THE BORROWER ON
THE EFFECTIVE DATE IN A PRINCIPAL AMOUNT NOT EXCEEDING ITS TRANCHE A COMMITMENT,
(B) A TRANCHE B TERM LOAN TO THE BORROWER ON THE EFFECTIVE DATE IN A PRINCIPAL
AMOUNT NOT EXCEEDING ITS TRANCHE B COMMITMENT AND (C) REVOLVING LOANS TO THE
BORROWER FROM TIME TO TIME DURING THE REVOLVING AVAILABILITY PERIOD IN AN
AGGREGATE PRINCIPAL AMOUNT THAT WILL NOT RESULT IN SUCH LENDER'S REVOLVING
EXPOSURE EXCEEDING SUCH LENDER'S REVOLVING COMMITMENT.
WITHIN THE FOREGOING
LIMITS AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THE BORROWER
MAY BORROW, PREPAY AND REBORROW REVOLVING LOANS.
AMOUNTS REPAID OR PREPAID IN
RESPECT OF TERM LOANS MAY NOT BE REBORROWED.
28
SECTION 2.02.
LOANS AND BORROWINGS.
(A)
EACH LOAN (OTHER THAN A SWINGLINE
LOAN) SHALL BE MADE AS PART OF A BORROWING CONSISTING OF LOANS OF THE SAME CLASS
AND TYPE MADE BY THE LENDERS RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE
COMMITMENTS OF THE APPLICABLE CLASS.
THE FAILURE OF ANY LENDER TO MAKE ANY LOAN
REQUIRED TO BE MADE BY IT SHALL NOT RELIEVE ANY OTHER LENDER OF ITS OBLIGATIONS
HEREUNDER; PROVIDED THAT THE COMMITMENTS OF THE LENDERS ARE SEVERAL AND NO
LENDER SHALL BE RESPONSIBLE FOR ANY OTHER LENDER'S FAILURE TO MAKE LOANS AS
REQUIRED.
(B)
SUBJECT TO SECTION 2.14, EACH REVOLVING BORROWING AND TERM BORROWING SHALL
BE COMPRISED ENTIRELY OF ABR LOANS OR EURODOLLAR LOANS AS THE BORROWER MAY
REQUEST IN ACCORDANCE HEREWITH.
EACH SWINGLINE LOAN SHALL BE AN ABR LOAN.
EACH
LENDER AT ITS OPTION MAY MAKE ANY EURODOLLAR LOAN BY CAUSING ANY DOMESTIC OR
FOREIGN BRANCH OR AFFILIATE OF SUCH LENDER TO MAKE SUCH LOAN; PROVIDED THAT ANY
EXERCISE OF SUCH OPTION SHALL NOT AFFECT THE OBLIGATION OF THE BORROWER TO REPAY
SUCH LOAN IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(C)
AT THE COMMENCEMENT OF EACH INTEREST PERIOD FOR ANY EURODOLLAR BORROWING,
SUCH BORROWING SHALL BE IN AN AGGREGATE AMOUNT THAT IS AN INTEGRAL MULTIPLE OF
$500,000 AND NOT LESS THAN $2,500,000.
AT THE TIME THAT EACH ABR REVOLVING
BORROWING IS MADE, SUCH BORROWING SHALL BE IN AN AGGREGATE AMOUNT THAT IS AN
INTEGRAL MULTIPLE OF $500,000 AND NOT LESS THAN $1,000,000.
EACH SWINGLINE LOAN
SHALL BE IN AN AMOUNT THAT IS AN INTEGRAL MULTIPLE OF $250,000 AND NOT LESS THAN
$500,000.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, AN ABR REVOLVING
BORROWING OR A SWINGLINE LOAN MAY BE IN AN AGGREGATE AMOUNT THAT IS EQUAL TO THE
ENTIRE UNUSED BALANCE OF THE AGGREGATE REVOLVING COMMITMENTS.
BORROWINGS OF
MORE THAN ONE TYPE AND CLASS MAY BE OUTSTANDING AT THE SAME TIME; PROVIDED THAT
THERE SHALL NOT AT ANY TIME BE MORE THAN A TOTAL OF FIVE EURODOLLAR BORROWINGS
OUTSTANDING.
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE BORROWER SHALL
NOT BE ENTITLED TO REQUEST, OR TO ELECT TO CONVERT OR CONTINUE, ANY BORROWING IF
THE INTEREST PERIOD REQUESTED WITH RESPECT THERETO WOULD END AFTER THE REVOLVING
MATURITY DATE, THE TRANCHE A MATURITY DATE OR THE TRANCHE B MATURITY DATE, AS
APPLICABLE.
SECTION 2.03.