DISCRETION (INCLUDING IF THE ADMINISTRATIVE AGENT HAS TERMINATED OR SUSPENDED
THE SWING LINE AS PROVIDED ABOVE) MAY REQUEST, ON BEHALF OF THE COMPANY (WHICH
HEREBY IRREVOCABLY AUTHORIZES THE ADMINISTRATIVE AGENT TO SO REQUEST ON ITS
BEHALF), THAT EACH U.S. LENDER MAKE A REVOLVING LOAN IN AN AMOUNT EQUAL TO SUCH
U.S. LENDER'S COMMITMENT PERCENTAGE OF THE AMOUNT OF SWING LINE LOANS THEN
OUTSTANDING.
SUCH REQUEST SHALL BE MADE IN WRITING (WHICH WRITTEN REQUEST SHALL
BE DEEMED TO BE A NOTICE OF BORROWING FOR PURPOSES HEREOF) AND IN ACCORDANCE
WITH THE REQUIREMENTS OF SECTION 2.3, WITHOUT REGARD TO THE MINIMUM AND
MULTIPLES SPECIFIED THEREIN FOR THE PRINCIPAL AMOUNT OF U.S. BASE RATE LOANS,
BUT SUBJECT TO THE UNUTILIZED PORTION OF THE AGGREGATE COMMITMENT MINUS THE
CANADIAN SUBLIMIT AND THE CONDITIONS SET FORTH IN SECTION 4.2.
THE
ADMINISTRATIVE AGENT SHALL FURNISH THE COMPANY WITH A COPY OF THE APPLICABLE
NOTICE OF BORROWING.
EACH U.S. LENDER SHALL MAKE AN AMOUNT EQUAL TO ITS
COMMITMENT PERCENTAGE OF THE AMOUNT SPECIFIED IN SUCH NOTICE OF BORROWING
AVAILABLE TO THE ADMINISTRATIVE AGENT IN IMMEDIATELY AVAILABLE FUNDS AT THE
ADMINISTRATIVE AGENT'S PAYMENT OFFICE NOT LATER THAN 1:00 P.M., CHICAGO TIME, ON
THE DAY SPECIFIED IN SUCH NOTICE OF BORROWING, WHEREUPON, SUBJECT TO SUBSECTION
2.16(C)(II), EACH U.S. LENDER THAT SO MAKES FUNDS AVAILABLE SHALL BE DEEMED TO
HAVE MADE A U.S. BASE RATE LOAN TO THE COMPANY IN SUCH AMOUNT, UNLESS THE
COMPANY HAS ELECTED TO CONVERT SUCH LOAN INTO AN IBOR LOAN, AS PROVIDED IN
SUBSECTION 2.4(A)(III), IN WHICH CASE SUCH U.S. LENDER SHALL BE DEEMED TO HAVE
MADE ON IBOR LOAN TO THE COMPANY IN SUCH AMOUNT.
(II)
IF FOR ANY REASON ANY SWING LINE LOAN CANNOT BE FINANCED BY SUCH
A REVOLVING LOAN BORROWING IN ACCORDANCE WITH SUBSECTION 2.16(C)(I), THE REQUEST
FOR REVOLVING LOANS SUBMITTED BY THE ADMINISTRATIVE AGENT AS SET FORTH HEREIN,
SHALL BE DEEMED TO BE A REQUEST BY THE ADMINISTRATIVE AGENT THAT EACH OF THE
U.S. LENDERS FUND ITS RISK PARTICIPATION IN THE RELEVANT SWING LINE LOAN AND
EACH U.S. LENDER'S PAYMENT TO THE ADMINISTRATIVE AGENT PURSUANT TO SUBSECTION
2.16(C)(I) SHALL BE DEEMED TO BE PAYMENT IN RESPECT OF SUCH PARTICIPATION.
(III)
IF ANY U.S. LENDER FAILS TO MAKE AVAILABLE TO THE ADMINISTRATIVE
AGENT ANY AMOUNT REQUIRED TO BE PAID BY SUCH U.S. LENDER PURSUANT TO THE
FOREGOING PROVISIONS OF THIS SUBSECTION 2.16(C) BY THE TIME SPECIFIED IN
SUBSECTION 2.16(C)(I), THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RECOVER
FROM SUCH U.S. LENDER, ON DEMAND, SUCH AMOUNT WITH INTEREST THEREON FOR THE
PERIOD FROM THE DATE SUCH PAYMENT IS REQUIRED TO THE DATE ON WHICH SUCH PAYMENT
IS IMMEDIATELY AVAILABLE TO THE ADMINISTRATIVE AGENT AT A RATE PER ANNUM EQUAL
TO THE FEDERAL FUNDS RATE FROM TIME TO TIME IN EFFECT.
A CERTIFICATE OF THE
ADMINISTRATIVE AGENT SUBMITTED TO ANY U.S. LENDER WITH RESPECT TO ANY AMOUNTS
OWING UNDER THIS CLAUSE (III) SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
(IV)
EACH U.S. LENDER'S OBLIGATION TO MAKE REVOLVING LOANS OR TO
PURCHASE AND FUND RISK