DATE, INCLUDING,
WITHOUT LIMITATION, ALL (I) ACCRUED INTEREST THEREON, (II) ALL ACCRUED FEES
PROVIDED FOR HEREUNDER, AND (III) ANY AMOUNTS PAYABLE TO THE LENDERS PURSUANT TO
SECTIONS 4.9, 4.10, 4.16, 15.2, 15.3 AND 15.11, AND, IN ADDITION THERETO, SHALL
DELIVER TO THE ADMINISTRATIVE AGENT, IN RESPECT OF EACH OUTSTANDING LETTER OF
CREDIT AND BANKERS ACCEPTANCE, EITHER A SUPPORTING LETTER OF CREDIT OR CASH
COLLATERAL AS PROVIDED IN SECTION 3.9.
ADDITIONALLY, THE BORROWER SHALL PROVIDE
THE ADMINISTRATIVE AGENT AND THE LENDERS WITH INDEMNIFICATION IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT IN ITS REASONABLE JUDGMENT
WITH RESPECT TO SUCH MATTERS AS THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL
REASONABLY REQUIRE AND A GENERAL RELEASE OF ALL CLAIMS.
FOLLOWING A NOTICE OF
TERMINATION AS PROVIDED FOR IN THIS SECTION 4.6 AND UPON PAYMENT IN FULL OF THE
AMOUNTS SPECIFIED IN THIS SECTION 4.6, AND EXECUTION AND DELIVERY OF ANY
REQUIRED INDEMNIFICATION AND RELEASE, THIS AGREEMENT SHALL BE TERMINATED AND THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER SHALL HAVE NO FURTHER
OBLIGATIONS TO ANY OTHER PARTY HERETO, EXCEPT FOR THE OBLIGATIONS TO THE
ADMINISTRATIVE AGENT AND THE LENDERS PURSUANT TO SECTION 15.11 HEREOF, WHICH
SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
SECTION 4.7
MAKING OF LOANS.
(A)
NATURE OF OBLIGATIONS OF LENDERS TO MAKE LOANS.
THE OBLIGATIONS
OF THE LENDERS UNDER THIS AGREEMENT TO MAKE THE LOANS ARE SEVERAL AND ARE NOT
JOINT OR JOINT AND SEVERAL.
(B)
ASSUMPTION BY AGENT.
SUBJECT TO THE PROVISIONS OF SECTION 4.8 AND
NOTWITHSTANDING THE OCCURRENCE OR CONTINUANCE OF A DEFAULT OR EVENT OF DEFAULT
OR OTHER FAILURE OF ANY CONDITION TO THE MAKING OF LOANS UNDER THE REVOLVING
CREDIT FACILITY HEREUNDER, UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
NOTICE FROM A LENDER IN ACCORDANCE WITH THE
45
PROVISIONS OF SECTION 4.7(C) PRIOR TO A PROPOSED BORROWING DATE THAT SUCH LENDER
WILL NOT MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT SUCH LENDER'S PROPORTIONATE
SHARE OF THE REVOLVING CREDIT LOAN TO BE BORROWED ON SUCH DATE, THE
ADMINISTRATIVE AGENT MAY ASSUME THAT SUCH LENDER WILL MAKE SUCH PROPORTIONATE
SHARE AVAILABLE TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTION 2.2(A),
AND THE ADMINISTRATIVE AGENT MAY, IN RELIANCE UPON SUCH ASSUMPTION, MAKE
AVAILABLE TO THE BORROWER ON SUCH DATE A CORRESPONDING AMOUNT.
IF AND TO THE
EXTENT SUCH LENDER SHALL NOT MAKE SUCH PROPORTIONATE SHARE AVAILABLE TO THE
ADMINISTRATIVE AGENT, SUCH LENDER AND THE BORROWER SEVERALLY AGREE TO REPAY TO
THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH CORRESPONDING AMOUNT TOGETHER
WITH INTEREST THEREON FOR EACH DAY FROM THE DATE SUCH AMOUNT IS MADE AVAILABLE
TO THE BORROWER UNTIL THE DATE SUCH AMOUNT IS REPAID TO THE ADMINISTRATIVE AGENT
AT THE EFFECTIVE INTEREST RATE OR, IF LOWER, SUBJECT TO SECTION 4.1(F), THE
MAXIMUM RATE IF REPAID BY THE BORROWER OR AT THE FEDERAL FUNDS EFFECTIVE RATE,
IF PAID BY SUCH LENDER.
IF SUCH LENDER SHALL REPAY TO THE ADMINISTRATIVE AGENT
SUCH CORRESPONDING AMOUNT, THE AMOUNT SO REPAID SHALL CONSTITUTE SUCH LENDER'S
PROPORTIONATE SHARE OF THE LOAN MADE ON SUCH