FOR, OR BE DEEMED TO INCLUDE, THE NEUTER, THE FEMININE
GENDER WILL BE SUBSTITUTED FOR THE MASCULINE, OR THE MASCULINE WILL BE DEEMED TO
INCLUDE THE FEMININE, AND THE NEUTER GENDER WILL BE SUBSTITUTED FOR, OR BE
DEEMED TO INCLUDE, THE MASCULINE OR, AS APPLICABLE, FEMININE GENDER.
26
ARTICLE II
THE FACILITY
2.1.
The Facility.
The Lender agrees, on the terms
and conditions set forth in this Agreement, to (a) make Revolving Loans to the
Borrowers as set forth below and (b) issue Facility LCs upon the request of the
Borrower Representative, provided that, after giving effect to the making of
each such Revolving Loan and the issuance of each such Facility LC, the Credit
Exposure shall not exceed the Commitment.
The Facility shall be composed of
Revolving Loans and Facility LCs as set forth below:
2.1.1.
REVOLVING LOANS.
(A)
AMOUNT. FROM AND INCLUDING THE EFFECTIVE
DATE AND PRIOR TO THE FACILITY TERMINATION DATE, THE LENDER AGREES, ON THE TERMS
AND CONDITIONS SET FORTH IN THIS AGREEMENT, TO MAKE REVOLVING LOANS TO THE
BORROWERS AND ISSUE FACILITY LCS AS SET FORTH IN SECTION 2.1.2 BELOW ON THE
REQUEST OF THE BORROWER REPRESENTATIVE.
IF ANY ADVANCE OF A REVOLVING LOAN OR
ISSUANCE OF A FACILITY LC WOULD EXCEED AVAILABILITY, THE LENDER WILL REFUSE TO
MAKE OR MAY OTHERWISE RESTRICT THE MAKING OF REVOLVING LOANS OR THE ISSUANCE OF
FACILITY LCS AS THE LENDER DETERMINES UNTIL SUCH EXCESS HAS BEEN ELIMINATED. THE
REVOLVING LOANS MAY CONSIST OF FLOATING RATE LOANS OR EURODOLLAR LOANS, OR A
COMBINATION THEREOF, SELECTED BY THE BORROWER REPRESENTATIVE IN ACCORDANCE WITH
SECTIONS 2.1.1(B) AND 2.6.
SUBJECT TO THE TERMS OF THIS AGREEMENT, THE
BORROWERS MAY BORROW, REPAY AND REBORROW REVOLVING LOANS AT ANY TIME PRIOR TO
THE FACILITY TERMINATION DATE.
THE COMMITMENT TO EXTEND CREDIT UNDER THIS
SECTION 2.1.1(A) SHALL EXPIRE ON THE FACILITY TERMINATION DATE.
(B)
BORROWING PROCEDURES.
THE BORROWER
REPRESENTATIVE SHALL (I) SELECT THE TYPE OF LOAN AND, IN THE CASE OF EACH
EURODOLLAR LOAN, THE INTEREST PERIOD APPLICABLE THERETO, FROM TIME TO TIME AND
(II) GIVE THE LENDER IRREVOCABLE NOTICE (A "BORROWING NOTICE") NOT LATER THAN
11:00 A.M. (CHICAGO, ILLINOIS TIME) ON EACH BORROWING DATE OF EACH FLOATING RATE
LOAN AND THREE BUSINESS DAYS BEFORE THE BORROWING DATE FOR EACH EURODOLLAR LOAN,
SPECIFYING (IN THE FORM OF EXHIBIT A FOR EURODOLLAR LOANS): (1) THE BORROWING
DATE, WHICH SHALL BE A BUSINESS DAY, OF SUCH LOAN, (2) THE AGGREGATE AMOUNT OF
SUCH LOAN, (3) THE TYPE OF LOAN SELECTED; PROVIDED THAT, IF THE BORROWER
REPRESENTATIVE FAILS TO SPECIFY THE TYPE OF LOAN REQUESTED, SUCH REQUEST SHALL
BE DEEMED A REQUEST FOR A FLOATING RATE LOAN; AND (4) THE DURATION OF THE
INTEREST PERIOD IF THE TYPE OF LOAN REQUESTED IS A EURODOLLAR LOAN; PROVIDED
THAT, IF THE BORROWER REPRESENTATIVE FAILS TO SELECT THE DURATION OF THE
INTEREST PERIOD FOR THE REQUESTED EURODOLLAR LOAN, THE BORROWERS SHALL BE DEEMED
TO HAVE REQUESTED THAT SUCH EURODOLLAR LOAN BE MADE WITH AN INTEREST PERIOD OF
ONE MONTH.
2.1.2.