(5TH) BUSINESS DAY AFTER THE
BORROWING DATE FOR SUCH SWING LINE LOAN.
IN ADDITION, THE SWING LINE LENDER
(I) MAY AT ANY TIME IN ITS SOLE DISCRETION WITH RESPECT TO ANY OUTSTANDING SWING
LINE LOAN, OR (II) SHALL, ON THE FIFTH (5TH) BUSINESS DAY AFTER THE BORROWING
DATE OF ANY SWING LINE LOAN, REQUIRE EACH LENDER (INCLUDING THE SWING LINE
LENDER) TO MAKE A REVOLVING LOAN IN THE AMOUNT OF SUCH LENDER'S PRO RATA SHARE
OF SUCH SWING LINE LOAN (INCLUDING, WITHOUT LIMITATION, ANY INTEREST ACCRUED AND
UNPAID THEREON), FOR THE PURPOSE OF REPAYING SUCH SWING LINE LOAN.
NOT LATER
THAN 2:00 P.M. (CHICAGO TIME) ON THE DATE OF ANY NOTICE RECEIVED PURSUANT TO
THIS SECTION 2.4.4, EACH LENDER SHALL MAKE AVAILABLE ITS REQUIRED REVOLVING
LOAN, IN FUNDS IMMEDIATELY AVAILABLE IN CHICAGO TO THE AGENT AT ITS ADDRESS
SPECIFIED PURSUANT TO ARTICLE XIII.
REVOLVING LOANS MADE PURSUANT TO THIS
SECTION 2.4.4 SHALL INITIALLY BE FLOATING RATE LOANS AND THEREAFTER MAY BE
CONTINUED AS FLOATING RATE LOANS OR CONVERTED INTO EURODOLLAR LOANS IN THE
MANNER PROVIDED IN SECTION 2.9 AND SUBJECT TO THE OTHER CONDITIONS AND
LIMITATIONS SET FORTH IN THIS ARTICLE II.
UNLESS A LENDER SHALL HAVE NOTIFIED
THE SWING LINE LENDER, PRIOR TO ITS MAKING ANY SWING LINE LOAN, THAT ANY
APPLICABLE CONDITION PRECEDENT SET FORTH IN SECTIONS 4.1 OR 4.2 HAD NOT THEN
BEEN SATISFIED, SUCH LENDER'S OBLIGATION TO MAKE REVOLVING LOANS PURSUANT TO
THIS SECTION 2.4.4 TO REPAY SWING LINE LOANS SHALL BE UNCONDITIONAL, CONTINUING,
IRREVOCABLE AND ABSOLUTE AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCES,
INCLUDING, WITHOUT LIMITATION, (A) ANY SET-OFF, COUNTERCLAIM, RECOUPMENT,
DEFENSE OR OTHER RIGHT WHICH SUCH LENDER MAY HAVE AGAINST THE AGENT, THE SWING
LINE LENDER OR ANY OTHER PERSON, (B) THE OCCURRENCE OR CONTINUANCE OF A DEFAULT
OR UNMATURED DEFAULT, (C) ANY ADVERSE CHANGE IN THE CONDITION (FINANCIAL OR
OTHERWISE) OF THE BORROWER, OR (D) ANY OTHER CIRCUMSTANCES, HAPPENING OR EVENT
WHATSOEVER.
IN THE EVENT THAT ANY LENDER FAILS TO MAKE PAYMENT TO THE AGENT OF
ANY AMOUNT DUE UNDER THIS SECTION 2.4.4, THE AGENT SHALL BE ENTITLED TO RECEIVE,
RETAIN AND APPLY AGAINST SUCH OBLIGATION THE PRINCIPAL AND INTEREST OTHERWISE
PAYABLE TO SUCH LENDER HEREUNDER UNTIL THE AGENT RECEIVES SUCH PAYMENT FROM SUCH
LENDER OR SUCH OBLIGATION IS OTHERWISE FULLY SATISFIED.
IN ADDITION TO THE
FOREGOING, IF FOR ANY REASON ANY LENDER FAILS TO MAKE PAYMENT TO THE AGENT OF
ANY AMOUNT DUE UNDER THIS SECTION 2.4.4, SUCH LENDER SHALL BE DEEMED, AT THE
OPTION OF THE AGENT, TO HAVE UNCONDITIONALLY AND IRREVOCABLY PURCHASED FROM THE
SWING LINE LENDER, WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND
PARTICIPATION IN THE APPLICABLE SWING LINE LOAN IN THE AMOUNT OF SUCH REVOLVING
LOAN, AND SUCH INTEREST AND PARTICIPATION MAY BE RECOVERED FROM SUCH LENDER
TOGETHER WITH INTEREST THEREON AT THE FEDERAL FUNDS EFFECTIVE RATE FOR EACH DAY
DURING THE PERIOD COMMENCING ON THE DATE OF DEMAND AND ENDING ON THE DATE SUCH
AMOUNT IS RECEIVED.
ON THE FACILITY TERMINATION DATE, THE BORROWER SHALL