WRITTEN NOTICE REQUIRED
FOR FUNDING REQUESTS EQUAL TO OR GREATER THAN $5,000,000.
FOR FUNDING REQUESTS
FOR SUCH LOANS LESS THAN $5,000,000, WRITTEN NOTICE MUST BE PROVIDED BY NOON
(CHICAGO TIME) ON THE BUSINESS DAY ON WHICH THE LOAN IS TO BE MADE.
ALL LIBOR
LOANS REQUIRE THREE (3) BUSINESS DAYS PRIOR WRITTEN NOTICE. WRITTEN NOTICES FOR
FUNDING REQUESTS
2
SHALL BE IN THE FORM ATTACHED AS EXHIBIT 1.1(A)(II) ("NOTICE OF REVOLVING CREDIT
ADVANCE").
(II)
IF BORROWER REQUESTS THAT REVOLVING
LENDERS MAKE, OR PERMIT TO REMAIN OUTSTANDING ANY OVERADVANCES, AGENT MAY, IN
ITS SOLE DISCRETION, ELECT TO MAKE, OR PERMIT TO REMAIN OUTSTANDING SUCH
OVERADVANCES; PROVIDED, HOWEVER, THAT AGENT MAY NOT CAUSE REVOLVING LENDERS TO
MAKE, OR PERMIT TO REMAIN OUTSTANDING, (A) AGGREGATE REVOLVING LOANS (INCLUDING,
WITHOUT DUPLICATION, SWING LINE LOANS) IN EXCESS OF THE MAXIMUM AMOUNT OR
(B) OVERADVANCES IN AN AGGREGATE AMOUNT IN EXCESS OF 20% OF THE REVOLVING LOAN
COMMITMENT.
IF AN OVERADVANCE IS MADE, OR PERMITTED TO REMAIN OUTSTANDING,
PURSUANT TO THE PRECEDING SENTENCE, THEN ALL REVOLVING LENDERS SHALL BE BOUND TO
MAKE, OR PERMIT TO REMAIN OUTSTANDING, SUCH OVERADVANCE BASED UPON THEIR PRO
RATA SHARES OF THE REVOLVING LOAN COMMITMENT IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT.
IF AN OVERADVANCE REMAINS OUTSTANDING FOR MORE THAN NINETY (90)
CONSECUTIVE DAYS DURING ANY ONE HUNDRED EIGHTY (180) DAY PERIOD, REVOLVING LOANS
MUST BE REPAID IMMEDIATELY IN AN AMOUNT SUFFICIENT TO ELIMINATE ALL OF SUCH
OVERADVANCES.
FURTHERMORE, HOLDERS OF A MAJORITY OF THE REVOLVING LOAN
COMMITMENT MAY PROSPECTIVELY REVOKE AGENT'S ABILITY TO MAKE OR PERMIT
OVERADVANCES BY WRITTEN NOTICE TO AGENT.
ANY OVERADVANCE MAY BE MADE AS A SWING
LINE ADVANCE.
(B)
[RESERVED].
(C)
SWING LINE FACILITY.
(I)
AGENT SHALL NOTIFY THE SWING LINE LENDER
UPON AGENT'S RECEIPT OF ANY NOTICE OF REVOLVING CREDIT ADVANCE.
SUBJECT TO THE
TERMS AND CONDITIONS HEREOF, THE SWING LINE LENDER MAY, IN ITS DISCRETION, MAKE
AVAILABLE FROM TIME TO TIME UNTIL THE COMMITMENT TERMINATION DATE ADVANCES
(EACH, A "SWING LINE ADVANCE") IN ACCORDANCE WITH ANY SUCH NOTICE; PROVIDED,
HOWEVER, THAT ANY LIBOR REQUEST MADE BY BORROWER IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT SHALL NOT BE FUNDED BY THE LENDERS AS A BASE RATE
LOAN.
THE PROVISIONS OF THIS SECTION 1.1(C) SHALL NOT RELIEVE REVOLVING LENDERS
OF THEIR OBLIGATIONS TO MAKE REVOLVING CREDIT ADVANCES UNDER SECTION 1.1(A);
PROVIDED THAT IF THE SWING LINE LENDER MAKES A SWING LINE ADVANCE PURSUANT TO
ANY SUCH NOTICE, SUCH SWING LINE ADVANCE SHALL BE IN LIEU OF ANY REVOLVING
CREDIT ADVANCE THAT OTHERWISE MAY BE MADE BY REVOLVING LENDERS PURSUANT TO SUCH
NOTICE.
EXCEPT AS PROVIDED IN SECTION 1.1(A)(II) ABOVE, THE AGGREGATE AMOUNT OF
SWING LINE ADVANCES OUTSTANDING SHALL NOT EXCEED AT ANY TIME THE LESSER OF
(A) THE SWING LINE COMMITMENT AND (B) BORROWING AVAILABILITY ("SWING LINE
AVAILABILITY").
UNTIL THE COMMITMENT TERMINATION DATE, BORROWER MAY FROM TIME
TO TIME BORROW, REPAY AND RE-BORROW UNDER THIS SECTION 1.1(C).
EACH SWING LINE
ADVANCE SHALL BE MADE PURSUANT TO A NOTICE OF REVOLVING CREDIT ADVANCE DELIVERED