SHALL, ON THE
DATE SUCH LOAN WAS TO HAVE BEEN MADE PURSUANT TO THE NOTICE REFERRED TO IN
SECTION 2.4(B), PURCHASE FOR CASH AN UNDIVIDED PARTICIPATING INTEREST IN THE
THEN OUTSTANDING SWINGLINE LOANS BY PAYING TO THE SWINGLINE LENDER AN AMOUNT
(THE "SWINGLINE PARTICIPATION AMOUNT") EQUAL TO (I) SUCH LENDER'S REVOLVING
PERCENTAGE TIMES (II) THE SUM OF THE AGGREGATE PRINCIPAL AMOUNT OF SWINGLINE
LOANS THEN OUTSTANDING THAT WERE TO HAVE BEEN REPAID WITH SUCH LOANS.
(D)
WHENEVER, AT ANY TIME AFTER THE SWINGLINE LENDER HAS RECEIVED FROM ANY
LENDER SUCH LENDER'S SWINGLINE PARTICIPATION AMOUNT, THE SWINGLINE LENDER
RECEIVES ANY PAYMENT ON ACCOUNT OF THE SWINGLINE LOANS, THE SWINGLINE LENDER
WILL DISTRIBUTE TO SUCH LENDER ITS SWINGLINE PARTICIPATION AMOUNT (APPROPRIATELY
ADJUSTED, IN THE CASE OF INTEREST PAYMENTS, TO REFLECT THE PERIOD OF TIME DURING
WHICH SUCH LENDER'S PARTICIPATING INTEREST WAS OUTSTANDING AND FUNDED AND, IN
THE CASE OF PRINCIPAL AND INTEREST PAYMENTS, TO REFLECT SUCH LENDER'S PRO RATA
PORTION OF SUCH PAYMENT IF SUCH PAYMENT IS NOT SUFFICIENT TO PAY THE PRINCIPAL
OF AND INTEREST ON ALL SWINGLINE LOANS THEN DUE); PROVIDED, HOWEVER, THAT IN THE
EVENT
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THAT SUCH PAYMENT RECEIVED BY THE SWINGLINE LENDER IS REQUIRED TO BE RETURNED,
SUCH LENDER WILL RETURN TO THE SWINGLINE LENDER ANY PORTION THEREOF PREVIOUSLY
DISTRIBUTED TO IT BY THE SWINGLINE LENDER.
(E)
EACH LENDER'S OBLIGATION TO MAKE THE LOANS REFERRED TO IN
SECTION 2.4(B) AND TO PURCHASE PARTICIPATING INTERESTS PURSUANT TO
SECTION 2.4(C) SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY
ANY CIRCUMSTANCE, INCLUDING (I) ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR
OTHER RIGHT THAT SUCH LENDER OR ANY BORROWER MAY HAVE AGAINST THE SWINGLINE
LENDER, ANY BORROWER OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER, (II) THE
OCCURRENCE OR CONTINUANCE OF A DEFAULT OR AN EVENT OF DEFAULT OR THE FAILURE TO
SATISFY ANY OF THE OTHER CONDITIONS SPECIFIED IN SECTION 5, (III) ANY ADVERSE
CHANGE IN THE FINANCIAL CONDITION OF THE PARENT BORROWER, (IV) ANY BREACH OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY BORROWER, ANY OTHER LOAN PARTY
OR ANY OTHER LENDER OR (V) ANY OTHER CIRCUMSTANCE, HAPPENING OR EVENT
WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING.
2.5
Facility Fees, Utilization Fees, etc.(a)
The Parent Borrower agrees to pay to the Administrative Agent for the account of
each Lender a facility fee (payable in Dollars) for the period from and
including the date hereof to the last day of the Commitment Period, computed at
the Facility Fee Rate on the average daily amount of the Commitment of such
Lender (whether used or unused) during the period for which payment is made,
payable quarterly in arrears on each Fee Payment Date, commencing on the first
such date to occur after the date hereof.
(B)
THE PARENT BORROWER AGREES TO PAY TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF EACH LENDER A UTILIZATION FEE (PAYABLE IN DOLLARS) FOR THE PERIOD
FROM AND INCLUDING THE DATE HEREOF TO THE LAST DAY OF THE COMMITMENT