GIVING EFFECT THERETO,
(Y) THE REVOLVING CREDIT EXPOSURE OF ANY REVOLVING CREDIT LENDER WOULD EXCEED
ITS REVOLVING CREDIT COMMITMENT AT SUCH TIME OR (Z) THE AGGREGATE REVOLVING
CREDIT EXPOSURE WOULD EXCEED THE AGGREGATE REVOLVING CREDIT COMMITMENTS AT SUCH
TIME.
SUBJECT TO AND ON THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE
BORROWER MAY BORROW, REPAY (INCLUDING BY MEANS OF A BORROWING OF REVOLVING LOANS
PURSUANT TO SECTION 2.2(E)) AND REBORROW SWINGLINE LOANS.
2.2
BORROWINGS.
(A)
THE TERM LOANS AND REVOLVING LOANS (EACH, TOGETHER WITH THE
SWINGLINE LOANS, A "CLASS" OF LOAN) SHALL, AT THE OPTION OF THE BORROWER AND
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, BE EITHER BASE RATE LOANS
OR LIBOR LOANS (EACH, A "TYPE" OF LOAN), PROVIDED THAT (I) ALL LOANS COMPRISING
THE SAME BORROWING SHALL, UNLESS OTHERWISE SPECIFICALLY PROVIDED HEREIN, BE OF
THE SAME TYPE, AND (II) NO LIBOR LOANS MAY BE BORROWED AT ANY TIME PRIOR TO THE
THIRD (3RD) BUSINESS DAY AFTER THE CLOSING DATE.
THE SWINGLINE LOANS SHALL BE
MADE AND MAINTAINED AS BASE RATE LOANS AT ALL TIMES.
(B)
IN ORDER TO MAKE A BORROWING (OTHER THAN (X) BORROWINGS OF
SWINGLINE LOANS, WHICH SHALL BE MADE PURSUANT TO SECTION 2.2(D), (Y) BORROWINGS
FOR THE PURPOSE OF REPAYING REFUNDED SWINGLINE LOANS, WHICH SHALL BE MADE
PURSUANT TO SECTION 2.2(E), AND (Z) BORROWINGS INVOLVING CONTINUATIONS OR
CONVERSIONS OF OUTSTANDING LOANS, WHICH SHALL BE MADE PURSUANT TO SECTION 2.11),
THE BORROWER WILL GIVE THE ADMINISTRATIVE AGENT WRITTEN NOTICE NOT LATER THAN
11:00 A.M., CHARLOTTE TIME, THREE (3) BUSINESS DAYS PRIOR TO EACH BORROWING TO
BE COMPRISED OF LIBOR LOANS AND ONE (1) BUSINESS DAY PRIOR TO EACH BORROWING TO
BE COMPRISED OF BASE RATE LOANS; PROVIDED, HOWEVER, THAT REQUESTS FOR THE
BORROWING OF THE TERM LOANS AND ANY REVOLVING
29
Loans to be made on the Closing Date may, at the discretion of the
Administrative Agent, be given with less advance notice than as specified
hereinabove.
Each such notice (each, a "Notice of Borrowing") shall be
irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the
aggregate principal amount, Class and initial Type of the Loans to be made
pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the
initial Interest Period to be applicable thereto, and (3) the requested
Borrowing Date, which shall be a Business Day.
Upon its receipt of a Notice of
Borrowing, the Administrative Agent will promptly notify each applicable Lender
of the proposed Borrowing.
Notwithstanding anything to the contrary contained
herein:
(I)
THE AGGREGATE PRINCIPAL AMOUNT OF THE BORROWING OF TERM LOANS
SHALL BE IN THE AMOUNT OF THE AGGREGATE TERM LOAN COMMITMENTS;
(II)
THE AGGREGATE PRINCIPAL AMOUNT OF EACH BORROWING COMPRISED OF
BASE RATE LOANS SHALL NOT BE LESS THAN $500,000 OR, IF GREATER, AN INTEGRAL
MULTIPLE OF $100,000 IN EXCESS THEREOF (OR, IN THE CASE OF A BORROWING OF
REVOLVING LOANS, IF LESS, IN THE AMOUNT OF THE AGGREGATE REVOLVING CREDIT
COMMITMENTS LESS THE AGGREGATE