TERM LENDER AGREES TO MAKE A TERM LOAN DENOMINATED IN
DOLLARS TO THE BORROWER ON THE EFFECTIVE DATE IN A PRINCIPAL AMOUNT NOT
EXCEEDING ITS TERM COMMITMENT.
THE TERM LOANS MAY FROM TIME TO TIME BE
EUROCURRENCY LOANS OR BASE RATE LOANS, AS DETERMINED BY THE BORROWER AND
NOTIFIED TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTIONS 2.2 AND 4.3.
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2.2.
PROCEDURE FOR TERM LOAN BORROWING.
THE BORROWER SHALL GIVE THE
ADMINISTRATIVE AGENT IRREVOCABLE NOTICE (WHICH NOTICE MUST BE RECEIVED BY THE
ADMINISTRATIVE AGENT PRIOR TO 12:00 NOON, NEW YORK CITY TIME, (A) ONE BUSINESS
DAY PRIOR TO THE REQUESTED BORROWING DATE, IF ALL REQUESTED LOANS ARE TO BE MADE
AS BASE RATE LOANS, OR (B) THREE BUSINESS DAYS PRIOR TO THE REQUESTED BORROWING
DATE, IF ANY OF THE REQUESTED LOANS ARE TO BE EUROCURRENCY LOANS) REQUESTING
THAT THE TERM LENDERS MAKE THE TERM LOANS AND SPECIFYING (I) THE AMOUNT AND TYPE
OF TERM LOANS TO BE BORROWED, (II) THE REQUESTED BORROWING DATE AND (III) IN THE
CASE OF EUROCURRENCY LOANS, THE LENGTH OF THE INTEREST PERIOD THEREFOR.
UPON
RECEIPT OF SUCH NOTICE, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH TERM
LENDER THEREOF.
NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, ON THE REQUESTED
BORROWING DATE EACH TERM LENDER SHALL MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT
AT THE FUNDING OFFICE AN AMOUNT IN IMMEDIATELY AVAILABLE FUNDS EQUAL TO THE TERM
LOAN OR TERM LOANS TO BE MADE BY SUCH LENDER.
THE ADMINISTRATIVE AGENT SHALL
CREDIT THE ACCOUNT OF THE BORROWER ON THE BOOKS OF SUCH OFFICE OF THE
ADMINISTRATIVE AGENT WITH THE AGGREGATE OF THE AMOUNTS MADE AVAILABLE TO THE
ADMINISTRATIVE AGENT BY THE TERM LENDERS IN IMMEDIATELY AVAILABLE FUNDS.
2.3.
REPAYMENT OF TERM LOANS.
THE TERM LOAN OF EACH TERM LENDER SHALL
BE REPAID BY THE BORROWER IN QUARTERLY INSTALLMENTS ON MARCH 31, JUNE 30,
SEPTEMBER 30 AND DECEMBER 31 OF EACH YEAR, COMMENCING ON THE FIRST SUCH DATE
THAT OCCURS AFTER THE BORROWING DATE FOR THE TERM LOANS, EACH OF WHICH SHALL BE
IN AN AMOUNT EQUAL TO THE PRODUCT OF (I) SUCH LENDER'S TERM PERCENTAGE
MULTIPLIED BY (II) AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT OF TERM LOANS MADE ON
THE BORROWING DATE THEREFOR MULTIPLIED BY (III) 0.25%; PROVIDED THAT THE LAST
SUCH INSTALLMENT SHALL BE DUE ON THE TERM LOAN MATURITY DATE IN AN AMOUNT EQUAL
TO THE REMAINING PRINCIPAL AMOUNT OF TERM LOANS.
SECTION 3.
AMOUNT AND TERMS OF REVOLVING COMMITMENTS
3.1.
REVOLVING COMMITMENTS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, EACH DOLLAR REVOLVING LENDER SEVERALLY AGREES TO MAKE REVOLVING CREDIT
LOANS DENOMINATED IN DOLLARS ("DOLLAR REVOLVING LOANS") TO THE BORROWER FROM
TIME TO TIME DURING THE REVOLVING COMMITMENT PERIOD IN AN AGGREGATE PRINCIPAL
AMOUNT AT ANY ONE TIME OUTSTANDING WHICH, WHEN ADDED TO SUCH LENDER'S DOLLAR
REVOLVING PERCENTAGE OF THE SUM OF (I) THE DOLLAR L/C OBLIGATIONS THEN
OUTSTANDING AND (II) THE AGGREGATE PRINCIPAL AMOUNT OF THE SWINGLINE LOANS THEN
OUTSTANDING, DOES NOT EXCEED THE AMOUNT OF SUCH LENDER'S DOLLAR