OR
OTHERWISE TO PROVIDE ANY CREDIT TO OR FOR THE BENEFIT OF THE BORROWERS WHERE THE
RESULT OF SUCH LOAN, ADVANCE, OR CREDIT IS AN OVERLOAN EXCEPT IN RESPECT TO
PERMISSIBLE OVERLOANS WHICH THE AGENTS DEEM PRUDENT.
(B)
THE LENDERS' OBLIGATIONS, AMONG THEMSELVES, ARE SUBJECT TO SECTION
3.3 OF THE AGENCY AGREEMENT (WHICH RELATES TO EACH LENDER'S MAKING AMOUNTS
AVAILABLE TO THE ADMINISTRATIVE AGENT) AND TO SECTIONS 6.1(D) AND 6.5(A) OF THE
AGENCY AGREEMENT (WHICH RELATE TO PERMISSIBLE OVERLOANS).
(C)
THE LENDERS' PROVIDING OF AN OVERLOAN ON ANY ONE OCCASION DOES NOT
AFFECT THE OBLIGATIONS OF THE BORROWERS HEREUNDER (SUCH AS THE BORROWERS'
OBLIGATION TO IMMEDIATELY REPAY ANY AMOUNT WHICH OTHERWISE CONSTITUTES AN
OVERLOAN) NOR SHALL IT OBLIGATE THE LENDERS TO DO SO ON ANY OTHER OCCASION.
2.3
RISKS OF VALUE OF COLLATERAL.
Any reference to a given asset in connection with the making of loans, credits,
and advances and the providing of financial accommodations under the Revolving
Credit and/or the monitoring of compliance with the provisions hereof shall not
be deemed a determination by any Agent or the Lenders relative to the actual
value of the asset in question.
All risks concerning the value of the
Collateral are and remain upon the Obligors.
All Collateral secures the prompt,
punctual, and faithful performance of the Liabilities and, with respect to the
Guarantor, secures its Liabilities, whether or not relied upon by the Agents in
connection with the making of loans,
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credits, and advances and the providing of financial accommodations under the
Revolving Credit.
2.4
COMMITMENT TO MAKE REVOLVING CREDIT LOANS AND SUPPORT LETTERS OF
CREDIT.
Subject to the provisions of this Agreement, the Lenders shall make a loan or
advance under the Revolving Credit and the Administrative Agent shall endeavor
to have an L/C issued for the account of the Borrowers, in each instance if duly
and timely requested by the Lead Borrower as provided herein provided that:
(A)
NO OVERLOAN IS THEN OUTSTANDING AND NONE WILL RESULT THEREFROM.
(B)
NO SUSPENSION EVENT OR EVENT OF DEFAULT HAS OCCURRED OR WOULD RESULT
THEREFROM.
2.5
REVOLVING CREDIT LOAN REQUESTS.
(A)
REQUESTS FOR LOANS AND ADVANCES UNDER THE REVOLVING CREDIT OR FOR
THE CONTINUANCE OR CONVERSION OF AN INTEREST RATE APPLICABLE TO A REVOLVING
CREDIT LOAN MAY BE REQUESTED BY THE LEAD BORROWER IN SUCH MANNER AS MAY FROM
TIME TO TIME BE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
(B)
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, THE LEAD BORROWER MAY
REQUEST A REVOLVING CREDIT LOAN AND ELECT AN INTEREST RATE AND INTEREST PERIOD
TO BE APPLICABLE TO THAT REVOLVING CREDIT LOAN BY GIVING NOTICE TO THE
ADMINISTRATIVE AGENT BY NO LATER THAN THE FOLLOWING:
(I)
IF SUCH REVOLVING CREDIT LOAN IS TO BE
OR IS TO BE CONVERTED TO A BASE MARGIN LOAN: BY 1:00 P.M. ON THE BUSINESS DAY ON
WHICH THE SUBJECT REVOLVING CREDIT LOAN IS TO BE MADE OR IS TO BE SO CONVERTED
.
BASE MARGIN LOANS REQUESTED BY THE LEAD BORROWER, OTHER THAN THOSE