THE BORROWER FOR INTEREST ON THE SWING LINE
LOANS.
UNTIL EACH REVOLVING LENDER FUNDS ITS BASE RATE COMMITTED LOAN OR RISK
PARTICIPATION PURSUANT TO THIS SECTION 2.04 TO REFINANCE SUCH REVOLVING LENDER'S
APPLICABLE PERCENTAGE OF ANY SWING LINE LOAN, INTEREST IN RESPECT OF SUCH
APPLICABLE PERCENTAGE SHALL BE SOLELY FOR THE ACCOUNT OF THE SWING LINE LENDER.
(F)
PAYMENTS DIRECTLY TO SWING LINE LENDER.
THE BORROWER SHALL MAKE
ALL PAYMENTS OF PRINCIPAL AND INTEREST IN RESPECT OF THE SWING LINE LOANS
DIRECTLY TO THE SWING LINE LENDER.
2.05
NEGOTIATED RATE LOANS.
(A)
NEGOTIATED RATE LOANS.
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, EACH REVOLVING LENDER, SEVERALLY AND FOR ITSELF ALONE, MAY (BUT IS
NOT OBLIGATED TO) MAKE ONE OR MORE LOANS (EACH SUCH LOAN, A "NEGOTIATED RATE
LOAN") TO THE BORROWER FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE
AVAILABILITY PERIOD IN AN AGGREGATE AMOUNT NOT TO EXCEED AT ANY TIME OUTSTANDING
THE AMOUNT OF THE NEGOTIATED RATE SUBLIMIT, NOTWITHSTANDING THE FACT THAT SUCH
NEGOTIATED RATE LOANS, WHEN AGGREGATED WITH THE APPLICABLE PERCENTAGE OF THE
OUTSTANDING AMOUNT OF COMMITTED LOANS AND L/C OBLIGATIONS OF SUCH LENDER MAY
EXCEED THE AMOUNT OF SUCH LENDER'S COMMITMENT; PROVIDED, THAT TOTAL REVOLVING
OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE REVOLVING COMMITMENTS; AND, PROVIDED
FURTHER, THAT NEGOTIATED RATE LOANS SHALL BE AVAILABLE TO THE BORROWER FOR
PERIODS OF ONE DAY TO 180 DAYS, SO LONG AS BOTH THE CORPORATE RATING OF THE
BORROWER BY S&P IS BBB- OR BETTER AND THE SENIOR IMPLIED RATING OF THE BORROWER
BY MOODY'S IS BAA3 OR BETTER.
IT IS UNDERSTOOD THAT SHOULD A LENDER MAKE A
NEGOTIATED RATE LOAN IT SHALL NOT RELIEVE SUCH LENDER FROM ITS OBLIGATION TO
MAKE ITS PRO RATA SHARE OF ANY FUTURE COMMITTED REVOLVING LOAN EVEN IF AFTER
MAKING SUCH COMMITTED REVOLVING LOAN THE OUTSTANDING AMOUNT OF COMMITTED
REVOLVING LOANS AND L/C OBLIGATIONS OF SUCH LENDER, TOGETHER WITH THE
OUTSTANDING AMOUNT OF ITS NEGOTIATED RATE LOANS, EXCEEDS THE AMOUNT SUCH
LENDER'S REVOLVING COMMITMENT.
(B)
PROCEDURE FOR NEGOTIATED RATE LOANS.
THE BORROWER MAY, FROM TIME
TO TIME, APPROACH ONE OR MORE OF THE LENDERS TO DETERMINE WHETHER SUCH LENDER OR
LENDERS WILL MAKE ONE OR MORE NEGOTIATED RATE LOANS.
THE BORROWER AND ANY
LENDER OR LENDERS SHALL, IF EACH OF THEM IN THEIR SOLE DISCRETION ELECTS TO DO
SO, AGREE TO ENTER INTO ONE OR MORE NEGOTIATED RATE LOANS AS PART OF SUCH
PROPOSED NEGOTIATED RATE BORROWING ON MUTUALLY AGREED-UPON TERMS, INCLUDING THE
INTEREST PERIOD WITH RESPECT THERETO, AND NOTIFY THE ADMINISTRATIVE AGENT BY
DELIVERING A WRITTEN NEGOTIATED RATE LOAN NOTICE FROM THE BORROWER AND THE
LENDER OR LENDERS PROPOSING TO MAKE NEGOTIATED RATE LOANS BEFORE 12 NOON ON THE
DATE OF THE FUNDING OF SUCH NEGOTIATED RATE LOAN, WHICH SHALL BE A BUSINESS DAY
(THE "NEGOTIATED RATE FUNDING DATE").
SUCH NEGOTIATED RATE LOAN NOTICE SHALL
SPECIFY THE AMOUNT OF EACH NEGOTIATED RATE LOAN THAT SUCH LENDER OR LENDERS WILL
MAKE AS PART OF SUCH PROPOSED NEGOTIATED RATE BORROWING, THE
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