SUBJECT TO
AND IN ACCORDANCE WITH THE TERMS AND LIMITATIONS HEREOF.
THE OBLIGATION OF THE
BORROWERS TO REPAY THE REVOLVER LOANS IS JOINT AND SEVERAL.
(B)
TYPE OF LOANS.
THE REVOLVER LOANS MAY FROM
TIME TO TIME BE (I) LIBOR LOANS, (II) BASE RATE LOANS OR (III) A COMBINATION
THEREOF, AS DETERMINED BY THE BORROWERS AND NOTIFIED TO THE ADMINISTRATIVE AGENT
IN ACCORDANCE WITH SECTIONS 2.4 AND 2.5; PROVIDED, THAT NO LOAN SHALL BE MADE AS
A LIBOR LOAN AFTER THE DATE THAT IS ONE MONTH PRIOR TO THE TERMINATION DATE.
(C)
SWING LINE
LOANS.
(I)
SUBJECT TO THE TERMS
AND CONDITIONS HEREOF, THE SWING LINE LENDER MAY IN ITS DISCRETION MAKE SWING
LINE LOANS IN DOLLARS (THE "SWING LINE LOANS") TO THE BORROWERS FROM TIME TO
TIME DURING THE COMMITMENT PERIOD IN AN AGGREGATE OUTSTANDING PRINCIPAL AMOUNT
UP TO THE AMOUNT OF THE SWING LINE COMMITMENT AS REQUESTED BY THE BORROWERS AND
AGREED TO BY THE SWING LINE LENDER; PROVIDED, THAT, NO SWING LINE LOAN SHALL BE
MADE IF, AFTER GIVING EFFECT TO THE MAKING OF SUCH SWING LINE LOAN AND THE
SIMULTANEOUS APPLICATION OF THE PROCEEDS THEREOF, (X) THE AGGREGATE AMOUNT OF
ALL OUTSTANDING SWING LINE LOANS PLUS THE AGGREGATE DOLLAR EQUIVALENT AMOUNT OF
ALL OUTSTANDING REVOLVER LOANS PLUS THE AGGREGATE AMOUNT OF THE LETTER OF CREDIT
OBLIGATIONS THEN OUTSTANDING, WOULD EXCEED THE TOTAL COMMITMENTS OR (Y) THE
AGGREGATE DOLLAR EQUIVALENT AMOUNT OF ALL REVOLVER LOANS MADE BY A LENDER PLUS
SUCH LENDER'S COMMITMENT PERCENTAGE OF THE AMOUNT OF SWING LINE LOANS AND LETTER
OF CREDIT OBLIGATIONS THEN OUTSTANDING WOULD EXCEED ITS COMMITMENT.
WITHIN THE
FOREGOING LIMITS, THE BORROWERS MAY DURING THE COMMITMENT PERIOD BORROW, REPAY
AND REBORROW UNDER THE SWING LINE COMMITMENT, SUBJECT TO AND IN ACCORDANCE WITH
THE TERMS AND LIMITATIONS HEREOF.
EACH SWING LINE LOAN SHALL BE IN AN ORIGINAL
PRINCIPAL AMOUNT OF $100,000 OR IN INTEGRAL MULTIPLES OF $50,000 IN EXCESS
THEREOF.
THE INTEREST RATE FOR A SWING LINE LOAN SHALL BE (I) THE BASE RATE
PLUS THE APPLICABLE MARGIN FOR BASE RATE LOANS, (II) SUCH RATE THAT IS MUTUALLY
AGREED TO BY THE BORROWERS AND THE SWING LINE LENDER IN WRITING AT THE TIME SUCH
SWING LINE LOAN IS MADE OR (III) IF THE CASH MANAGEMENT AGREEMENTS (AS DEFINED
IN CLAUSE
28
(VII) BELOW) ARE IN EFFECT, AT THE LIBOR RATE BASED RATE (DETERMINED IN
ACCORDANCE WITH THE CASH MANAGEMENT AGREEMENTS) PLUS THE APPLICABLE MARGIN.
INTEREST ON THE SWING LINE LOANS SHALL BE PAID IN ACCORDANCE WITH SECTIONS 2.9
AND 2.10 HEREOF.
ALL SWING LINE LOANS SHALL BE REPAID ON THE TERMINATION DATE
AND AS OTHERWISE PROVIDED IN THIS SECTION 2.1(C).
(II)
THE BORROWERS MAY REQUEST A SWING LINE
LOAN TO BE MADE ON ANY BUSINESS DAY.
EACH REQUEST FOR A SWING LINE LOAN SHALL
BE IN THE FORM OF A NOTICE OF BORROWING (OR A REQUEST BY TELEPHONE IMMEDIATELY
CONFIRMED IN WRITING, IT BEING UNDERSTOOD THAT THE SWING LINE LENDER MAY RELY ON
THE AUTHORITY OF ANY INDIVIDUAL MAKING SUCH TELEPHONIC