ANY OTHER PERSON, WHETHER IN CONNECTION WITH ANY LOAN
DOCUMENT OR ANY OTHER CONTRACTUAL OBLIGATION OR TRANSACTION, OR THE EXISTENCE OF
ANY OTHER WITHHOLDING, ABATEMENT OR
50
REDUCTION, (III) IN THE CASE OF THE OBLIGATIONS OF ANY REVOLVING CREDIT LENDER,
(A) THE FAILURE OF ANY CONDITION PRECEDENT SET FORTH IN SECTION 3.2 TO BE
SATISFIED (EACH OF WHICH CONDITIONS PRECEDENT THE REVOLVING CREDIT LENDERS
HEREBY IRREVOCABLY WAIVE) OR (B) ANY ADVERSE CHANGE IN THE CONDITION (FINANCIAL
OR OTHERWISE) OF ANY LOAN PARTY AND (IV) ANY OTHER ACT OR OMISSION TO ACT OR
DELAY OF ANY KIND OF ANY SECURED PARTY OR ANY OTHER PERSON OR ANY OTHER EVENT OR
CIRCUMSTANCE WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING, THAT
MIGHT, BUT FOR THE PROVISIONS OF THIS SECTION 2.4, CONSTITUTE A LEGAL OR
EQUITABLE DISCHARGE OF ANY OBLIGATION OF THE BORROWER OR ANY REVOLVING CREDIT
LENDER HEREUNDER.
SECTION 2.5
REDUCTION AND TERMINATION OF THE COMMITMENTS.
(A)
OPTIONAL.
THE BORROWER MAY, UPON AT LEAST 5 BUSINESS DAYS' PRIOR WRITTEN NOTICE
TO THE ADMINISTRATIVE AGENT, TERMINATE IN WHOLE OR REDUCE IN PART RATABLY ANY
UNUSED PORTION OF THE REVOLVING CREDIT COMMITMENTS; PROVIDED, HOWEVER, THAT (A)
EACH PARTIAL REDUCTION SHALL BE IN AN AGGREGATE AMOUNT THAT IS AN INTEGRAL
MULTIPLE OF $1,000,000 AND (B) FOR ANY SUCH TERMINATION OR REDUCTION MADE ON OR
BEFORE THE SECOND ANNIVERSARY OF THE CLOSING DATE, THE BORROWER SHALL PAY TO THE
ADMINISTRATIVE AGENT, FOR THE RATABLE BENEFIT OF THE REVOLVING CREDIT LENDERS,
AN AMOUNT EQUAL TO 1.00% OF THE AMOUNT OF THE REVOLVING CREDIT COMMITMENT
TERMINATED OR PERMANENTLY REDUCED WHICH SHALL BE DUE AND PAYABLE ON THE DATE
SUCH TERMINATION OR REDUCTION IS EFFECTIVE.
(B)
MANDATORY.
ALL OUTSTANDING REVOLVING CREDIT COMMITMENTS SHALL
TERMINATE ON THE SCHEDULED REVOLVING CREDIT TERMINATION DATE.
ALL OUTSTANDING
TERM LOAN COMMITMENTS SHALL TERMINATE ON THE CLOSING DATE AFTER THE FUNDING OF
THE TERM LOANS.
SECTION 2.6
REPAYMENT OF LOANS.
(A)
THE BORROWER PROMISES TO REPAY THE
ENTIRE UNPAID PRINCIPAL AMOUNT OF THE REVOLVING LOANS AND THE SWING LOANS ON THE
SCHEDULED REVOLVING CREDIT TERMINATION DATE.
(B)
THE AGGREGATE PRINCIPAL AMOUNT OF THE TERM LOANS SHALL BE PAID
IN EQUAL QUARTERLY INSTALLMENTS OF $5,000,000 COMMENCING ON OCTOBER 1, 2010 AND
CONTINUING ON THE FIRST DAY OF EACH JANUARY, APRIL, JULY AND OCTOBER THEREAFTER,
WITH A FINAL SCHEDULED INSTALLMENT OF THE TERM LOANS DUE AND PAYABLE ON THE TERM
LOAN MATURITY DATE IN AN AMOUNT EQUAL TO THE ENTIRE REMAINING PRINCIPAL BALANCE
OF THE TERM LOANS.
SECTION 2.7
OPTIONAL PREPAYMENTS.
THE BORROWER MAY PREPAY THE
OUTSTANDING PRINCIPAL AMOUNT OF ANY LOAN IN WHOLE OR IN PART AT ANY TIME
(TOGETHER WITH ANY BREAKAGE COSTS THAT MAY BE OWING PURSUANT TO SECTION 2.16(A)
AFTER GIVING EFFECT TO SUCH PREPAYMENT); PROVIDED, HOWEVER, THAT (A) EACH
PARTIAL PREPAYMENT THAT IS NOT OF THE ENTIRE OUTSTANDING AMOUNT UNDER ANY
FACILITY SHALL BE IN AN AGGREGATE AMOUNT THAT IS AN INTEGRAL MULTIPLE OF
$1,000,000 AND (B) FOR ANY SUCH PREPAYMENT OF TERM LOANS MADE ON OR BEFORE THE