AFORESAID ADDRESS.
(D)
REPAYMENT OF SWING LINE LOANS.
EACH SWING LINE LOAN SHALL BE PAID
IN FULL BY THE BORROWER ON OR BEFORE THE FIFTH (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 PERCENTAGE 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 NOON (CHICAGO TIME) ON THE DATE OF ANY NOTICE RECEIVED PURSUANT TO THIS
SECTION 2.13, EACH LENDER SHALL MAKE AVAILABLE ITS REQUIRED REVOLVING LOAN, IN
FUNDS IMMEDIATELY AVAILABLE IN CHICAGO TO THE ADMINISTRATIVE AGENT AT ITS
ADDRESS SPECIFIED PURSUANT TO ARTICLE XIII.
REVOLVING LOANS MADE PURSUANT TO
THIS SECTION 2.13 SHALL INITIALLY BE PRIME ADVANCES AND THEREAFTER MAY BE
CONTINUED AS PRIME ADVANCES OR
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CONVERTED INTO LIBOR ADVANCES IN THE MANNER PROVIDED IN SECTION 2.10 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 5.1 OR
5.2 HAD NOT THEN BEEN SATISFIED, SUCH LENDER'S OBLIGATION TO MAKE REVOLVING
LOANS PURSUANT TO THIS SECTION 2.13 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
ADMINISTRATIVE 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 CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER.
IN THE EVENT THAT ANY LENDER
FAILS TO MAKE PAYMENT TO THE ADMINISTRATIVE AGENT OF ANY AMOUNT DUE UNDER THIS
SECTION 2.13, THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RECEIVE, RETAIN AND
APPLY AGAINST SUCH OBLIGATION THE PRINCIPAL AND INTEREST OTHERWISE PAYABLE TO
SUCH LENDER HEREUNDER UNTIL THE ADMINISTRATIVE 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
ADMINISTRATIVE AGENT OF ANY AMOUNT DUE UNDER THIS SECTION 2.13, SUCH LENDER
SHALL BE DEEMED, AT THE OPTION OF THE ADMINISTRATIVE 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