LOANS.
NO MORE THAN FIFTEEN SEPARATE INTEREST
PERIODS IN RESPECT OF LIBOR LOANS MAY BE OUTSTANDING AT ANY ONE TIME.
UNLESS
LEAD ARRANGERS (COLLECTIVELY) OTHERWISE AGREE IN THEIR SOLE DISCRETION OR HAVE
DETERMINED THAT THE SYNDICATION DATE HAS OCCURRED (AT WHICH TIME THIS SECOND
SENTENCE OF THIS SECTION 2.01(D) SHALL NO LONGER BE APPLICABLE), PRIOR TO THE
90TH DAY FOLLOWING THE CLOSING DATE, TERM LOANS AND REVOLVING LOANS IN EACH CASE
MAY ONLY BE INCURRED AND MAINTAINED AS, AND/OR CONTINUED AS OR CONVERTED INTO,
LIBOR LOANS SO LONG AS ALL SUCH OUTSTANDING LIBOR LOANS, TOGETHER WITH ALL
OUTSTANDING REVOLVING LOANS THAT ARE MAINTAINED AS LIBOR LOANS AND ALL
OUTSTANDING TERM LOANS THAT ARE MAINTAINED AS LIBOR LOANS, ARE SUBJECT TO AN
INTEREST PERIOD OF ONE MONTH WHICH BEGINS AND ENDS ON THE SAME DAY, WITH THE
FIRST SUCH INTEREST PERIOD TO BEGIN NO SOONER THAN THREE BUSINESS DAYS AFTER THE
CLOSING DATE.
(E)
SWINGLINE LOANS.
(I)
SWINGLINE COMMITMENT.
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, THE SWINGLINE LENDER AGREES TO MAKE SWINGLINE LOANS TO BORROWER
FROM TIME TO TIME DURING THE REVOLVING AVAILABILITY PERIOD, IN AN AGGREGATE
PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING THAT WILL NOT RESULT IN (X) THE
AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING SWINGLINE LOANS EXCEEDING THE
SWINGLINE SUBLIMIT OR (Y) THE SUM OF THE TOTAL REVOLVING EXPOSURES EXCEEDING THE
TOTAL REVOLVING COMMITMENTS; PROVIDED, HOWEVER, THAT THE SWINGLINE LENDER
49
SHALL NOT BE REQUIRED TO MAKE A SWINGLINE LOAN TO REFINANCE AN OUTSTANDING
SWINGLINE LOAN.
WITHIN THE FOREGOING LIMITS AND SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, BORROWER MAY BORROW, REPAY AND RE-BORROW SWINGLINE
LOANS.
(II)
SWINGLINE LOANS.
TO REQUEST A SWINGLINE LOAN, BORROWER SHALL
NOTIFY ADMINISTRATIVE AGENT OF SUCH REQUEST BY TELEPHONE (PROMPTLY CONFIRMED IN
WRITING IN THE FORM OF A NOTICE OF BORROWING BY TELECOPY OR FACSIMILE), NOT
LATER THAN 1:00 P.M., NEW YORK CITY TIME, ON THE DAY OF A PROPOSED SWINGLINE
LOAN.
EACH SUCH NOTICE SHALL BE IRREVOCABLE AND SHALL SPECIFY THE REQUESTED
DATE (WHICH SHALL BE A BUSINESS DAY) AND AMOUNT OF THE REQUESTED SWINGLINE
LOAN.
ADMINISTRATIVE AGENT WILL PROMPTLY ADVISE THE SWINGLINE LENDER OF ANY
SUCH NOTICE RECEIVED FROM BORROWER.
THE SWINGLINE LENDER SHALL MAKE EACH
SWINGLINE LOAN AVAILABLE TO BORROWER BY DEPOSITING THE SAME BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS IN (OR, IN THE CASE OF AN ACCOUNT OF BORROWER
MAINTAINED WITH THE SWINGLINE LENDER, BY CREDITING THE SAME TO) THE ACCOUNT OF
BORROWER AS DIRECTED BY BORROWER IN THE APPLICABLE NOTICE OF BORROWING FOR SUCH
SWINGLINE LOAN BY 4:00 P.M., NEW YORK CITY TIME, ON THE REQUESTED DATE OF SUCH
SWINGLINE LOAN.
SWINGLINE LOANS SHALL ONLY BE INCURRED AND MAINTAINED AS ABR
LOANS.
BORROWER SHALL NOT REQUEST A SWINGLINE LOAN IF AT THE TIME OF AND
IMMEDIATELY AFTER GIVING EFFECT TO SUCH REQUEST A DEFAULT OR AN EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING.
SWINGLINE LOANS SHALL BE MADE IN MINIMUM
AMOUNTS OF $250,000 AND INTEGRAL MULTIPLES OF $250,000 ABOVE SUCH AMOUNT.
(III)