IN SECTION 7, THE ADMINISTRATIVE AGENT SHALL MAKE
THE PROCEEDS OF SUCH REVOLVING LOAN AVAILABLE TO THE BORROWERS BY CAUSING AN
AMOUNT OF SAME DAY FUNDS EQUAL TO THE PROCEEDS OF SUCH REVOLVING LOAN RECEIVED
BY THE ADMINISTRATIVE AGENT FROM THE REVOLVING CREDIT LENDERS TO BE CREDITED TO
THE ACCOUNT OF THE BORROWERS AT THE ADMINISTRATIVE AGENT.
(D)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED BY ANY
REVOLVING CREDIT LENDER PRIOR TO THE DATE ON WHICH A REVOLVING LOAN IS TO BE
ADVANCED THAT SUCH REVOLVING CREDIT LENDER DOES NOT INTEND TO MAKE AVAILABLE TO
THE ADMINISTRATIVE AGENT THE AMOUNT OF SUCH REVOLVING CREDIT LENDER'S REVOLVING
LOAN REQUESTED ON SUCH DATE, THE ADMINISTRATIVE AGENT MAY ASSUME THAT SUCH
REVOLVING CREDIT LENDER WILL MAKE SUCH AMOUNT AVAILABLE TO THE ADMINISTRATIVE
AGENT ON SUCH DATE AND THAT THE ADMINISTRATIVE AGENT MAY, IN ITS SOLE
DISCRETION, BUT SHALL NOT BE OBLIGATED TO, MAKE AVAILABLE TO THE BORROWERS A
CORRESPONDING AMOUNT ON THE DATE OF SUCH ADVANCE.
IF SUCH CORRESPONDING AMOUNT
IS NOT IN FACT MADE AVAILABLE TO THE ADMINISTRATIVE AGENT BY SUCH REVOLVING
CREDIT LENDER, THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RECOVER SUCH
CORRESPONDING AMOUNT ON DEMAND FROM SUCH DELINQUENT LENDER TOGETHER WITH
(I) INTEREST THEREON, FOR EACH DAY FROM THE ADVANCE OF SUCH REVOLVING LOAN UNTIL
THE DATE SUCH AMOUNT IS PAID TO THE ADMINISTRATIVE AGENT, AT THE GREATER OF THE
RATE OF INTEREST ACCRUING ON SUCH REVOLVING LOAN AND A RATE DETERMINED BY THE
ADMINISTRATIVE AGENT IN ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK
COMPENSATION, PLUS (II) ANY ADMINISTRATIVE, PROCESSING OR SIMILAR FEES
CUSTOMARILY CHARGED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE
FOREGOING.
IF SUCH DELINQUENT LENDER DOES NOT PAY SUCH CORRESPONDING AMOUNT
FORTHWITH UPON THE ADMINISTRATIVE AGENT'S DEMAND THEREFOR, THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY THE BORROWERS AND THE BORROWERS SHALL IMMEDIATELY
PAY SUCH CORRESPONDING AMOUNT TO THE ADMINISTRATIVE AGENT TOGETHER WITH INTEREST
THEREON, FOR EACH DAY SUCH REVOLVING LOAN IS OUTSTANDING, AT THE RATE PAYABLE
UNDER THIS CREDIT AGREEMENT WITH RESPECT TO SUCH REVOLVING LOAN.
(E)
NOTHING IN THIS SECTION SHALL BE DEEMED TO RELIEVE ANY DELINQUENT
LENDER FROM ITS OBLIGATION TO FULFILL ITS REVOLVING LOAN COMMITMENT HEREUNDER,
TO PREJUDICE ANY RIGHTS THAT THE BORROWERS MAY HAVE AGAINST ANY DELINQUENT
LENDER AS A RESULT OF ANY DEFAULT BY SUCH DELINQUENT LENDER HEREUNDER, OR TO
REQUIRE THE BORROWERS TO PAY MORE THAN THE RATE OF INTEREST OTHERWISE APPLICABLE
TO THE PRINCIPAL AMOUNTS OUTSTANDING.
2.2
TERM LOAN.
2.2.1
COMMITMENTS TO MAKE TERM LOAN.
SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH IN THIS CREDIT AGREEMENT, EACH LENDER AGREES,
SEVERALLY AND NOT JOINTLY, TO LEND TO THE BORROWERS ON THE CLOSING DATE THE
AMOUNT OF ITS TERM LOAN COMMITMENT PERCENTAGE OF THE TERM LOAN. ON THE CLOSING
28
DATE THE TOTAL TERM LOAN SHALL BE $140,000,000.00.
ANY PRINCIPAL OF THE TERM
LOAN REPAID MAY NOT BE REBORROWED.
2.2.2
TERM NOTES.
AT THE REQUEST FROM TIME TO TIME OF
ANY TERM LOAN LENDER SUCH LENDER'S PORTION OF THE TERM