Revolving
Exposure exceeding such Lender's Revolving Commitment; and
(b)
to make a Term Loan to Borrower on the Closing Date in a principal
amount equal to its Term Loan Commitment.
Amounts paid or prepaid in respect of Term Loans may not be reborrowed.
Within
the limits set forth in clause (b) above and subject to the terms, conditions
and limitations set forth herein, Borrower may borrow, pay or prepay and
reborrow Revolving Loans.
SECTION 2.02.
LOANS
(A)
EACH LOAN (OTHER THAN SWINGLINE LOANS) SHALL BE MADE AS PART OF A
BORROWING CONSISTING OF LOANS MADE BY THE LENDERS RATABLY IN ACCORDANCE WITH
THEIR APPLICABLE COMMITMENTS; PROVIDED, HOWEVER, THAT THE FAILURE OF ANY LENDER
TO MAKE ANY LOAN SHALL NOT IN ITSELF RELIEVE ANY OTHER LENDER OF ITS OBLIGATION
TO LEND HEREUNDER (IT BEING UNDERSTOOD, HOWEVER, THAT NO LENDER SHALL BE
RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO MAKE ANY LOAN REQUIRED TO BE
MADE BY SUCH OTHER LENDER).
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EXCEPT FOR LOANS DEEMED MADE PURSUANT TO SECTION 2.02(F), LOANS COMPRISING ANY
BORROWING SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT THAT IS (I) AN INTEGRAL
MULTIPLE OF $250,000 AND NOT LESS THAN $1.0 MILLION OR (II) EQUAL TO THE
REMAINING AVAILABLE BALANCE OF THE APPLICABLE COMMITMENTS.
(B)
SUBJECT TO SECTIONS 2.11 AND 2.12, EACH BORROWING SHALL BE
COMPRISED ENTIRELY OF ABR LOANS OR EURODOLLAR LOANS AS BORROWER MAY REQUEST
PURSUANT TO SECTION 2.03.
EACH LENDER MAY AT ITS OPTION MAKE ANY EURODOLLAR
LOAN BY CAUSING ANY DOMESTIC OR FOREIGN BRANCH OR AFFILIATE OF SUCH LENDER TO
MAKE SUCH LOAN, SO LONG AS SUCH OPTION DOES NOT RESULT IN INCREASED COSTS TO
BORROWER; PROVIDED THAT ANY EXERCISE OF SUCH OPTION SHALL NOT AFFECT THE
OBLIGATION OF BORROWER TO REPAY SUCH LOAN IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
BORROWINGS OF MORE THAN ONE TYPE MAY BE OUTSTANDING AT THE SAME
TIME; PROVIDED, HOWEVER, THAT BORROWER SHALL NOT BE ENTITLED TO REQUEST ANY
BORROWING THAT, IF MADE, WOULD RESULT IN MORE THAN TEN EURODOLLAR BORROWINGS
OUTSTANDING HEREUNDER AT ANY TIME.
FOR PURPOSES OF THE FOREGOING, BORROWINGS
HAVING DIFFERENT INTEREST PERIODS, REGARDLESS OF WHETHER THEY COMMENCE ON THE
SAME DATE, SHALL BE CONSIDERED SEPARATE BORROWINGS.
(C)
EXCEPT WITH RESPECT TO LOANS MADE PURSUANT TO SECTION 2.02(F),
EACH LENDER SHALL MAKE EACH LOAN TO BE MADE BY IT HEREUNDER ON THE PROPOSED DATE
THEREOF BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO SUCH ACCOUNT IN
NEW YORK CITY AS THE ADMINISTRATIVE AGENT MAY DESIGNATE NOT LATER THAN
11:00 A.M., NEW YORK CITY TIME, AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY
CREDIT THE AMOUNTS SO RECEIVED TO AN ACCOUNT AS DIRECTED BY BORROWER IN THE
APPLICABLE BORROWING REQUEST MAINTAINED WITH THE ADMINISTRATIVE AGENT OR, IF A
BORROWING SHALL NOT OCCUR ON SUCH DATE BECAUSE ANY CONDITION PRECEDENT HEREIN
SPECIFIED SHALL NOT HAVE BEEN MET, RETURN THE AMOUNTS SO RECEIVED TO THE
RESPECTIVE LENDERS.
(D)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM A
LENDER PRIOR TO THE DATE OF ANY BORROWING THAT