UNCONDITIONALLY AND IRREVOCABLY TO HAVE PURCHASED
FROM THE AGENT WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND
PARTICIPATION IN SUCH PROTECTIVE ADVANCE IN PROPORTION TO ITS APPLICABLE
PERCENTAGE.
FROM AND AFTER THE DATE, IF ANY, ON WHICH ANY LENDER IS REQUIRED TO
FUND ITS PARTICIPATION IN ANY PROTECTIVE ADVANCE PURCHASED HEREUNDER, THE AGENT
SHALL PROMPTLY DISTRIBUTE TO SUCH LENDER, SUCH LENDER'S APPLICABLE PERCENTAGE OF
ALL PAYMENTS OF PRINCIPAL AND INTEREST AND ALL PROCEEDS OF COLLATERAL RECEIVED
BY THE AGENT IN RESPECT OF SUCH PROTECTIVE ADVANCE.
SECTION 2.05. SWINGLINE LOANS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, THE SWINGLINE LENDER AGREES TO MAKE SWINGLINE LOANS TO THE
BORROWER FROM TIME TO TIME DURING THE AVAILABILITY PERIOD, IN AN AGGREGATE
PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING THAT WILL NOT RESULT IN (I) THE
AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING SWINGLINE LOANS EXCEEDING $25,000,000
OR (II) THE TOTAL REVOLVING EXPOSURES EXCEEDING THE LESSER OF THE TOTAL
COMMITMENTS AND THE BORROWING BASE; PROVIDED THAT THE SWINGLINE LENDER SHALL NOT
BE REQUIRED TO MAKE A SWINGLINE LOAN TO REFINANCE AN OUTSTANDING SWINGLINE
LOAN.
WITHIN THE FOREGOING LIMITS AND SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, THE BORROWER MAY BORROW, PREPAY AND REBORROW SWINGLINE LOANS.
TO
REQUEST A SWINGLINE LOAN, THE BORROWER SHALL NOTIFY THE AGENT OF SUCH REQUEST BY
TELEPHONE (CONFIRMED BY FACSIMILE), NOT LATER THAN 12:00 P.M. (NOON), NEW YORK
CITY TIME, ON THE DAY OF A PROPOSED SWINGLINE LOAN.
EACH SUCH NOTICE SHALL BE
IRREVOCABLE AND SHALL SPECIFY THE REQUESTED DATE (WHICH SHALL BE A BUSINESS DAY)
AND AMOUNT OF THE REQUESTED SWINGLINE LOAN.
THE AGENT WILL PROMPTLY ADVISE THE
SWINGLINE LENDER OF ANY SUCH NOTICE RECEIVED FROM THE BORROWER.
THE SWINGLINE
LENDER SHALL MAKE EACH SWINGLINE LOAN AVAILABLE TO THE BORROWER BY MEANS OF A
CREDIT TO THE FUNDING ACCOUNT OR OTHERWISE IN ACCORDANCE WITH THE INSTRUCTIONS
OF THE BORROWER (INCLUDING, IN THE CASE OF A SWINGLINE LOAN MADE TO FINANCE THE
REIMBURSEMENT OF AN LC DISBURSEMENT AS PROVIDED IN SECTION 2.06(E), BY
REMITTANCE TO THE APPLICABLE ISSUING BANK, AND IN THE
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CASE OF REPAYMENT OF ANOTHER LOAN OR FEES OR EXPENSES AS PROVIDED BY SECTION
2.18(C), BY REMITTANCE TO THE AGENT TO BE DISTRIBUTED TO THE LENDERS) ON THE
REQUESTED DATE OF SUCH SWINGLINE LOAN.
(B) THE SWINGLINE LENDER MAY BY WRITTEN NOTICE GIVEN TO THE AGENT NOT LATER THAN
1:00 P.M., NEW YORK CITY TIME, ON ANY BUSINESS DAY REQUIRE THE REVOLVING LENDERS
TO ACQUIRE PARTICIPATIONS ON SUCH BUSINESS DAY IN ALL OR A PORTION OF THE
SWINGLINE LOANS OUTSTANDING.
SUCH NOTICE SHALL SPECIFY THE AGGREGATE AMOUNT OF
SWINGLINE LOANS IN WHICH REVOLVING LENDERS WILL PARTICIPATE.
PROMPTLY UPON
RECEIPT OF SUCH NOTICE, THE AGENT WILL GIVE NOTICE THEREOF TO EACH REVOLVING
LENDER, SPECIFYING IN SUCH NOTICE SUCH LENDER'S APPLICABLE PERCENTAGE OF SUCH
SWINGLINE LOAN OR LOANS.
EACH REVOLVING LENDER HEREBY ABSOLUTELY AND
UNCONDITIONALLY AGREES, UPON RECEIPT OF NOTICE AS PROVIDED ABOVE, TO PAY TO THE
AGENT, FOR THE ACCOUNT OF THE SWINGLINE LENDER, SUCH