SHALL THE AGGREGATE
REVOLVER OUTSTANDINGS AT ANY TIME EXCEED THE AGGREGATE REVOLVING CREDIT
COMMITMENTS AND (Y) THE MAJORITY LENDERS MAY AT ANY TIME REVOKE THE AGENT'S
AUTHORIZATION TO MAKE AGENT ADVANCES.
ANY SUCH REVOCATION MUST BE IN WRITING
AND SHALL BECOME EFFECTIVE PROSPECTIVELY UPON THE AGENT'S RECEIPT THEREOF.
6
(II)
AGENT ADVANCES SHALL BE SECURED BY THE
AGENT'S LIENS IN AND TO THE COLLATERAL AND SHALL CONSTITUTE BASE RATE REVOLVING
LOANS AND OBLIGATIONS HEREUNDER.
1.3
Initial Term Loan.
(A)
AMOUNT OF INITIAL TERM LOAN.
SUBJECT TO SECTION
1.1, EACH TERM LENDER SEVERALLY AGREES TO MAKE A TERM LOAN (ANY SUCH TERM LOAN
BEING REFERRED TO AS AN "INITIAL LENDER TERM LOAN" AND SUCH TERM LOANS BEING
REFERRED TO COLLECTIVELY AS THE "INITIAL TERM LOAN") TO THE BORROWERS ON THE
CLOSING DATE, UPON THE SATISFACTION OF THE CONDITIONS PRECEDENT SET FORTH IN
ARTICLE 8, IN AN AMOUNT EQUAL TO SUCH TERM LENDER'S PRO RATA SHARE OF
$18,071,425.
THE INITIAL TERM LOAN SHALL INITIALLY BE A LIBOR RATE LOAN.
(B)
MAKING OF TERM LOAN.
SUBJECT TO SECTION 1.1, EACH
INITIAL LENDER TERM LOAN SHALL BE MADE AVAILABLE BY EACH TERM LENDER TO THE
AGENT IN SAME DAY FUNDS, TO THE AGENT'S DESIGNATED ACCOUNT, NOT LATER THAN 12:00
NOON (LOS ANGELES TIME) ON THE CLOSING DATE.
SUBJECT TO SECTION 1.1, AFTER THE
AGENT'S RECEIPT OF THE PROCEEDS OF SUCH INITIAL TERM LOAN, UPON SATISFACTION OF
THE CONDITIONS PRECEDENT SET FORTH IN ARTICLE 8, THE AGENT SHALL MAKE THE
PROCEEDS OF SUCH INITIAL TERM LOAN AVAILABLE TO THE BORROWERS ON SUCH DATE BY
TRANSFERRING SAME DAY FUNDS EQUAL TO THE PROCEEDS OF SUCH INITIAL TERM LOAN
RECEIVED BY THE AGENT TO THE BORROWERS' DESIGNATED ACCOUNT OR AS THE BORROWERS
SHALL OTHERWISE INSTRUCT IN WRITING.
(C)
TERM LOAN NOTES.
AT THE REQUEST OF ANY TERM
LENDER, THE BORROWERS SHALL EXECUTE AND DELIVER TO AGENT ON BEHALF OF EACH TERM
LENDER, ON THE CLOSING DATE, A PROMISSORY NOTE, SUBSTANTIALLY IN THE FORM OF
EXHIBIT A-2 ATTACHED HERETO AND MADE A PART HEREOF (SUCH PROMISSORY NOTES,
TOGETHER WITH ANY NEW NOTES ISSUED PURSUANT TO SECTION 11.2 UPON THE ASSIGNMENT
OF ANY PORTION OF ANY LENDER TERM LOAN, BEING HEREINAFTER REFERRED TO
COLLECTIVELY AS THE "INITIAL TERM LOAN NOTES" AND EACH OF SUCH PROMISSORY NOTES
BEING HEREINAFTER REFERRED TO INDIVIDUALLY AS AN "INITIAL TERM LOAN NOTE").
THE
INITIAL TERM LOAN NOTES, IF ANY, SHALL EVIDENCE THE INITIAL LENDER TERM LOAN OF
EACH TERM LENDER IN AN ORIGINAL PRINCIPAL AMOUNT EQUAL TO THAT TERM LENDER'S PRO
RATA SHARE OF $18,071,425 AND WITH OTHER APPROPRIATE INSERTIONS.
EACH INITIAL
TERM LOAN NOTE, IF ANY, SHALL BE DATED THE CLOSING DATE AND SHALL MATURE ON THE
STATED TERMINATION DATE.
EACH PAYMENT SHALL BE PAYABLE TO THE AGENT FOR THE
ACCOUNT OF THE APPLICABLE TERM LENDER.
THE INITIAL TERM LOAN SHALL BE PAYABLE
IN FULL ON THE EARLIER OF (X) THE DATE ON WHICH THIS AGREEMENT IS TERMINATED FOR
ANY REASON AND (Y) THE DATE THE REVOLVING CREDIT COMMITMENTS ARE TERMINATED OR