UNITED STATES OF AMERICA IN IMMEDIATELY AVAILABLE
FUNDS, TO THE COLLECTION ACCOUNT (AS DEFINED BELOW) PRIOR TO 11:00 A.M. (NEW
YORK TIME) ON THE SPECIFIED DATE.
AGENT SHALL, UNLESS IT SHALL HAVE DETERMINED
THAT ONE OF THE CONDITIONS SET FORTH IN SECTION 4.1, 4.2 OR 4.3, AS APPLICABLE,
HAS NOT BEEN SATISFIED, BY 4:00 P.M. (NEW YORK TIME) ON SUCH DAY, CREDIT THE
AMOUNTS RECEIVED BY IT IN LIKE FUNDS TO BORROWER BY WIRE TRANSFER TO, UNLESS
OTHERWISE SPECIFIED IN A DISBURSEMENT LETTER (AS DEFINED BELOW), THE FOLLOWING
DEPOSIT ACCOUNT OF BORROWER (OR SUCH OTHER DEPOSIT ACCOUNT AS SPECIFIED IN
WRITING BY AN AUTHORIZED OFFICER OF BORROWER AND ACCEPTABLE TO AGENT) (THE
"DESIGNATED DEPOSIT ACCOUNT"):
[***]
2
(D)
NOTES.
THE TERM LOANS OF EACH LENDER SHALL BE EVIDENCED BY A
PROMISSORY NOTE SUBSTANTIALLY IN THE FORM OF EXHIBIT A HERETO (EACH A "NOTE"
AND, COLLECTIVELY, THE "NOTES"), AND BORROWER SHALL EXECUTE AND DELIVER A NOTE
TO EACH LENDER.
EACH NOTE SHALL REPRESENT THE OBLIGATION OF BORROWER TO PAY TO
SUCH LENDER THE LESSER OF (A) THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF ALL TERM
LOANS MADE BY SUCH LENDER TO BORROWER UNDER THIS AGREEMENT OR (B) THE AMOUNT OF
SUCH LENDER'S COMMITMENT, IN EACH CASE TOGETHER WITH INTEREST THEREON AS
PRESCRIBED IN SECTION 2.3(A).
(E)
AGENT MAY ASSUME FUNDING.
UNLESS AGENT SHALL HAVE RECEIVED NOTICE
FROM A LENDER PRIOR TO THE DATE OF ANY PARTICULAR TERM LOAN THAT SUCH LENDER
WILL NOT MAKE AVAILABLE TO AGENT SUCH LENDER'S PRO RATA SHARE OF SUCH TERM LOAN,
AGENT MAY ASSUME THAT SUCH LENDER HAS MADE SUCH AMOUNT AVAILABLE TO IT ON THE
DATE OF SUCH TERM LOAN IN ACCORDANCE WITH SUBSECTION (C) OF THIS SECTION 2.2,
AND MAY (BUT SHALL NOT BE OBLIGATED TO), IN RELIANCE UPON SUCH ASSUMPTION, MAKE
AVAILABLE A CORRESPONDING AMOUNT FOR THE ACCOUNT OF BORROWER ON SUCH DATE.
IF
AND TO THE EXTENT THAT SUCH LENDER SHALL NOT HAVE SO MADE SUCH AMOUNT AVAILABLE
TO AGENT, SUCH LENDER AND BORROWER SEVERALLY AGREE TO REPAY TO AGENT FORTHWITH
ON DEMAND SUCH CORRESPONDING AMOUNT TOGETHER WITH INTEREST THEREON, FOR EACH DAY
FROM THE DAY SUCH AMOUNT IS MADE AVAILABLE TO BORROWER UNTIL THE DAY SUCH AMOUNT
IS REPAID TO AGENT, AT (I) IN THE CASE OF BORROWER, A RATE PER ANNUM EQUAL TO
THE INTEREST RATE APPLICABLE THERETO PURSUANT TO SECTION 2.3(A), AND (II) IN THE
CASE OF SUCH LENDER, A FLOATING RATE PER ANNUM EQUAL TO, FOR EACH DAY FROM THE
DAY SUCH AMOUNT IS MADE AVAILABLE TO BORROWER UNTIL SUCH AMOUNT IS REIMBURSED TO
AGENT, THE WEIGHTED AVERAGE OF THE RATES ON OVERNIGHT FEDERAL FUNDS TRANSACTIONS
AMONG MEMBERS OF THE FEDERAL RESERVE SYSTEM, AS DETERMINED BY AGENT IN ITS SOLE
DISCRETION (THE "FEDERAL FUNDS RATE") FOR THE FIRST BUSINESS DAY AND THEREAFTER,
AT THE INTEREST RATE APPLICABLE TO SUCH TERM LOAN.
IF SUCH LENDER SHALL REPAY
SUCH CORRESPONDING AMOUNT TO AGENT, THE AMOUNT SO REPAID SHALL CONSTITUTE SUCH
LENDER'S LOAN INCLUDED IN SUCH TERM LOAN FOR PURPOSES OF