OR ANY SUCCESSOR THERETO, BUT EXCLUDING
ANY RESERVE INCLUDED IN THE DETERMINATION OF THE LIBOR PURSUANT TO THE
PROVISIONS OF THIS AGREEMENT), SPECIAL DEPOSIT, COMPULSORY LOAN, INSURANCE
CHARGE OR SIMILAR REQUIREMENT AGAINST ASSETS OF, DEPOSITS WITH OR FOR THE
ACCOUNT OF, OR CREDIT EXTENDED OR PARTICIPATED IN BY ANY LENDER; OR (2) SHALL
IMPOSE ON ANY LENDER ANY OTHER CONDITION AFFECTING ITS LIBOR LOANS, ANY OF ITS
NOTES (IF ANY) OR ITS OBLIGATION TO MAKE LIBOR LOANS; AND THE RESULT OF ANYTHING
DESCRIBED IN CLAUSES (1) ABOVE AND (2) IS TO INCREASE THE COST TO (OR TO IMPOSE
A COST ON) SUCH LENDER OF MAKING OR MAINTAINING ANY LIBOR LOAN, OR TO REDUCE THE
AMOUNT OF ANY SUM RECEIVED OR RECEIVABLE BY SUCH LENDER UNDER THIS AGREEMENT OR
UNDER ANY OF ITS NOTES (IF ANY) WITH RESPECT THERETO, THEN UPON DEMAND BY SUCH
LENDER (WHICH DEMAND SHALL BE ACCOMPANIED BY A WRITTEN STATEMENT SETTING FORTH
THE BASIS FOR SUCH DEMAND AND A CALCULATION OF THE AMOUNT THEREOF IN REASONABLE
DETAIL, A COPY OF
39
WHICH SHALL BE FURNISHED TO ADMINISTRATIVE AGENT), BORROWERS SHALL PROMPTLY PAY
DIRECTLY TO SUCH LENDER SUCH ADDITIONAL AMOUNT AS WILL COMPENSATE SUCH LENDER
FOR SUCH INCREASED COST OR SUCH REDUCTION, SO LONG AS SUCH AMOUNTS HAVE ACCRUED
ON OR AFTER THE DAY WHICH IS TWO HUNDRED SEVENTY (270) DAYS PRIOR TO THE DATE ON
WHICH SUCH LENDER FIRST MADE DEMAND THEREFOR.
SECTION 2.4
NOTES.
The portion of Term Loan A made by each Lender shall be evidenced, if so
requested by such Lender, by a promissory note executed by Borrowers on a joint
and several basis (a "Term Note A"), the portion of Term Loan B made by each
Lender shall be evidenced, if so requested by such Lender, by a promissory note
executed by Borrowers on a joint and several basis (a "Term Note B") and the
portion of the Revolving Loans made by each Lender shall be evidenced, if so
requested by such Lender, by a promissory note executed by Borrowers on a joint
and several basis (a "Revolving Loan Note") in an original principal amount
equal to such Lender's Pro Rata Share of Term Loan A, Term Loan B and the
Revolving Loan Commitment, respectively.
The Swingline Loans made by Swingline
Lender shall be evidenced, if so requested by Swingline Lender, by a promissory
note executed by Borrowers on a joint and several basis (a "Swingline Loan
Note") in an original principal amount equal to the amount identified in clause
(i) of the definition of Swingline Loan Limit.
SECTION 2.5
LETTERS OF CREDIT AND LETTER OF
CREDIT FEES.
(A)
LETTER OF CREDIT.
ON THE TERMS AND SUBJECT
TO THE CONDITIONS SET FORTH HEREIN, THE REVOLVING LOAN COMMITMENT MAY BE USED BY
BORROWERS, IN ADDITION TO THE MAKING OF REVOLVING LOANS HEREUNDER, FOR THE
ISSUANCE, PRIOR TO THE TERMINATION DATE, BY (I) ADMINISTRATIVE AGENT, OF LETTERS
OF CREDIT, GUARANTEES OR OTHER AGREEMENTS OR ARRANGEMENTS (EACH, A "SUPPORT
AGREEMENT") TO INDUCE AN LC ISSUER