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 XIV.
REVOLVING LOANS MADE PURSUANT TO THIS SECTION 2.5.4
SHALL INITIALLY BE FLOATING RATE LOANS AND THEREAFTER MAY BE CONTINUED AS
FLOATING RATE LOANS OR CONVERTED INTO EURODOLLAR LOANS 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 4.1 OR 4.2 HAD NOT THEN BEEN SATISFIED, SUCH LENDER'S
OBLIGATION TO MAKE REVOLVING LOANS PURSUANT TO THIS SECTION 2.5.4 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 ADMINISTRATIVE AGENT, THE SWING LINE LENDER OR ANY OTHER
PERSON, (B) THE OCCURRENCE OR
18
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 2.5.4, 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 2.5.4, 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
FACILITY TERMINATION DATE, THE BORROWER SHALL REPAY IN FULL THE OUTSTANDING
PRINCIPAL BALANCE OF THE SWING LINE LOANS.
2.6
COMMITMENT FEE; REDUCTIONS AND INCREASES IN
AGGREGATE COMMITMENT.
2.6.1
COMMITMENT FEE.
THE BORROWER AGREES TO PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER ACCORDING TO ITS PRO RATA
SHARE A COMMITMENT FEE FOR EACH DAY AT A PER ANNUM RATE EQUAL TO THE APPLICABLE
FEE RATE FOR SUCH DAY MULTIPLIED BY THE DAILY UNUSED PORTION OF SUCH LENDER'S
COMMITMENT FROM THE DATE HEREOF TO AND INCLUDING THE FACILITY TERMINATION DATE,
PAYABLE ON EACH PAYMENT DATE HEREAFTER AND ON THE FACILITY TERMINATION DATE.
SWING LINE LOANS SHALL NOT COUNT AS USAGE OF ANY LENDER'S