RIGHT, UPON NOT LESS THAN THREE BUSINESS DAYS' NOTICE TO
THE ADMINISTRATIVE AGENT (WHICH WILL PROMPTLY NOTIFY THE LENDERS THEREOF), TO
TERMINATE THE REVOLVING CREDIT COMMITMENTS OR, FROM TIME TO TIME, TO REDUCE THE
AMOUNT OF THE REVOLVING CREDIT COMMITMENTS; PROVIDED THAT NO SUCH TERMINATION OR
REDUCTION SHALL BE PERMITTED IF, AFTER GIVING EFFECT THERETO AND TO ANY
PREPAYMENTS OF THE REVOLVING CREDIT LOANS MADE ON THE EFFECTIVE DATE THEREOF,
THE AGGREGATE PRINCIPAL AMOUNT OF THE REVOLVING CREDIT LOANS THEN OUTSTANDING,
WHEN ADDED TO THE THEN OUTSTANDING L/C OBLIGATIONS, WOULD EXCEED THE REVOLVING
CREDIT COMMITMENTS THEN IN EFFECT.
ANY SUCH REDUCTION SHALL BE IN AN AMOUNT
EQUAL TO $1,000,000 OR A WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEREOF AND
SHALL REDUCE PERMANENTLY THE REVOLVING CREDIT COMMITMENTS THEN IN EFFECT.
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2.4.
TERM LOANS.
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, EACH TERM
LOAN LENDER SEVERALLY AGREES TO MAKE A TERM LOAN (COLLECTIVELY, THE "TERM
LOANS") TO THE BORROWER ON THE CLOSING DATE IN A PRINCIPAL AMOUNT NOT TO EXCEED
THE AMOUNT OF SUCH LENDER'S TERM LOAN COMMITMENT AGREED TO BY THE BORROWER, THE
ADMINISTRATIVE AGENT AND SUCH LENDER. THE TERM LOANS MAY FROM TIME TO TIME BE
(X) EURODOLLAR LOANS, (Y) ABR LOANS OR (Z) A COMBINATION THEREOF, AS DETERMINED
BY THE BORROWER AND NOTIFIED TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH
SUBSECTIONS 2.6 AND 4.2.
2.5.
TERM NOTES.
THE BORROWER AGREES THAT, UPON THE REQUEST TO THE
ADMINISTRATIVE AGENT BY ANY TERM LOAN LENDER, IN ORDER TO EVIDENCE SUCH LENDER'S
TERM LOAN, THE BORROWER WILL EXECUTE AND DELIVER TO SUCH LENDER A PROMISSORY
NOTE SUBSTANTIALLY IN THE FORM OF EXHIBIT A-2 (EACH, AS AMENDED, SUPPLEMENTED,
REPLACED OR OTHERWISE MODIFIED FROM TIME TO TIME, A "TERM NOTE"), WITH
APPROPRIATE INSERTIONS THEREIN AS TO PAYEE, DATE AND PRINCIPAL AMOUNT, PAYABLE
TO THE ORDER OF SUCH TERM LOAN LENDER AND IN A PRINCIPAL AMOUNT EQUAL TO THE
LESSER OF (A) THE AMOUNT SET OF SUCH LENDER'S TERM LOAN COMMITMENT AND (B) THE
UNPAID PRINCIPAL AMOUNT OF THE TERM LOANS MADE BY SUCH TERM LOAN LENDER TO THE
BORROWER.
EACH TERM NOTE SHALL (I) BE DATED THE CLOSING DATE, (II) BE PAYABLE
AS PROVIDED IN SUBSECTION 2.7(A) AND (III) PROVIDE FOR THE PAYMENT OF INTEREST
IN ACCORDANCE WITH SUBSECTION 4.1.
2.6.
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 12:30 P.M., NEW YORK CITY TIME), AT LEAST
(A) THREE BUSINESS DAYS PRIOR TO THE CLOSING DATE IF ALL OR ANY PART OF THE TERM
LOANS ARE TO BE INITIALLY EURODOLLAR LOANS OR (B) ONE BUSINESS DAY PRIOR TO THE
CLOSING DATE, IN ALL OTHER CASES, REQUESTING THAT THE TERM LOAN LENDERS MAKE THE
TERM LOANS ON THE CLOSING DATE AND SPECIFYING (I) THE AMOUNT TO BE BORROWED,
(II) WHETHER THE TERM LOANS ARE TO BE INITIALLY EURODOLLAR LOANS, ABR LOANS OR A
COMBINATION THEREOF AND (III) IF THE TERM LOANS ARE TO BE ENTIRELY OR