CONVERTED TO AN ABR
BORROWING. NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF, IF AN EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING AND THE ADMINISTRATIVE AGENT, AT THE REQUEST OF
THE REQUIRED LENDERS, SO NOTIFIES THE BORROWER, THEN, SO LONG AS AN EVENT OF
DEFAULT IS CONTINUING (I) NO OUTSTANDING BORROWING MAY BE CONVERTED TO OR
CONTINUED AS A EURODOLLAR BORROWING AND (II) UNLESS REPAID, EACH EURODOLLAR
BORROWING SHALL BE CONVERTED TO AN ABR BORROWING AT THE END OF THE INTEREST
PERIOD APPLICABLE THERETO.
SECTION 2.06. TERMINATION AND REDUCTION OF COMMITMENTS. (A)
UNLESS PREVIOUSLY
TERMINATED, THE TERM LOAN COMMITMENTS SHALL TERMINATE AT 5:00 P.M., NEW YORK
CITY TIME ON THE EFFECTIVE DATE.
(B)
THE BORROWER MAY AT ANY TIME TERMINATE, OR FROM TIME TO TIME REDUCE, THE
TERM LOAN COMMITMENTS, PROVIDED THAT EACH REDUCTION OF THE TERM LOAN COMMITMENTS
SHALL BE IN AN AMOUNT THAT IS AN INTEGRAL MULTIPLE OF $5,000,000 AND NOT LESS
THAN $5,000,000.
(C)
THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF ANY ELECTION TO
TERMINATE OR REDUCE THE TERM LOAN COMMITMENTS UNDER PARAGRAPH (B) OF THIS
SECTION AT LEAST THREE BUSINESS DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH
TERMINATION OR REDUCTION, SPECIFYING SUCH ELECTION AND THE EFFECTIVE DATE
THEREOF. PROMPTLY FOLLOWING RECEIPT OF ANY SUCH NOTICE, THE ADMINISTRATIVE AGENT
SHALL ADVISE THE LENDERS OF THE CONTENTS THEREOF. EACH NOTICE DELIVERED BY THE
BORROWER PURSUANT TO THIS SECTION SHALL BE IRREVOCABLE. ANY TERMINATION OR
REDUCTION OF THE TERM LOAN COMMITMENTS SHALL BE PERMANENT. EACH
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REDUCTION OF THE TERM LOAN COMMITMENTS SHALL BE MADE RATABLY AMONG THE LENDERS
IN ACCORDANCE WITH THEIR RESPECTIVE TERM LOAN COMMITMENTS.
SECTION 2.07. REPAYMENT OF LOANS; EVIDENCE OF DEBT. (A)
THE BORROWER HEREBY
UNCONDITIONALLY PROMISES TO PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF
EACH LENDER THE THEN UNPAID PRINCIPAL AMOUNT OF EACH TERM LOAN OF SUCH LENDER AS
PROVIDED IN SECTION 2.08.
(B)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE AN ACCOUNT
OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF THE BORROWER TO SUCH LENDER RESULTING
FROM EACH LOAN MADE BY SUCH LENDER, INCLUDING THE AMOUNTS OF PRINCIPAL AND
INTEREST PAYABLE AND PAID TO SUCH LENDER FROM TIME TO TIME HEREUNDER.
(C)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN ACCOUNTS IN WHICH IT SHALL RECORD
(I) THE AMOUNT OF EACH LOAN MADE HEREUNDER, THE TYPE THEREOF AND THE INTEREST
PERIOD APPLICABLE THERETO, (II) THE AMOUNT OF ANY PRINCIPAL OR INTEREST DUE AND
PAYABLE OR TO BECOME DUE AND PAYABLE FROM THE BORROWER TO EACH LENDER HEREUNDER
AND (III) THE AMOUNT OF ANY SUM RECEIVED BY THE ADMINISTRATIVE AGENT HEREUNDER
FOR THE ACCOUNT OF THE LENDERS AND EACH LENDER'S SHARE THEREOF.
(D)
THE ENTRIES MADE IN THE ACCOUNTS MAINTAINED PURSUANT TO PARAGRAPH (B) OR
(C) OF THIS SECTION SHALL BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS
OF THE OBLIGATIONS RECORDED THEREIN ABSENT MANIFEST ERROR, PROVIDED THAT THE
FAILURE OF ANY LENDER OR THE ADMINISTRATIVE AGENT TO MAINTAIN SUCH ACCOUNTS OR
ANY ERROR THEREIN SHALL NOT IN ANY MANNER AFFECT THE