LETTER OF CREDIT.
2.04
Swing Line Loans.
(A)
THE SWING LINE.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, THE SWING LINE LENDER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE
OTHER LENDERS SET FORTH IN THIS SECTION 2.04, TO MAKE LOANS (EACH SUCH LOAN, A
"SWING LINE LOAN") TO THE BORROWERS 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 SWING LINE SUBLIMIT, NOTWITHSTANDING THE FACT THAT
SUCH SWING LINE LOANS, WHEN AGGREGATED WITH THE PRO RATA SHARE OF THE
OUTSTANDING AMOUNT OF REVOLVING LOANS AND L/C OBLIGATIONS OF THE REVOLVING
LENDER ACTING AS SWING LINE LENDER, MAY
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EXCEED THE AMOUNT OF SUCH LENDER'S REVOLVING COMMITMENT; PROVIDED, HOWEVER, THAT
AFTER GIVING EFFECT TO ANY SWING LINE LOAN, (I) THE TOTAL REVOLVING OUTSTANDINGS
SHALL NOT EXCEED THE AGGREGATE REVOLVING COMMITMENTS, AND (II) THE AGGREGATE
OUTSTANDING AMOUNT OF THE REVOLVING LOANS OF ANY REVOLVING LENDER (OTHER THAN
THE SWING LINE LENDER), PLUS SUCH REVOLVING LENDER'S PRO RATA SHARE OF THE
OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS, PLUS SUCH REVOLVING LENDER'S PRO RATA
SHARE OF THE OUTSTANDING AMOUNT OF ALL SWING LINE LOANS SHALL NOT EXCEED SUCH
LENDER'S REVOLVING COMMITMENT, AND PROVIDED, FURTHER, THAT THE BORROWERS SHALL
NOT USE THE PROCEEDS OF ANY SWING LINE LOAN TO REFINANCE ANY OUTSTANDING SWING
LINE LOAN.
WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE OTHER TERMS AND
CONDITIONS HEREOF, THE BORROWERS MAY BORROW UNDER THIS SECTION 2.04, PREPAY
UNDER SECTION 2.05, AND REBORROW UNDER THIS SECTION 2.04.
EACH SWING LINE LOAN
SHALL BE A BASE RATE LOAN.
IMMEDIATELY UPON THE MAKING OF A SWING LINE LOAN,
EACH REVOLVING LENDER SHALL BE DEEMED TO, AND HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREES TO, PURCHASE FROM THE SWING LINE LENDER A RISK
PARTICIPATION IN SUCH SWING LINE LOAN IN AN AMOUNT EQUAL TO THE PRODUCT OF SUCH
REVOLVING LENDER'S PRO RATA SHARE TIMES THE AMOUNT OF SUCH SWING LINE LOAN.
(B)
BORROWING PROCEDURES.
EACH SWING LINE BORROWING SHALL BE MADE
UPON THE BORROWERS' IRREVOCABLE NOTICE TO THE SWING LINE LENDER AND THE
ADMINISTRATIVE AGENT, WHICH MAY BE GIVEN BY TELEPHONE.
EACH SUCH NOTICE MUST BE
RECEIVED BY THE SWING LINE LENDER AND THE ADMINISTRATIVE AGENT NOT LATER THAN
1:00 P.M. ON THE REQUESTED BORROWING DATE, AND SHALL SPECIFY (I) THE AMOUNT TO
BE BORROWED, WHICH SHALL BE A MINIMUM OF $100,000, AND (II) THE REQUESTED
BORROWING DATE, WHICH SHALL BE A BUSINESS DAY.
EACH SUCH TELEPHONIC NOTICE MUST
BE CONFIRMED PROMPTLY BY DELIVERY TO THE SWING LINE LENDER AND THE
ADMINISTRATIVE AGENT OF A WRITTEN SWING LINE LOAN NOTICE, APPROPRIATELY
COMPLETED AND SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWERS.
PROMPTLY AFTER
RECEIPT BY THE SWING LINE LENDER OF ANY TELEPHONIC SWING LINE LOAN NOTICE, THE
SWING LINE LENDER WILL CONFIRM WITH THE ADMINISTRATIVE AGENT (BY TELEPHONE OR IN
WRITING) THAT THE ADMINISTRATIVE AGENT HAS ALSO RECEIVED SUCH SWING LINE LOAN
NOTICE AND, IF NOT, THE SWING LINE