CONDITION PRECEDENT SET FORTH IN SECTIONS 4.1 OR 4.2 HAD NOT 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 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 ADMINISTRATIVE AGENT OF ANY
AMOUNT DUE UNDER THIS SECTION 2.4.4, 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 2.4.4, 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 FOR EACH DAY DURING THE
PERIOD COMMENCING ON THE DATE OF DEMAND AND ENDING ON THE DATE SUCH AMOUNT IS
RECEIVED.
ON THE REVOLVING LOAN
25
TERMINATION DATE, THE BORROWER SHALL REPAY IN FULL THE OUTSTANDING PRINCIPAL
BALANCE OF THE SWING LINE LOANS.
2.5.
COMMITMENT FEE; AGGREGATE REVOLVING LOAN COMMITMENT.
2.5.1
COMMITMENT FEE.
THE BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT, FOR
THE ACCOUNT OF THE LENDERS IN ACCORDANCE WITH THEIR PRO RATA SHARES, FROM AND
AFTER THE CLOSING DATE UNTIL THE DATE ON WHICH THE AGGREGATE REVOLVING LOAN
COMMITMENT SHALL BE TERMINATED IN WHOLE, A COMMITMENT FEE (THE "COMMITMENT FEE")
ACCRUING AT THE RATE OF THE THEN APPLICABLE FEE RATE ON THE AVAILABLE AGGREGATE
REVOLVING LOAN COMMITMENT IN EFFECT FROM TIME TO TIME (EXCLUDING FROM THE
CALCULATION THEREOF, THE SWING LINE LOANS).
ALL SUCH COMMITMENT FEES PAYABLE
HEREUNDER SHALL BE PAYABLE QUARTERLY IN ARREARS ON EACH PAYMENT DATE.
IN
ADDITION, ON THE CLOSING DATE, THE BORROWER SHALL PAY TO THE ADMINISTRATIVE
AGENT FOR THE RATABLE ACCOUNT OF THE LENDERS THEN PARTY TO THE PREVIOUS CREDIT
AGREEMENT, THE ACCRUED AND UNPAID COMMITMENT FEES UNDER THE PREVIOUS CREDIT
AGREEMENT THROUGH THE CLOSING DATE.
2.5.2
REDUCTIONS IN AGGREGATE REVOLVING LOAN COMMITMENT.
THE BORROWER MAY
PERMANENTLY REDUCE THE AGGREGATE REVOLVING LOAN COMMITMENT IN WHOLE, OR IN PART,
RATABLY AMONG THE LENDERS IN THE MINIMUM AMOUNT OF $5,000,000 (AND IN MULTIPLES
OF $1,000,000 IN EXCESS THEREOF), UPON AT LEAST THREE (3) BUSINESS DAYS'