BUT NOT LIMITED TO (I) ANY
SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT THAT SUCH BANK OR ANY
OTHER PERSON MAY HAVE AGAINST THE SWINGLINE BANK, (II) THE OCCURRENCE OR
CONTINUANCE OF A DEFAULT OR EVENT OF DEFAULT OR THE TERMINATION OF THE
COMMITMENTS, (III) ANY ADVERSE CHANGE IN THE CONDITION (FINANCIAL OR OTHERWISE)
OF THE BORROWER OR ANY OTHER PERSON, (IV) ANY BREACH OF THIS AGREEMENT BY THE
BORROWER OR ANY OTHER BANK, OR (V) ANY OTHER CIRCUMSTANCE, HAPPENING OR EVENT
WHATSOEVER, WHETHER OR NOT SIMILAR TO THE FOREGOING.
(K)
ANY SWINGLINE ADVANCES THAT ARE OUTSTANDING
ON THE COMMITMENT TERMINATION DATE SHALL BE PAID IN FULL ON SUCH DATE, WITH ALL
ACCRUED INTEREST.
12
2.3
BID BORROWINGS.
(A)
THE BORROWER MAY FROM TIME TO TIME DELIVER
TO THE AGENT A REQUEST (A "BID BORROWING REQUEST") THAT THE AGENT SOLICIT OFFERS
TO MAKE BID LOANS DENOMINATED IN DOLLARS FROM THE BANKS.
EACH SUCH REQUEST
SHALL BE MADE NO LATER THAN 10:00 A.M. ON THE FOURTH BUSINESS DAY BEFORE THE DAY
OF THE PROPOSED BID BORROWING.
EACH SUCH REQUEST SHALL STATE (I) THE DAY OF THE
PROPOSED BID BORROWING (WHICH DAY SHALL BE A BUSINESS DAY), (II) THE AGGREGATE
AMOUNT OF THE PROPOSED BID BORROWING, AND (III) THE INTEREST PERIOD OR INTEREST
PERIODS WITH RESPECT TO SUCH BID BORROWING (AND, IF MORE THAN ONE INTEREST
PERIOD IS TO BE APPLICABLE, THE DURATION OF EACH SUCH INTEREST PERIOD AND THE
PORTION OF THE BID BORROWING THAT WILL BE SUBJECT TO EACH SUCH INTEREST
PERIOD).
EACH BID BORROWING REQUEST SHALL BE IN AN AMOUNT EQUAL TO AN INTEGRAL
MULTIPLE OF $10,000,000.
THE BORROWER MAY NOT REQUEST ANY BID BORROWING
HEREUNDER IF (I) THE BORROWER HAS MADE SUCH A REQUEST WITHIN THE PRECEDING 5
BUSINESS DAYS, (II) THE MAKING OF THE PROPOSED BID BORROWING WOULD CAUSE MORE
THAN 3 BID BORROWINGS TO BE OUTSTANDING AT ANY ONE TIME, (III) THE MAKING OF THE
PROPOSED BID BORROWING WOULD CAUSE THE AGGREGATE PRINCIPAL AMOUNT OF BID
BORROWINGS TO EXCEED $100,000,000, OR (IV) THE MAKING OF THE PROPOSED BID
BORROWING WOULD CAUSE THE AGGREGATE OUTSTANDINGS TO EXCEED THE AGGREGATE
COMMITMENT AMOUNT.
(B)
PROMPTLY FOLLOWING RECEIPT OF ANY BID
BORROWING REQUEST, THE AGENT SHALL NOTIFY EACH BANK OF THE DETAILS THEREOF BY
TELECOPY.
(C)
EACH BANK MAY (BUT SHALL HAVE NO OBLIGATION
TO) DELIVER TO THE AGENT A BID LOAN QUOTE WITH RESPECT TO ANY BID BORROWING
REQUEST.
THE AGENT MAY REJECT ANY BID LOAN QUOTE RECEIVED AFTER 9:00 A.M. ON
THE THIRD BUSINESS DAY PRECEDING THE PROPOSED BID BORROWING; PROVIDED, HOWEVER,
THAT NO BID LOAN QUOTE BY CITIBANK, IN ITS CAPACITY AS A BANK, SHALL BE
EFFECTIVE IF DELIVERED TO THE AGENT AFTER 8:45 A.M. ON THE THIRD BUSINESS DAY
PRECEDING THE PROPOSED BID BORROWING.
EACH BID LOAN QUOTE SHALL SPECIFY THE
NAME OF THE OFFERING BANK, THE DATE OF THE PROPOSED BID LOAN, THE PRINCIPAL
AMOUNT OF THE BID LOAN THAT THE OFFERING BANK PROPOSES TO MAKE, AND THE RATE OF
INTEREST PER ANNUM (ADJUSTED