OF A REVOLVING LOAN.
(D)
WHENEVER, AT ANY TIME AFTER THE SWINGLINE LENDER HAS RECEIVED FROM
ANY REVOLVING 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 THAT SUCH PAYMENT RECEIVED BY THE SWINGLINE LENDER IS
REQUIRED TO BE RETURNED, SUCH REVOLVING LENDER WILL RETURN TO THE SWINGLINE
LENDER ANY PORTION THEREOF PREVIOUSLY DISTRIBUTED TO IT BY THE SWINGLINE LENDER.
(E)
EACH REVOLVING LENDER'S OBLIGATION TO MAKE THE LOANS REFERRED TO
IN SECTION 3.4(B) AND TO PURCHASE PARTICIPATING INTERESTS PURSUANT TO
SECTION 3.4(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 REVOLVING LENDER OR THE BORROWER MAY HAVE AGAINST THE
SWINGLINE LENDER, THE 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 6; (III) ANY
ADVERSE CHANGE IN THE CONDITION (FINANCIAL OR OTHERWISE) OF THE BORROWER;
(IV) ANY BREACH OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY THE BORROWER,
ANY OTHER LOAN PARTY OR ANY OTHER REVOLVING LENDER; OR (V) ANY OTHER
CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF
THE FOREGOING.
3.5.
COMMITMENT FEES, ETC.
(A)
THE BORROWER AGREES TO PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH REVOLVING LENDER A COMMITMENT FEE
FOR THE PERIOD
39
FROM AND INCLUDING THE RESTATEMENT DATE TO THE LAST DAY OF THE REVOLVING
COMMITMENT PERIOD, COMPUTED AT THE COMMITMENT FEE RATE ON THE AVERAGE DAILY
AMOUNT OF THE AVAILABLE REVOLVING COMMITMENT OF SUCH LENDER DURING THE PERIOD
FOR WHICH PAYMENT IS MADE, PAYABLE QUARTERLY IN ARREARS ON THE LAST DAY OF EACH
MARCH, JUNE, SEPTEMBER AND DECEMBER AND ON THE REVOLVING TERMINATION DATE,
COMMENCING ON THE FIRST OF SUCH DATES TO OCCUR AFTER THE DATE HEREOF.
(B)
THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE AGENT THE FEES IN
THE AMOUNTS AND ON THE DATES PREVIOUSLY AGREED TO IN WRITING BY THE BORROWER AND
THE ADMINISTRATIVE AGENT.
(C)
THE BORROWER AGREES TO PAY TO THE LEAD ARRANGER THE FEES IN THE
AMOUNTS AND ON THE DATES PREVIOUSLY AGREED TO IN WRITING BY THE BORROWER AND THE
LEAD ARRANGER.
3.6.
Termination or Reduction of Revolving Commitments.
The Borrower
shall have the right, upon not less than three Business Days' notice to the
Administrative Agent, to terminate the Revolving Commitments or, from time to