IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES SET FORTH
HEREIN, EACH TERM LOAN LENDER SEVERALLY, BUT NOT JOINTLY, AGREES TO MAKE
AVAILABLE TO THE BORROWERS (THROUGH THE ADMINISTRATIVE AGENT) (I) ON THE CLOSING
DATE SUCH TERM LOAN LENDER'S TERM LOAN COMMITMENT PERCENTAGE OF A TERM LOAN IN
DOLLARS (THE "INITIAL TERM LOAN") IN THE AGGREGATE PRINCIPAL AMOUNT OF
SEVENTY-EIGHT MILLION NINE HUNDRED ELEVEN THOUSAND ONE HUNDRED SEVENTY-NINE
DOLLARS AND NINETY-ONE CENTS ($78,911,179.91) AND (II) FROM TIME TO TIME
FOLLOWING THE CLOSING DATE SUCH TERM LOAN LENDER'S TERM LOAN COMMITMENT
PERCENTAGE OF A TERM LOAN IN DOLLARS (EACH SUCH TERM LOAN, A "DELAYED DRAW TERM
LOAN", AND COLLECTIVELY, THE "DELAYED DRAW TERM LOANS"), IN THE CASE OF EACH
SUCH TERM LOAN IN AN AMOUNT EQUAL TO THE AMOUNT DRAWN ON ANY NON-CASH
COLLATERALIZED LETTER OF CREDIT PURSUANT TO SECTION 2.3(C)(III); PROVIDED THAT,
THE AGGREGATE AMOUNT OF THE INITIAL TERM LOAN AND THE INITIAL AMOUNTS OF ALL
DELAYED DRAW TERM LOANS (THE DELAYED DRAW TERM LOAN AND THE INITIAL TERM LOAN,
THE "TERM LOAN"), SHALL NOT EXCEED AN AMOUNT EQUAL TO ONE HUNDRED FIFTEEN
MILLION SIX HUNDRED EIGHTY THOUSAND TWO HUNDRED EIGHTY-NINE DOLLARS AND ONE CENT
($115,680,289.01) (THE "TERM LOAN COMMITTED AMOUNT").
THE TERM LOAN COLLATERAL
AND THE ALLOCATED TERM LOAN AMOUNT FOR EACH ITEM OF TERM LOAN COLLATERAL SHALL
BE EVIDENCED BY CONFIRMATIONS EXECUTED BY THE APPLICABLE BORROWER AND THE
ADMINISTRATIVE AGENT.
UPON RECEIPT BY THE ADMINISTRATIVE AGENT OF THE PROCEEDS
OF THE TERM LOAN, SUCH PROCEEDS WILL THEN BE MADE AVAILABLE TO THE BORROWERS BY
THE ADMINISTRATIVE AGENT BY CREDITING THE ACCOUNT OF THE BORROWERS ON THE BOOKS
OF THE OFFICE OF THE ADMINISTRATIVE AGENT SPECIFIED IN SECTION 10.2, OR AT SUCH
OTHER OFFICE AS THE BORROWERS MAY DESIGNATE IN WRITING, WITH THE AGGREGATE OF
SUCH PROCEEDS MADE AVAILABLE TO THE ADMINISTRATIVE AGENT BY THE TERM LOAN
LENDERS AND IN LIKE FUNDS AS RECEIVED BY THE ADMINISTRATIVE AGENT (OR BY
CREDITING SUCH OTHER ACCOUNT(S) AS DIRECTED BY THE BORROWERS).
TERM LOANS MUST
BE REPAID IN ACCORDANCE WITH THE PROVISIONS HEREOF AND WILL CONSIST ONLY OF
39
LIBOR RATE LOANS; PROVIDED, HOWEVER, THAT IF THE LIBOR RATE IS NOT AVAILABLE,
ALL LIBOR RATE LOANS SHALL ACCRUE INTEREST AT THE ALTERNATE BASE RATE UNTIL SUCH
TIME AS THE LIBOR RATE IS AVAILABLE.
LIBOR RATE LOANS SHALL BE MADE BY EACH
TERM LOAN LENDER AT ITS LIBOR LENDING OFFICE.
(B)
REPAYMENT OF TERM LOAN.
ALL OUTSTANDING
AMOUNTS UNDER THE TERM LOAN SHALL BE DUE AND PAYABLE IN FULL AND ALL RELATED
INTEREST RATE PROTECTION AGREEMENTS SHALL BE TERMINATED AND ALL AMOUNTS DUE
THEREUNDER SHALL BE PAID IN FULL ON THE MATURITY DATE UNLESS ACCELERATED SOONER
PURSUANT TO SECTION 7.2.
THE BORROWERS SHALL HAVE THE RIGHT TO REPAY TERM LOANS
IN WHOLE OR IN PART FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS AND
RESTRICTIONS SET FORTH IN SECTION 2.7; PROVIDED, HOWEVER, THAT ANY RELATED
INTEREST RATE PROTECTION AGREEMENTS SHALL BE TERMINATED IN WHOLE OR IN PART, AS
APPLICABLE, AND ANY AMOUNTS