THE ORIGIN OF ANY SUCH
COMMUNICATION OR THE AUTHORITY OF THE PERSON SENDING IT.
(G)
A REQUEST BY THE LEAD BORROWER FOR LOAN OR ADVANCE OR OTHER
FINANCIAL ACCOMMODATION UNDER THE REVOLVING CREDIT SHALL BE IRREVOCABLE AND
SHALL CONSTITUTE CERTIFICATION BY EACH BORROWER THAT AS OF THE DATE OF SUCH
REQUEST, EACH OF THE FOLLOWING IS TRUE AND CORRECT:
(I)
THERE HAS BEEN NO MATERIAL ADVERSE
CHANGE IN THE BORROWERS' FINANCIAL CONDITION (TAKEN AS A WHOLE) FROM THE MOST
RECENT FINANCIAL INFORMATION FURNISHED ADMINISTRATIVE AGENT OR ANY LENDER
PURSUANT TO THIS AGREEMENT.
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(II)
EACH REPRESENTATION, NOT RELATING TO A
SPECIFIC DATE, WHICH IS MADE HEREIN OR IN ANY OF THE LOAN DOCUMENTS IS THEN TRUE
AND CORRECT IN ALL MATERIAL RESPECTS AS OF AND AS IF MADE ON THE DATE OF SUCH
REQUEST (EXCEPT (A) TO THE EXTENT OF CHANGES RESULTING FROM TRANSACTIONS
CONTEMPLATED OR PERMITTED BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS AND
CHANGES OCCURRING IN THE ORDINARY COURSE OF BUSINESS WHICH SINGLY OR IN THE
AGGREGATE WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND
(B) TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO
AN EARLIER DATE).
(III)
NO SUSPENSION EVENT OR EVENT OF DEFAULT HAS
OCCURRED WHICH IS CONTINUING.
(H)
IF, AT ANY TIME OR FROM TIME TO TIME, A SUSPENSION EVENT OR EVENT OF
DEFAULT EXISTS WHICH IS CONTINUING,
(I)
THE ADMINISTRATIVE AGENT MAY SUSPEND THE
REVOLVING CREDIT IMMEDIATELY, IN WHICH EVENT NEITHER THE ADMINISTRATIVE AGENT
NOR THE LENDERS SHALL BE OBLIGATED DURING SUCH SUSPENSION TO MAKE ANY LOANS OR
ADVANCES OR TO PROVIDE ANY FINANCIAL ACCOMMODATION HEREUNDER OR TO SEEK THE
ISSUANCE OF ANY L/C.
(II)
THE ADMINISTRATIVE AGENT MAY SUSPEND THE
RIGHT OF THE LEAD BORROWER TO REQUEST ANY INDEX LOAN OR TO CONVERT ANY BASE
MARGIN LOAN TO AN INDEX LOAN.
2.6
MAKING OF REVOLVING CREDIT LOANS.
(A)
A LOAN OR ADVANCE UNDER THE REVOLVING CREDIT SHALL BE MADE BY THE
TRANSFER OF THE PROCEEDS OF SUCH LOAN OR ADVANCE TO THE OPERATING ACCOUNT OR AS
OTHERWISE INSTRUCTED BY THE LEAD BORROWER.
(B)
A LOAN OR ADVANCE SHALL BE DEEMED TO HAVE BEEN MADE UNDER THE
REVOLVING CREDIT (AND THE BORROWERS SHALL BE INDEBTED TO THE AGENT OR LENDERS
FOR THE AMOUNT THEREOF IMMEDIATELY) UPON THE ADMINISTRATIVE AGENT'S INITIATION
OF THE TRANSFER OF THE PROCEEDS OF SUCH LOAN OR ADVANCE IN ACCORDANCE WITH THE
LEAD BORROWER'S INSTRUCTIONS (IF SUCH LOAN OR ADVANCE IS OF FUNDS REQUESTED BY
THE LEAD BORROWER) OR THE CHARGING OF THE AMOUNT OF SUCH LOAN TO THE LOAN
ACCOUNT (IN ALL OTHER CIRCUMSTANCES).
(C)
THERE SHALL NOT BE ANY RECOURSE TO OR LIABILITY OF THE AGENT OR
LENDERS (EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE AGENT OR LENDERS AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION), ON ACCOUNT OF:
(I)
ANY DELAY IN THE MAKING OF ANY LOAN OR
ADVANCE REQUESTED UNDER THE REVOLVING CREDIT.
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(II)
ANY DELAY BY ANY BANK