LENDERS
SHALL BE OBLIGATED DURING SUCH SUSPENSION TO MAKE ANY LOANS OR ADVANCES OR TO
PROVIDE ANY FINANCIAL ACCOMMODATION HEREUNDER OR TO SEEK THE ISSUANCE OF ANY
L/C.
(II)
THE ADMINISTRATIVE AGENT MAY SUSPEND THE RIGHT OF THE LEAD
BORROWER TO REQUEST ANY INDEX LOAN OR TO CONVERT ANY BASE MARGIN LOAN TO AN
INDEX LOAN.
44
2.6
MAKING OF REVOLVING CREDIT LOANS.
(A)
A LOAN OR ADVANCE UNDER THE REVOLVING CREDIT
SHALL BE MADE BY THE TRANSFER
OF THE PROCEEDS OF SUCH LOAN OR ADVANCE TO THE OPERATING ACCOUNT OR AS OTHERWISE
INSTRUCTED BY THE LEAD BORROWER.
(B)
A LOAN OR ADVANCE SHALL BE DEEMED TO HAVE BEEN MADE UNDER THE REVOLVING
CREDIT (AND THE BORROWERS SHALL BE INDEBTED TO THE AGENT OR LENDERS FOR THE
AMOUNT THEREOF IMMEDIATELY) UPON THE ADMINISTRATIVE AGENT'S INITIATION OF THE
TRANSFER OF THE PROCEEDS OF SUCH LOAN OR ADVANCE IN ACCORDANCE WITH THE LEAD
BORROWER'S INSTRUCTIONS (IF SUCH LOAN OR ADVANCE IS OF FUNDS REQUESTED BY THE
LEAD BORROWER) OR THE CHARGING OF THE AMOUNT OF SUCH LOAN TO THE LOAN ACCOUNT
(IN ALL OTHER CIRCUMSTANCES).
(C)
THERE SHALL NOT BE ANY RECOURSE TO OR LIABILITY OF THE AGENT OR LENDERS
(EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE AGENT OR LENDERS AS DETERMINED BY A COURT OF COMPETENT JURISDICTION), ON
ACCOUNT OF:
(I)
ANY DELAY IN THE MAKING OF ANY LOAN OR ADVANCE REQUESTED UNDER
THE REVOLVING CREDIT.
(II)
ANY DELAY BY ANY BANK OR OTHER DEPOSITORY INSTITUTION IN TREATING
THE PROCEEDS OF ANY SUCH LOAN OR ADVANCE AS COLLECTED FUNDS.
(III)
ANY DELAY IN THE RECEIPT, AND/OR ANY LOSS, OF FUNDS WHICH
CONSTITUTE A LOAN OR ADVANCE UNDER THE REVOLVING CREDIT, THE WIRE TRANSFER OF
WHICH WAS PROPERLY INITIATED BY THE AGENT OR LENDERS IN ACCORDANCE WITH WIRE
INSTRUCTIONS PROVIDED TO THE ADMINISTRATIVE AGENT BY THE LEAD BORROWER).
2.7
SWINGLINE LOANS.
(A)
FOR EASE OF ADMINISTRATION OF REVOLVING CREDIT LOANS, REVOLVING CREDIT
LOANS WHICH ARE BASE MARGIN LOANS MAY BE MADE BY THE ADMINISTRATIVE AGENT, IN
ITS CAPACITY AS THE SWINGLINE LENDER (IN THE AGGREGATE, THE "SWINGLINE LOANS")
IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THIS AGREEMENT FOR THE MAKING OF
REVOLVING CREDIT LOANS. THE UNPAID PRINCIPAL BALANCE OF THE SWINGLINE LOANS
SHALL NOT AT ANY ONE TIME BE IN EXCESS OF THE SWINGLINE LOAN CEILING (WHICH
SWINGLINE LOAN CEILING IS SUBJECT TO AMENDMENT FROM TIME TO TIME, BY REASONABLE
ADVANCE NOTICE BY THE ADMINISTRATIVE AGENT TO THE LEAD BORROWER).
(B)
THE AGGREGATE UNPAID PRINCIPAL BALANCE OF SWINGLINE LOANS SHALL BEAR
INTEREST AT THE RATE APPLICABLE TO BASE MARGIN LOANS AND SHALL BE REPAYABLE AS A
REVOLVING CREDIT LOAN UNDER THE REVOLVING CREDIT.
(C)
THE BORROWER'S OBLIGATION TO REPAY SWINGLINE LOANS MAY BE EVIDENCED BY A
NOTE IN THE FORM OF EXHIBIT 2.7 ("SWINGLINE NOTE"), EXECUTED BY THE BORROWERS
AND PAYABLE TO THE ADMINISTRATIVE AGENT.
NEITHER THE ORIGINAL NOR A COPY OF THE
SWINGLINE NOTE SHALL BE REQUIRED
TO ESTABLISH OR PROVE ANY