benefit of the Borrowers; such Permitted
Overadvances constitute Revolving Loans and Obligations.
The making of any such
Permitted Overadvances on any one occasion shall not obligate the Administrative
Agent or any Lender to make or permit any Permitted Overadvances on any other
occasion or to permit such Permitted Overadvances to remain outstanding.
SECTION 2.5
Swingline Loans.
(A)
THE SWINGLINE LENDER IS AUTHORIZED BY THE
LENDERS AND SHALL, SUBJECT TO THE PROVISIONS OF THIS SECTION, MAKE SWINGLINE
LOANS UP TO $50,000,000 IN THE AGGREGATE OUTSTANDING AT ANY TIME, CONSISTING
ONLY OF BASE RATE LOANS AT THE EXTENDED TERM PRIME RATE, UPON A NOTICE OF
BORROWING RECEIVED BY THE ADMINISTRATIVE AGENT AND THE SWINGLINE LENDER (WHICH
NOTICE, AT THE SWINGLINE LENDER'S DISCRETION, MAY BE SUBMITTED PRIOR TO
1:00 P.M. ON THE BUSINESS DAY ON WHICH SUCH SWINGLINE LOAN IS REQUESTED).
SWINGLINE LOANS SHALL BE SUBJECT TO PERIODIC SETTLEMENT WITH THE LENDERS UNDER
SECTION 2.7 BELOW PROVIDED THAT THE SWINGLINE LENDER SHALL NOT BE OBLIGATED TO
MAKE ANY SWINGLINE LOAN IN ITS REASONABLE DISCRETION IF ANY LENDER AT SUCH TIME
IS A DETERIORATING LENDER, UNLESS THE SWINGLINE LENDER HAS ENTERED INTO
SATISFACTORY ARRANGEMENTS WITH THE BORROWERS OR SUCH LENDER TO ELIMINATE THE
SWINGLINE LENDER'S RISK OF FULL REIMBURSEMENT WITH RESPECT TO SUCH SWINGLINE
LOAN.
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(B)
SWINGLINE LOANS MAY BE MADE ONLY IN THE
FOLLOWING CIRCUMSTANCES: (A) FOR ADMINISTRATIVE CONVENIENCE, THE SWINGLINE
LENDER SHALL, AT THE BORROWERS' REQUEST, MAKE SWINGLINE LOANS IN RELIANCE UPON
THE BORROWERS' ACTUAL OR DEEMED REPRESENTATIONS UNDER SECTION 4.2, THAT THE
APPLICABLE CONDITIONS FOR BORROWING ARE SATISFIED OR (B) FOR PERMITTED
OVERADVANCES.
IF THE CONDITIONS FOR BORROWING UNDER SECTION 4.2 CANNOT BE
FULFILLED, THE BORROWERS SHALL GIVE IMMEDIATE NOTICE THEREOF TO THE
ADMINISTRATIVE AGENT AND THE SWINGLINE LENDER (A "NONCOMPLIANCE NOTICE"), AND
THE ADMINISTRATIVE AGENT SHALL PROMPTLY PROVIDE EACH LENDER WITH A COPY OF THE
NONCOMPLIANCE NOTICE.
IF THE CONDITIONS FOR BORROWING UNDER SECTION 4.2 CANNOT
BE FULFILLED, THE REQUIRED LENDERS MAY DIRECT THE SWINGLINE LENDER TO, AND THE
SWINGLINE LENDER THEREUPON SHALL, CEASE MAKING SWINGLINE LOANS (OTHER THAN
PERMITTED OVERADVANCES) UNTIL SUCH CONDITIONS CAN BE SATISFIED OR ARE WAIVED IN
ACCORDANCE WITH SECTION 9.2.
UNLESS THE REQUIRED LENDERS SO DIRECT THE
SWINGLINE LENDER, THE SWINGLINE LENDER MAY, BUT IS NOT OBLIGATED TO, CONTINUE TO
MAKE SWINGLINE LOANS BEGINNING ONE BUSINESS DAY AFTER THE NONCOMPLIANCE NOTICE
IS FURNISHED TO THE LENDERS.
NOTWITHSTANDING THE FOREGOING, NO SWINGLINE LOANS
SHALL BE MADE PURSUANT TO THIS SUBSECTION (B) (OTHER THAN PERMITTED
OVERADVANCES) IF THE AGGREGATE OUTSTANDING AMOUNT OF THE CREDIT EXTENSIONS WOULD
EXCEED THE LINE CAP.
SECTION 2.6
Letters of Credit.
(A)
UPON THE TERMS AND SUBJECT TO THE
CONDITIONS HEREIN SET FORTH, THE BORROWERS MAY REQUEST ANY ISSUING BANK, AT ANY
TIME AND FROM TIME TO TIME AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION
DATE, TO ISSUE, AND SUBJECT TO THE TERMS AND CONDITIONS CONTAINED HEREIN, SUCH
ISSUING BANK SHALL ISSUE, FOR THE ACCOUNT OF THE RELEVANT BORROWER ONE OR MORE
LETTERS OF CREDIT; PROVIDED, THAT NO LETTER