SUBSTITUTED OR
REPLACED FROM TIME TO TIME, EACH A "REVOLVING NOTE" AND, COLLECTIVELY, THE
"REVOLVING NOTES").
REVOLVING LOANS WHICH ARE INDEX RATE LOANS MAY BE REQUESTED
IN ANY AMOUNT BY WRITTEN NOTICE DELIVERED BY 11:00 A.M. (NEW YORK TIME) ONE
(1) BUSINESS DAY PRIOR TO SUCH FUNDING 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 11:00 A.M. (NEW YORK TIME) ON THE BUSINESS
DAY ON WHICH THE LOAN IS TO BE MADE.
ALL LIBOR LOANS REQUIRE THREE (3) BUSINESS
DAYS PRIOR WRITTEN NOTICE WHICH NOTICE MUST BE RECEIVED BY 11:00 A.M. (NEW YORK
TIME) ON SUCH DATE. WRITTEN NOTICES FOR FUNDING REQUESTS SHALL BE IN THE FORM
ATTACHED AS EXHIBIT 1.1(B)(II) ("NOTICE OF REVOLVING CREDIT ADVANCE").
(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 AND IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND
BORROWER CONTAINED HEREIN, 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.
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(B); 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.
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 REBORROW UNDER THIS SECTION 1.1(C).
EACH SWING LINE ADVANCE SHALL BE MADE PURSUANT TO A NOTICE OF REVOLVING CREDIT
ADVANCE DELIVERED BY BORROWER TO AGENT IN ACCORDANCE WITH SECTION 1.1(B).
UNLESS THE SWING LINE LENDER HAS RECEIVED AT LEAST ONE (1) BUSINESS DAY'S PRIOR
WRITTEN NOTICE FROM REQUISITE REVOLVING LENDERS INSTRUCTING IT NOT TO MAKE A
SWING LINE ADVANCE, THE SWING LINE LENDER SHALL, NOTWITHSTANDING THE FAILURE OF
ANY CONDITION PRECEDENT SET FORTH IN SECTION 7.2, BE ENTITLED TO FUND THAT SWING
LINE ADVANCE, AND TO HAVE EACH REVOLVING LENDER MAKE REVOLVING CREDIT ADVANCES
IN ACCORDANCE WITH SECTION 1.1(C)(III) OR PURCHASE PARTICIPATING INTERESTS IN
ACCORDANCE WITH SECTION 1.1(C)(IV).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS, THE SWING LINE LOAN SHALL CONSTITUTE AN
INDEX RATE LOAN.
BORROWER SHALL REPAY THE AGGREGATE OUTSTANDING PRINCIPAL
AMOUNT OF THE SWING LINE LOAN UPON DEMAND THEREFOR BY AGENT. THE ENTIRE UNPAID
4
BALANCE OF THE SWING LINE LOAN SHALL BE IMMEDIATELY DUE AND PAYABLE IN FULL IN
IMMEDIATELY AVAILABLE FUNDS ON THE COMMITMENT TERMINATION DATE IF NOT SOONER
PAID IN FULL.
(II)
BORROWER SHALL EXECUTE AND