the respective meanings assigned to such terms in the UCC, as amended
from time to time, to the extent the same are used or defined herein.
ARTICLE II:
REVOLVING LOAN AND TERM LOAN FACILITIES
2.1
REVOLVING LOANS.
(A)
UPON THE SATISFACTION OF THE CONDITIONS
PRECEDENT SET FORTH IN SECTIONS 5.1 AND 5.2, FROM AND INCLUDING THE CLOSING DATE
AND PRIOR TO THE TERMINATION DATE, LENDER AGREES, ON THE TERMS AND CONDITIONS
SET FORTH IN THIS AGREEMENT, TO MAKE REVOLVING LOANS TO THE BORROWER FROM TIME
TO TIME, IN DOLLARS EITHER AS FLOATING RATE LOANS OR FIXED-RATE LOANS IN A
DOLLAR AMOUNT AS THE BORROWER MAY FROM TIME TO TIME REQUEST, (EACH INDIVIDUALLY,
A "REVOLVING LOAN" AND, COLLECTIVELY, THE "REVOLVING LOANS"); PROVIDED, HOWEVER,
(I) AT NO TIME SHALL THE DOLLAR AMOUNT OF THE REVOLVING CREDIT OBLIGATIONS
EXCEED THE REVOLVING LOAN AVAILABILITY, OR (II)
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SHALL THE PROCEEDS OF ANY REVOLVING LOAN MADE BY LENDER BE USED TO MAKE ANY
PAYMENT (OTHER THAN FOR ACCRUED INTEREST) REDEMPTION, REPURCHASE, RETIREMENT,
DEFEASANCE OR OTHER ACQUISITION FOR VALUE OF ANY BORROWER SUBORDINATED DEBT.
THE REVOLVING LOANS SHALL BE USED BY THE BORROWER FOR THE PURPOSE OF REFINANCING
EXISTING DEBT AND FOR WORKING CAPITAL AND GENERAL CORPORATE PURPOSES.
SUBJECT
TO THE TERMS OF THIS AGREEMENT, THE BORROWER MAY BORROW, REPAY AND REBORROW
REVOLVING LOANS AT ANY TIME PRIOR TO THE TERMINATION DATE.
THE REVOLVING LOANS
MADE ON THE CLOSING DATE OR ON OR BEFORE THE THIRD (3RD) BUSINESS DAY THEREAFTER
SHALL INITIALLY BE FLOATING RATE LOANS AND THEREAFTER MAY BE CONTINUED AS
FLOATING RATE LOANS OR CONVERTED INTO EURODOLLAR RATE LOANS IN THE MANNER
PROVIDED IN SECTION 2.8 AND SUBJECT TO THE OTHER CONDITIONS AND EXISTING
LIMITATIONS THEREIN SET FORTH AND SET FORTH IN THIS ARTICLE II AND SET FORTH IN
THE DEFINITION OF INTEREST PERIOD.
REVOLVING LOANS MADE AFTER THE THIRD (3RD)
BUSINESS DAY AFTER THE CLOSING DATE SHALL BE, AT THE OPTION OF THE BORROWER,
SELECTED IN ACCORDANCE WITH SECTION 2.8, EITHER FLOATING RATE LOANS OR
EURODOLLAR RATE LOANS.
ON THE REVOLVING LOAN TERMINATION DATE, THE BORROWER
SHALL REPAY IN FULL THE OUTSTANDING PRINCIPAL BALANCE OF THE REVOLVING LOANS.
(B)
BORROWING/ELECTION NOTICE.
IN ACCORDANCE
WITH SECTION 2.12, THE BORROWER MAY TELEPHONICALLY REQUEST ADVANCES HEREUNDER.
IF A TELEPHONIC REQUEST IS NOT MADE WITH RESPECT TO ANY ADVANCE IN ACCORDANCE
WITH SECTION 2.12, THEN THE BORROWER SHALL DELIVER TO THE LENDER A
BORROWING/ELECTION NOTICE, SIGNED BY IT, IN ACCORDANCE WITH THE TERMS OF
SECTION 2.6, IN ORDER TO REQUEST SUCH ADVANCE.
(C)
MAKING OF REVOLVING LOANS.
PROMPTLY AFTER
RECEIPT OF THE BORROWING/ELECTION NOTICE UNDER SECTION 2.6 OR A TELEPHONIC
REQUEST IN ACCORDANCE WITH SECTION 2.12 IN RESPECT OF REVOLVING LOANS THE LENDER
WILL PROMPTLY MAKE THE FUNDS AVAILABLE TO THE BORROWER AT THE LENDER'S OFFICE IN
CHICAGO, ILLINOIS OR THE LENDER'S EURODOLLAR PAYMENT OFFICE ON THE APPLICABLE
BORROWING DATE AND SHALL DISBURSE SUCH PROCEEDS IN ACCORDANCE WITH THE
BORROWER'S DISBURSEMENT INSTRUCTIONS SET FORTH IN SUCH BORROWING/ELECTION
NOTICE.
2.2
RATE OPTIONS FOR ALL ADVANCES; MAXIMUM
INTEREST