL MAKE AVAILABLE
TO THE AGENT, AT THE AGENT'S ACCOUNT, SUCH LENDER'S COMMITMENT PERCENTAGE OF
SUCH LOAN IN IMMEDIATELY AVAILABLE FUNDS FOR THE ACCOUNT OF THE COMPANY.
THE
AMOUNT SO RECEIVED BY THE AGENT SHALL, SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT, BE MADE AVAILABLE TO THE COMPANY BY DEPOSITING SAME, IN
IMMEDIATELY AVAILABLE FUNDS, IN AN ACCOUNT DESIGNATED BY THE COMPANY MAINTAINED
WITH THE AGENT OR WITH ANOTHER FINANCIAL INSTITUTION REASONABLY ACCEPTABLE TO
THE AGENT.
IF A REQUESTED LOAN SHALL
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NOT OCCUR ON ANY DATE SPECIFIED BY THE COMPANY AS SET FORTH IN THE APPLICABLE
REQUEST FOR EXTENSION OF CREDIT AND CERTIFICATE OF NO DEFAULT BECAUSE ALL OF THE
CONDITIONS FOR SUCH LOAN SET FORTH HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS
SHALL HAVE NOT BEEN MET, THE AGENT SHALL RETURN THE AMOUNTS SO RECEIVED FROM THE
LENDERS IN RESPECT OF SUCH REQUESTED LOAN TO THE APPLICABLE LENDERS AS SOON AS
PRACTICABLE; PROVIDED, HOWEVER, IF AND TO THE EXTENT THAT THE AGENT FAILS TO
RETURN ANY SUCH AMOUNTS TO ANY APPLICABLE LENDER BY THE BUSINESS DAY FOLLOWING
THE DATE THAT THE REQUESTED LOAN WAS TO HAVE BEEN MADE, THE AGENT SHALL PAY
INTEREST ON SUCH UNRETURNED AMOUNTS FOR EACH DATE FROM SUCH DATE THAT THE
REQUESTED LOAN WAS TO HAVE BEEN MADE, TO THE