PROVIDED IN THIS SECTION
2.01(C)(VI), THE SWING LINE LENDER SHALL BE ENTITLED TO RECOVER SUCH AMOUNT ON
DEMAND FROM SUCH REVOLVING LENDER TOGETHER WITH INTEREST AT THE CUSTOMARY RATE
SET BY THE SWING LINE LENDER FOR CORRECTION OF ERRORS AMONG BANKS IN NEW YORK
CITY FOR ONE BUSINESS DAY AND THEREAFTER AT THE BASE RATE PLUS THE THEN
APPLICABLE MARGIN FOR BASE RATE LOANS.
(VII)
EACH REVOLVING LENDER'S OBLIGATION TO MAKE REVOLVING LOANS
PURSUANT TO CLAUSE (IV) ABOVE AND TO PURCHASE PARTICIPATION INTERESTS IN
OUTSTANDING SWING LINE LOANS PURSUANT TO CLAUSE (VI) ABOVE SHALL BE ABSOLUTE AND
UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE, INCLUDING (WITHOUT
LIMITATION) (I) ANY SET-OFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT
WHICH SUCH REVOLVING LENDER OR ANY OTHER PERSON MAY HAVE AGAINST THE SWING LINE
LENDER, THE BORROWER, HOLDINGS OR ANY OTHER LOAN PARTY, (II) THE OCCURRENCE OR
CONTINUANCE OF A DEFAULT OR AN EVENT OF DEFAULT OR THE TERMINATION OR REDUCTION
IN THE AMOUNT OF THE REVOLVING COMMITMENTS AFTER ANY SUCH SWING LINE LOANS WERE
MADE, (III) ANY ADVERSE CHANGE IN THE CONDITION (FINANCIAL OR OTHERWISE) OF THE
BORROWER OR ANY OTHER PERSON, (IV) ANY BREACH OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT BY THE BORROWER OR ANY OTHER LENDER, (V) WHETHER ANY CONDITION
SPECIFIED IN ARTICLE IV IS THEN SATISFIED OR (VI) ANY OTHER CIRCUMSTANCE,
HAPPENING OR EVENT WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FORGOING.
IF SUCH LENDER DOES NOT PAY SUCH AMOUNT FORTHWITH UPON THE SWING LINE LENDER'S
DEMAND THEREFOR, AND UNTIL SUCH TIME AS SUCH LENDER MAKES THE REQUIRED PAYMENT,
THE SWING LINE LENDER SHALL BE DEEMED TO CONTINUE TO HAVE OUTSTANDING SWING LINE
LOANS IN THE AMOUNT OF SUCH UNPAID PARTICIPATION INTEREST FOR ALL PURPOSES OF
THE LOAN DOCUMENTS OTHER THAN THOSE PROVISIONS REQUIRING THE OTHER LENDERS TO
PURCHASE A PARTICIPATION THEREIN.
FURTHER, SUCH LENDER SHALL BE DEEMED TO HAVE
ASSIGNED ANY AND ALL PAYMENTS MADE OF PRINCIPAL AND INTEREST ON ITS LOANS, AND
ANY OTHER AMOUNTS DUE TO IT HEREUNDER TO THE SWING LINE LENDER TO FUND SWING
LINE LOANS IN THE AMOUNT OF THE PARTICIPATION INTEREST IN SWING LINE LOANS THAT
SUCH LENDER FAILED TO PURCHASE PURSUANT TO THIS SECTION 2.01(C)(VI) UNTIL SUCH
AMOUNT HAS BEEN PURCHASED (AS A RESULT OF SUCH ASSIGNMENT OR OTHERWISE).
SECTION 2.02
NOTICE OF BORROWINGS.
(A)
BORROWINGS OTHER THAN SWING LINE LOANS.
EXCEPT IN THE CASE OF
SWING LINE LOANS AND L/C BORROWINGS, THE BORROWER SHALL GIVE THE ADMINISTRATIVE
AGENT A NOTICE OF BORROWING NOT LATER THAN 1:00 P.M. ON (I) THE BUSINESS DAY
IMMEDIATELY PRECEDING EACH BASE RATE BORROWING AND (II) THE THIRD BUSINESS DAY
BEFORE EACH EURODOLLAR BORROWING (UNLESS THE BORROWER WISHES TO REQUEST AN
INTEREST PERIOD FOR SUCH BORROWING OTHER THAN ONE, TWO, THREE OR SIX MONTHS IN
DURATION AS PROVIDED IN THE
44
DEFINITION OF "INTEREST PERIOD", IN WHICH CASE ON THE FOURTH BUSINESS DAY BEFORE
EACH SUCH EURODOLLAR BORROWING), SPECIFYING:
(I)
THE DATE OF SUCH BORROWING, WHICH SHALL BE A BUSINESS