for the applicable LIBOR Interest Period at the rate otherwise
applicable to such LIBOR Interest Period plus 2% per annum until such Default
shall have been cured, (ii) each Prime Advance shall bear interest at a rate per
annum equal to the Adjusted Prime Rate otherwise applicable to the Prime Advance
plus 2% per annum until such Default shall have been cured and (iii) the
Facility Letter of Credit Fee shall be equal to the LIBOR Applicable Margin plus
2%; provided that such rates shall become applicable
27
automatically without notice to the Borrower if a Default occurs under
Section 8.7 or Section 8.8.
2.13
SWING LINE LOANS.
(A)
AMOUNT OF SWING LINE LOANS.
UPON THE SATISFACTION OF THE
CONDITIONS PRECEDENT SET FORTH IN SECTION 5.2 AND, IF SUCH SWING LINE LOAN IS TO
BE MADE ON THE DATE OF THE INITIAL ADVANCE HEREUNDER, THE SATISFACTION OF THE
CONDITIONS PRECEDENT SET FORTH IN SECTION 5.1 AS WELL, FROM AND INCLUDING THE
DATE OF THIS AGREEMENT AND PRIOR TO THE FACILITY TERMINATION DATE, THE SWING
LINE LENDER AGREES, ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, TO
MAKE SWING LINE LOANS TO THE BORROWER FROM TIME TO TIME IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED THE SWING LINE COMMITMENT, PROVIDED THAT THE
AGGREGATE OUTSTANDING CREDIT EXPOSURE SHALL NOT AT ANY TIME EXCEED THE AGGREGATE
COMMITMENT, AND PROVIDED FURTHER THAT AT NO TIME SHALL THE SUM OF (I) THE SWING
LINE LENDER'S PERCENTAGE OF THE SWING LINE LOANS, PLUS (II) THE OUTSTANDING
LOANS MADE BY THE SWING LINE LENDER PURSUANT TO SECTION 2.1, PLUS (III) THE
SWING LINE LENDER'S PERCENTAGE OF FACILITY LETTER OF CREDIT OBLIGATIONS EXCEED
THE SWING LINE LENDER'S COMMITMENT AT SUCH TIME.
SUBJECT TO THE TERMS OF THIS
AGREEMENT, THE BORROWER MAY BORROW, REPAY AND REBORROW SWING LINE LOANS AT ANY
TIME PRIOR TO THE FACILITY TERMINATION DATE.
(B)
BORROWING NOTICE.
THE BORROWER SHALL DELIVER TO THE
ADMINISTRATIVE AGENT AND THE SWING LINE LENDER IRREVOCABLE NOTICE (A "SWING LINE
BORROWING NOTICE") NOT LATER THAN NOON (CHICAGO TIME) ON THE BORROWING DATE OF
EACH SWING LINE LOAN, SPECIFYING (I) THE APPLICABLE BORROWING DATE (WHICH DATE
SHALL BE A BUSINESS DAY), AND (II) THE AGGREGATE AMOUNT OF THE REQUESTED SWING
LINE LOAN WHICH SHALL BE AN AMOUNT NOT LESS THAN $100,000.
THE SWING LINE LOANS
SHALL BEAR INTEREST AT THE ADJUSTED PRIME RATE.
(C)
MAKING OF SWING LINE LOANS.
PROMPTLY AFTER RECEIPT OF A SWING
LINE BORROWING NOTICE, THE ADMINISTRATIVE AGENT SHALL NOTIFY EACH LENDER BY FAX,
OR OTHER SIMILAR FORM OF TRANSMISSION, OF THE REQUESTED SWING LINE LOAN.
NOT
LATER THAN 2:00 P.M. (CHICAGO TIME) ON THE APPLICABLE BORROWING DATE, THE SWING
LINE LENDER SHALL MAKE AVAILABLE THE SWING LINE LOAN, IN FUNDS IMMEDIATELY
AVAILABLE IN CHICAGO, TO THE ADMINISTRATIVE AGENT AT ITS ADDRESS SPECIFIED
PURSUANT TO ARTICLE XIII.
THE ADMINISTRATIVE AGENT WILL PROMPTLY MAKE THE FUNDS
SO RECEIVED FROM THE SWING LINE LENDER AVAILABLE TO THE BORROWER ON THE
BORROWING DATE AT THE ADMINISTRATIVE AGENT'S