DEFENSE OR OTHER RIGHT THAT SUCH LENDER OR ANY OTHER PERSON MAY HAVE
OR CLAIM AGAINST THE SWINGLINE LENDER, THE BORROWER OR ANY OTHER PERSON FOR ANY
REASON WHATSOEVER, (II) THE EXISTENCE OF A DEFAULT OR AN EVENT OF DEFAULT OR THE
TERMINATION OF ANY LENDER'S REVOLVING COMMITMENT, (III) THE EXISTENCE (OR
ALLEGED EXISTENCE) OF ANY EVENT OR CONDITION WHICH HAS HAD OR COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (IV) ANY BREACH OF THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT BY THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY
LENDER OR (V) ANY OTHER CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER, WHETHER OR
NOT SIMILAR TO ANY OF THE FOREGOING.
IF SUCH AMOUNT IS NOT IN FACT MADE
AVAILABLE TO THE SWINGLINE LENDER BY ANY LENDER, THE SWINGLINE LENDER SHALL BE
ENTITLED TO RECOVER SUCH AMOUNT ON DEMAND FROM SUCH LENDER, TOGETHER WITH
ACCRUED INTEREST THEREON FOR EACH DAY FROM THE DATE OF DEMAND THEREOF (I) AT THE
FEDERAL FUNDS RATE UNTIL THE SECOND BUSINESS DAY AFTER SUCH DEMAND AND (II) AT
THE BASE RATE AT ALL TIMES THEREAFTER.
UNTIL SUCH TIME AS SUCH LENDER MAKES ITS
REQUIRED PAYMENT, THE SWINGLINE LENDER SHALL BE DEEMED TO CONTINUE TO HAVE
OUTSTANDING SWINGLINE LOANS IN THE AMOUNT OF THE UNPAID PARTICIPATION FOR ALL
PURPOSES OF THE LOAN DOCUMENTS.
IN ADDITION, SUCH LENDER SHALL BE DEEMED TO
HAVE ASSIGNED ANY AND ALL PAYMENTS MADE OF PRINCIPAL AND INTEREST ON ITS LOANS
AND ANY OTHER AMOUNTS DUE TO IT HEREUNDER, TO THE SWINGLINE LENDER TO FUND THE
AMOUNT OF SUCH LENDER'S PARTICIPATION INTEREST IN SUCH SWINGLINE LOANS THAT SUCH
LENDER FAILED TO FUND PURSUANT TO THIS SECTION 2.4, UNTIL SUCH AMOUNT HAS BEEN
PURCHASED IN FULL.
SECTION 2.5.
TERM LOAN COMMITMENTS.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, EACH LENDER HAVING A TERM LOAN COMMITMENT SEVERALLY
AGREES TO MAKE TERM LOANS, RATABLY IN PROPORTION TO ITS PRO RATA SHARE, TO THE
BORROWER, ON THE CLOSING DATE IN THE PRINCIPAL AMOUNT OF $280,000,000 AND ON ONE
ADDITIONAL DATE DURING THE TERM LOAN COMMITMENT
26
AVAILABILITY PERIOD, IN AN AGGREGATE PRINCIPAL AMOUNT OUTSTANDING AT ANY TIME
THAT WILL NOT RESULT IN (A) SUCH LENDER'S AGGREGATE TERM LOANS EXCEEDING SUCH
LENDER'S TERM LOAN COMMITMENT OR (B) THE AGGREGATE TERM LOANS OF ALL LENDERS
EXCEEDING THE AGGREGATE TERM LOAN COMMITMENT AMOUNT.
DURING THE TERM LOAN
COMMITMENT AVAILABILITY PERIOD, THE BORROWER SHALL BE ENTITLED TO BORROW AND
PREPAY TERM LOANS IN ACCORDANCE WITH THE PROVISIONS HEREOF, BUT ONCE REPAID OR
PREPAID, TERM LOANS MAY NOT BE REBORROWED.
THE TERM LOANS MAY BE, FROM TIME TO
TIME, BASE RATE LOANS OR EURODOLLAR LOANS OR A COMBINATION THEREOF.
SECTION 2.6.
FUNDING OF BORROWINGS.
(A)
EACH LENDER WILL MAKE AVAILABLE EACH LOAN TO BE MADE BY IT HEREUNDER ON
THE PROPOSED DATE THEREOF BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS BY
11:00 A.M. (NEW YORK TIME) TO THE ADMINISTRATIVE AGENT AT THE PAYMENT OFFICE;
PROVIDED, THAT THE SWINGLINE LOANS WILL BE MADE AS SET FORTH IN SECTION 2.4.