REVOLVING LOAN 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 REVOLVING LOAN LENDER OR (V) ANY OTHER CIRCUMSTANCE,
HAPPENING OR EVENT WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING;
PROVIDED, HOWEVER, THAT THE OBLIGATION OF EACH LENDER TO MAKE ANY SUCH INDEX
RATE LOAN OR PURCHASE ANY SUCH PARTICIPATING INTEREST IS SUBJECT TO THE
CONDITION THAT THE SWINGLINE LENDER BELIEVED IN GOOD FAITH THAT ALL CONDITIONS
UNDER SECTION 3.2 WERE SATISFIED AT THE TIME THE SWINGLINE LOAN WAS MADE. IF
SUCH AMOUNT IS NOT IN FACT MADE AVAILABLE TO THE
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SWINGLINE LENDER BY ANY REVOLVING LOAN 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 REVOLVING LOAN
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
REVOLVING LOAN LENDER SHALL BE DEEMED TO HAVE ASSIGNED ANY AND ALL PAYMENTS MADE
OF PRINCIPAL AND INTEREST ON ITS REVOLVING LOANS AND ANY OTHER AMOUNTS DUE TO IT
HEREUNDER, TO THE SWINGLINE LENDER TO FUND THE AMOUNT OF SUCH REVOLVING LOAN
LENDER'S PARTICIPATION INTEREST IN SUCH SWINGLINE LOANS THAT SUCH REVOLVING LOAN
LENDER FAILED TO FUND PURSUANT TO THIS SECTION 2.4, UNTIL SUCH AMOUNT HAS BEEN
PURCHASED IN FULL.
SECTION 2.5.
RESERVED.
SECTION 2.6.
TERM LOAN COMMITMENTS. SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, EACH TERM LOAN LENDER SEVERALLY AGREES TO MAKE A
SINGLE LOAN (EACH, A "TERM LOAN") TO THE BORROWER ON THE CLOSING DATE IN A
PRINCIPAL AMOUNT NOT TO EXCEED THE TERM LOAN COMMITMENT OF SUCH TERM LOAN
LENDER; PROVIDED, THAT IF FOR ANY REASON THE FULL AMOUNT OF SUCH TERM LOAN
LENDER'S TERM LOAN COMMITMENT IS NOT FULLY DRAWN ON THE CLOSING DATE, THE
UNDRAWN PORTION THEREOF SHALL AUTOMATICALLY BE CANCELLED. THE TERM LOANS MAY BE,
FROM TIME TO TIME, INDEX RATE LOANS, BASE RATE LOANS OR EURODOLLAR LOANS OR A
COMBINATION THEREOF; PROVIDED, THAT ON THE CLOSING DATE ALL TERM LOANS SHALL BE
EURODOLLAR LOANS. AT NO TIME SHALL THE TOTAL NUMBER OF EURODOLLAR LOANS
OUTSTANDING AT ANY TIME EXCEED SIX. THE EXECUTION AND DELIVERY OF THIS AGREEMENT
BY THE BORROWER AND THE SATISFACTION OF ALL CONDITIONS PRECEDENT PURSUANT TO
SECTION 3.1 SHALL BE DEEMED TO CONSTITUTE THE BORROWER'S REQUEST TO BORROW THE
TERM LOANS ON THE CLOSING DATE.
SECTION 2.7.
FUNDING OF BORROWINGS.
(A)
EACH LENDER WILL MAKE AVAILABLE EACH LOAN TO BE MADE BY IT