THE TYPE OF LOANS RESULTING FROM THE PROPOSED CONVERSION OR
CONTINUATION; AND
(IV)
IN THE CASE OF CONVERSION INTO, OR CONTINUATION OF, LIBOR LOANS,
THE DURATION OF THE REQUESTED INTEREST PERIOD THEREFOR.
(C)
IF UPON THE EXPIRATION OF ANY INTEREST PERIOD APPLICABLE TO LIBOR
LOANS, THE COMPANY HAS FAILED TO SELECT TIMELY A NEW INTEREST PERIOD TO BE
APPLICABLE TO SUCH LIBOR LOANS, THE COMPANY SHALL BE DEEMED TO HAVE ELECTED TO
CONVERT SUCH LIBOR LOANS INTO BASE RATE LOANS EFFECTIVE ON THE LAST DAY OF SUCH
INTEREST PERIOD.
(D)
THE ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY EACH LENDER OF ITS
RECEIPT OF A NOTICE OF CONVERSION OR CONTINUATION PURSUANT TO THIS SECTION 2.2.3
OR, IF NO TIMELY NOTICE IS PROVIDED BY THE COMPANY, OF THE DETAILS OF ANY
AUTOMATIC CONVERSION.
(E)
ANY CONVERSION OF A LIBOR LOAN ON A DAY OTHER THAN THE LAST DAY OF
AN INTEREST PERIOD THEREFOR SHALL BE SUBJECT TO SECTION 8.4.
2.2.4
SWING LINE FACILITY.
(A)
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE SWING LINE LENDER UPON
THE ADMINISTRATIVE AGENT'S RECEIPT OF ANY NOTICE OF BORROWING. SUBJECT TO THE
TERMS AND CONDITIONS HEREOF, THE SWING LINE LENDER MAY, IN ITS SOLE DISCRETION,
MAKE AVAILABLE FROM TIME TO TIME UNTIL THE TERMINATION DATE ADVANCES (EACH, A
"SWING LINE LOAN") IN ACCORDANCE WITH ANY SUCH NOTICE, NOTWITHSTANDING THAT
AFTER MAKING A REQUESTED SWING LINE LOAN, THE SUM OF THE SWING LINE LENDER'S PRO
RATA SHARE OF THE REVOLVING OUTSTANDING AND ALL OUTSTANDING SWING LINE LOANS,
MAY EXCEED THE SWING LINE LENDER'S PRO RATA SHARE OF THE REVOLVING COMMITMENT.
THE PROVISIONS OF THIS SECTION 2.2.4 SHALL NOT RELIEVE LENDERS OF THEIR
OBLIGATIONS TO MAKE REVOLVING LOANS UNDER SECTION 2.1.1; PROVIDED THAT IF THE
SWING LINE LENDER MAKES A SWING LINE LOAN PURSUANT TO ANY SUCH NOTICE, SUCH
SWING LINE LOAN SHALL BE IN LIEU OF ANY REVOLVING LOAN THAT OTHERWISE MAY BE
MADE BY THE LENDERS PURSUANT TO SUCH NOTICE. THE AGGREGATE AMOUNT OF SWING LINE
LOANS OUTSTANDING SHALL NOT EXCEED AT ANY TIME SWING LINE AVAILABILITY. UNTIL
THE TERMINATION DATE, THE LOAN PARTIES MAY FROM TIME TO TIME BORROW, REPAY AND
REBORROW UNDER THIS SECTION 2.2.4. EACH SWING LINE LOAN SHALL BE MADE PURSUANT
TO A NOTICE OF BORROWING DELIVERED BY THE COMPANY TO THE ADMINISTRATIVE AGENT IN
ACCORDANCE WITH SECTION 2.2.2. ANY SUCH NOTICE MUST BE GIVEN NO LATER THAN
2:00 P.M., CHICAGO TIME, ON THE BUSINESS DAY OF THE PROPOSED SWING LINE LOAN.
UNLESS THE SWING LINE LENDER HAS RECEIVED AT LEAST ONE BUSINESS DAY'S PRIOR
WRITTEN NOTICE FROM THE REQUIRED LENDERS INSTRUCTING IT NOT TO MAKE A SWING LINE
LOAN, THE SWING LINE LENDER SHALL, NOTWITHSTANDING THE FAILURE OF ANY CONDITION
PRECEDENT SET FORTH IN SECTION 12.2, BE ENTITLED TO FUND THAT SWING LINE LOAN,
AND TO HAVE SUCH LENDER MAKE REVOLVING LOANS IN ACCORDANCE WITH
SECTION 2.2.4(C) OR PURCHASE PARTICIPATING INTERESTS IN ACCORDANCE WITH
SECTION 2.2.4(D).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS, EACH SWING LINE LOAN SHALL CONSTITUTE