TERM LOAN, THE BORROWER
WILL EXECUTE AND DELIVER TO SUCH TERM LOAN LENDER A PROMISSORY NOTE
SUBSTANTIALLY IN THE FORM OF EXHIBIT A (EACH, AS AMENDED, SUPPLEMENTED, REPLACED
OR OTHERWISE MODIFIED FROM TIME TO TIME, A "TERM LOAN NOTE"), WITH APPROPRIATE
INSERTIONS THEREIN AS TO PAYEE, DATE AND PRINCIPAL AMOUNT, PAYABLE TO SUCH TERM
LOAN LENDER AND IN A PRINCIPAL AMOUNT EQUAL TO THE UNPAID PRINCIPAL AMOUNT OF
THE APPLICABLE TERM LOANS MADE (OR ACQUIRED BY ASSIGNMENT PURSUANT TO SUBSECTION
10.6(B)) BY SUCH TERM LOAN LENDER TO THE BORROWER.
EACH TERM LOAN NOTE SHALL BE
DATED THE CLOSING DATE AND SHALL BE PAYABLE AS PROVIDED IN SUBSECTION 2.2(B)
AND PROVIDE FOR THE PAYMENT OF INTEREST IN ACCORDANCE WITH SUBSECTION 3.1.
(B)
THE AGGREGATE TERM LOANS OF ALL THE TERM
LOAN LENDERS SHALL BE PAYABLE IN CONSECUTIVE QUARTERLY INSTALLMENTS UP TO AND
INCLUDING THE TERM LOAN MATURITY DATE (SUBJECT TO REDUCTION AS PROVIDED IN
SUBSECTION 3.4), ON THE DATES AND IN THE PRINCIPAL AMOUNTS, SUBJECT TO
ADJUSTMENT AS SET FORTH BELOW, EQUAL TO THE RESPECTIVE AMOUNTS SET FORTH BELOW
(TOGETHER WITH ALL ACCRUED INTEREST THEREON) OPPOSITE THE APPLICABLE INSTALLMENT
DATES (OR, IF LESS, THE AGGREGATE AMOUNT OF SUCH TERM LOANS THEN OUTSTANDING):
57
Date
Amount
Each March 31, June 30, September 30 and December 31 ending prior to the Term
Loan Maturity Date
0.25% of the original aggregate principal amount of the Term Loans (as such
amount may be increased by the funding of Delayed Draw Term Loans)
Term Loan Maturity Date
all unpaid aggregate principal amounts of any outstanding Term Loans
2.3
PROCEDURE FOR TERM LOAN BORROWING.
THE
BORROWER SHALL GIVE THE ADMINISTRATIVE AGENT NOTICE SPECIFYING THE AMOUNT OF THE
TERM LOANS TO BE BORROWED AND THE PROPOSED BORROWING DATE (WHICH NOTICE MUST
HAVE BEEN RECEIVED BY THE ADMINISTRATIVE AGENT PRIOR TO 9:30 A.M., NEW YORK CITY
TIME, AND SHALL BE IRREVOCABLE AFTER FUNDING) (I) IN THE CASE OF CLOSING DATE
TERM LOANS, ON THE CLOSING DATE, AND (II) IN THE CASE OF DELAYED DRAW TERM LOANS
TO BE MADE FOLLOWING THE CLOSING DATE, THREE BUSINESS DAYS, PRIOR TO THE DATE OF
BORROWING SPECIFYING THE AMOUNT TO BE BORROWED. UPON RECEIPT OF SUCH NOTICE THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH APPLICABLE LENDER THEREOF.
EACH
LENDER HAVING A TERM LOAN COMMITMENT WILL MAKE THE AMOUNT OF ITS PRO RATA SHARE
OF THE TERM LOAN COMMITMENTS AVAILABLE, IN EACH CASE FOR THE ACCOUNT OF THE
BORROWER AT THE OFFICE OF THE ADMINISTRATIVE AGENT SPECIFIED IN SUBSECTION 10.2
PRIOR TO 12:00 P.M., NEW YORK CITY TIME, (X) ON THE CLOSING DATE, IN THE CASE OF
A BORROWING OF CLOSING DATE TERM LOANS, AND (Y) ON THE BORROWING DATE SPECIFIED
IN THE NOTICE DELIVERED PURSUANT TO THIS SUBSECTION 2.3, IN THE CASE OF DELAYED
DRAW TERM LOANS, IN EACH CASE IN FUNDS IMMEDIATELY AVAILABLE TO THE
ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT SHALL ON SUCH DATE CREDIT THE
ACCOUNT OF THE BORROWER ON THE BOOKS OF THE ADMINISTRATIVE AGENT WITH THE
AGGREGATE OF