AGENT AND THE LENDERS SHALL
GOVERN ABSENT MANIFEST ERROR.
EACH BORROWER FURTHER HEREBY AUTHORIZES LENDERS
AND ADMINISTRATIVE AGENT TO MAKE REVOLVING LOANS BASED ON ELECTRONIC NOTICES
MADE BY ANY PERSON WHICH ADMINISTRATIVE AGENT, IN GOOD FAITH, BELIEVES TO BE
AUTHORIZED AND ACTING ON BEHALF OF BORROWER REPRESENTATIVE, BUT ONLY AFTER
ADMINISTRATIVE AGENT SHALL HAVE ESTABLISHED PROCEDURES ACCEPTABLE TO
ADMINISTRATIVE AGENT FOR ACCEPTING ELECTRONIC NOTICES OF BORROWING, AS INDICATED
BY ADMINISTRATIVE AGENT'S WRITTEN CONFIRMATION THEREOF.
(III)
EACH BORROWER AND EACH REVOLVING LENDER
HEREBY AUTHORIZES ADMINISTRATIVE AGENT TO MAKE REVOLVING LOANS (WHICH SHALL BE
BASE RATE LOANS) ON BEHALF OF REVOLVING LENDERS, AT ANY TIME IN ITS SOLE
DISCRETION, (X) AS PROVIDED IN SECTION 2.2(E)(II), WITH RESPECT TO OBLIGATIONS
ARISING IN RESPECT OF SWINGLINE LOANS, (Y) AS PROVIDED IN SECTION 2.5(C), WITH
RESPECT TO OBLIGATIONS ARISING UNDER SUPPORT AGREEMENTS AND/OR LENDER LETTERS OF
CREDIT, AND (Z) TO PAY PRINCIPAL OWING IN RESPECT OF THE LOANS (EXCLUDING
PRINCIPAL PAYMENTS IN RESPECT OF THE LOANS COMMENCING ONE BUSINESS DAY FOLLOWING
RECEIPT BY ADMINISTRATIVE AGENT OF A WRITTEN NOTICE FROM ANY LENDER, IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 10.11, OF THE OCCURRENCE OF AN EVENT
OF DEFAULT), INTEREST AND REGULARLY SCHEDULED FEES OF ANY CREDIT PARTY FROM TIME
TO TIME ARISING HEREUNDER OR UNDER ANY OTHER FINANCING DOCUMENT AND, FOLLOWING
NOT LESS THAN TWO WEEKS PRIOR NOTICE THEREOF, ANY AND ALL FEES NOT OTHERWISE
DESCRIBED ABOVE, CHARGES AND EXPENSES OF ANY CREDIT PARTY FROM TIME TO TIME
ARISING UNDER
33
THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT, SO LONG AS, IN EACH CASE AFTER
GIVING EFFECT TO ANY SUCH REVOLVING LOANS, THE REVOLVING LOAN OUTSTANDINGS DO
NOT EXCEED THE REVOLVING LOAN LIMIT; PROVIDED, THAT (1) ADMINISTRATIVE AGENT
SHALL HAVE NO OBLIGATION AT ANY TIME TO MAKE ANY REVOLVING LOAN PURSUANT TO THE
PROVISIONS OF THE PRECEDING SUB-CLAUSE (Z) AND (2) ADMINISTRATIVE AGENT SHALL
HAVE NO RIGHT TO MAKE REVOLVING LOANS (A) AS PROVIDED IN EACH OF
SECTION 2.2(E)(II) AND SECTION 2.5(C) FOR THE ACCOUNT OF ANY REVOLVING LENDER
THAT WAS A NON-FUNDING REVOLVING LENDER AT THE TIME SWINGLINE LENDER ADVANCED A
SWINGLINE LOAN, ADMINISTRATIVE AGENT EXECUTED A SUPPORT AGREEMENT, OR AT THE
TIME OF ISSUANCE OF ANY LENDER LETTER OF CREDIT, FOR WHICH, IN ANY CASE,
REIMBURSEMENT OBLIGATIONS HAVE ARISEN PURSUANT TO EITHER
SECTION 2.2(E)(II) AND/OR SECTION 2.5(C) AND (B) FOR THE ACCOUNT OF ANY THEN
EXISTING NON-FUNDING REVOLVING LENDER TO PAY INTEREST, FEES, EXPENSES AND OTHER
CHARGES OF ANY CREDIT PARTY (OTHER THAN REIMBURSEMENT OBLIGATIONS THAT HAVE
ARISEN PURSUANT TO EITHER SECTION 2.2(E)(II) AND/OR SECTION 2.5(C) IN RESPECT OF
SUPPORT AGREEMENTS EXECUTED OR LENDER LETTERS OF CREDIT ISSUED AT THE TIME ANY
SUCH NON-FUNDING REVOLVING LENDER WAS NOT THEN A NON-FUNDING REVOLVING LENDER).
SUBJECT TO THE PRECEDING PROVISIONS OF THIS CLAUSE (III), ADMINISTRATIVE AGENT
SHALL HAVE THE RIGHT TO MAKE REVOLVING LOANS PURSUANT TO THE PROVISIONS OF THIS
CLAUSE (III) REGARDLESS OF WHETHER THE CONDITIONS PRECEDENT SET FORTH IN
SECTION 7.2 ARE THEN SATISFIED, INCLUDING THE EXISTENCE OF ANY DEFAULT OR EVENT