SCHEDULE AS
SUCH LENDER'S "REVOLVING COMMITMENT"; PROVIDED, HOWEVER THAT (A) THE AGGREGATE
DOLLAR EQUIVALENT OF ALL LOANS WHICH ANY LENDER SHALL BE COMMITTED TO HAVE
OUTSTANDING HEREUNDER SHALL NOT AT ANY TIME EXCEED THE PRODUCT OF (I) SUCH
LENDER'S REVOLVING CREDIT PERCENTAGE MULTIPLIED BY THE REVOLVING LOAN
AVAILABILITY, (B) THE AGGREGATE DOLLAR EQUIVALENT AMOUNT OF ALL REVOLVING LOANS
WHICH THE LENDERS SHALL BE COMMITTED TO HAVE OUTSTANDING HEREUNDER SHALL NOT AT
ANY TIME EXCEED THE REVOLVING LOAN AVAILABILITY AND (C) THE DOLLAR EQUIVALENT
AMOUNT OF ALL REVOLVING LOANS DENOMINATED IN ALTERNATIVE CURRENCIES SHALL NOT
EXCEED THE ALTERNATIVE CURRENCY SUBLIMIT.
3
SECTION 2.1.2.
SWING LINE FACILITY.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE SWING LINE LENDER
MAY, IN ITS SOLE DISCRETION, MAKE AVAILABLE FROM TIME TO TIME UNTIL THE
REVOLVING COMMITMENT TERMINATION DATE SWING LINE LOANS IN DOLLARS (EACH, A
"SWING LINE LOAN").
THE AGGREGATE AMOUNT OF SWING LINE LOANS OUTSTANDING SHALL
NOT EXCEED AT ANY TIME SWING LINE AVAILABILITY.
NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, THE AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF THE SWING LINE
LOANS MAY EXCEED THE SWING LINE LENDER'S REVOLVING CREDIT PERCENTAGE OF THE
REVOLVING COMMITMENT AMOUNT.
UNTIL THE REVOLVING COMMITMENT TERMINATION DATE,
THE BORROWER MAY FROM TIME TO TIME BORROW, REPAY AND REBORROW SWING LINE LOANS
UNDER THIS SECTION 2.1.2.
EACH SWING LINE LOAN SHALL BE MADE PURSUANT TO A
NOTICE OF BORROWING DELIVERED BY THE BORROWER TO THE ADMINISTRATIVE AGENT IN
ACCORDANCE WITH SECTION 2.4.
UNLESS THE SWING LINE LENDER HAS RECEIVED AT LEAST
ONE BUSINESS DAY'S PRIOR WRITTEN NOTICE FROM THE MAJORITY LENDERS INSTRUCTING IT
NOT TO MAKE A SWING LINE LOAN, THE SWING LINE LENDER SHALL, NOTWITHSTANDING THE
FAILURE OF ANY CONDITION PRECEDENT SET FORTH IN SECTION 4.2, BE ENTITLED TO FUND
SUCH SWING LINE LOAN, AND TO HAVE SUCH LENDERS MAKE REVOLVING LOANS IN
ACCORDANCE WITH SECTION 2.1.2(C) OR PURCHASE PARTICIPATING INTERESTS IN SUCH
SWING LINE LOAN IN ACCORDANCE WITH SECTION 2.1.2(D).
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, EACH SWING LINE LOAN
SHALL CONSTITUTE A BASE RATE LOAN.
THE BORROWER SHALL REPAY THE AGGREGATE
OUTSTANDING PRINCIPAL AMOUNT OF EACH SWING LINE LOAN UPON DEMAND THEREFOR BY THE
ADMINISTRATIVE AGENT.
(B)
THE ENTIRE UNPAID BALANCE OF EACH SWING LINE LOAN AND ALL OTHER
OBLIGATIONS SHALL BE IMMEDIATELY DUE AND PAYABLE IN FULL IN IMMEDIATELY
AVAILABLE FUNDS ON THE REVOLVING COMMITMENT TERMINATION DATE IF NOT SOONER PAID
IN FULL.
(C)
THE SWING LINE LENDER, AT ANY TIME AND FROM TIME TO TIME NO LESS
FREQUENTLY THAN ONCE WEEKLY, SHALL ON BEHALF OF THE BORROWER (AND THE BORROWER
HEREBY IRREVOCABLY AUTHORIZES THE SWING LINE LENDER TO SO ACT ON ITS BEHALF)
REQUEST EACH LENDER WITH A REVOLVING COMMITMENT (INCLUDING THE SWING LINE
LENDER) TO MAKE A REVOLVING LOAN TO THE BORROWER (WHICH SHALL BE A BASE RATE
LOAN) IN AN AMOUNT EQUAL TO THAT LENDER'S REVOLVING CREDIT PERCENTAGE OF THE
PRINCIPAL AMOUNT OF ALL SWING LINE LOANS (THE "REFUNDED SWING LINE LOAN")
OUTSTANDING ON THE DATE SUCH