PURCHASE A
PARTICIPATION IN ANY SWINGLINE LOAN IF A DEFAULT OR AN EVENT OF DEFAULT THEN
EXISTS AND SUCH SWINGLINE LOAN WAS MADE BY THE SWINGLINE LENDER WITHOUT RECEIPT
OF A WRITTEN NOTICE OF BORROWING IN THE FORM SPECIFIED IN SUBCLAUSE (I) ABOVE OR
AFTER ADMINISTRATIVE AGENT HAS DELIVERED A NOTICE OF DEFAULT OR EVENT OF DEFAULT
WHICH HAS NOT BEEN RESCINDED.
(C)
INTEREST RATE.
EACH SWINGLINE LOAN SHALL BEAR INTEREST ON THE
OUTSTANDING PRINCIPAL AMOUNT THEREOF, FOR EACH DAY FROM THE DATE SUCH SWINGLINE
LOAN IS MADE UNTIL THE DATE IT IS REPAID, AT A RATE PER ANNUM EQUAL TO THE
FEDERAL FUNDS RATE PLUS THE APPLICABLE MARGIN FOR EURO-CURRENCY LOANS FOR SUCH
DAY.
Section 2.5. Notice to Banks; Funding of Loans; Replacement of Defaulting Bank.
(A)
UPON RECEIPT OF A NOTICE OF BORROWING FROM THE BORROWER IN
ACCORDANCE WITH SECTION 2.3 HEREOF, THE ADMINISTRATIVE AGENT SHALL, ON THE DATE
SUCH NOTICE OF BORROWING IS RECEIVED BY THE ADMINISTRATIVE AGENT, NOTIFY EACH
APPLICABLE BANK OF THE CONTENTS THEREOF AND OF SUCH BANK'S SHARE OF SUCH
BORROWING, OF THE INTEREST RATE APPLICABLE THERETO AND THE INTEREST
PERIOD(S) AND SUCH NOTICE OF BORROWING SHALL NOT THEREAFTER BE REVOCABLE BY THE
BORROWER, UNLESS THE BORROWER SHALL PAY ANY APPLICABLE EXPENSES PURSUANT TO
SECTION 2.16.
37
(B)
NOT LATER THAN 2:00 P.M. (NEW YORK CITY TIME OR, IN THE CASE OF
ANY ALTERNATE CURRENCY BORROWING, LONDON TIME) ON THE DATE OF EACH BORROWING
(INCLUDING WITHOUT LIMITATION EACH MANDATORY BORROWING) AS INDICATED IN THE
APPLICABLE NOTICE OF BORROWING, EACH BANK SHALL (EXCEPT AS PROVIDED IN
SUBSECTION (D) OF THIS SECTION 2.5) MAKE AVAILABLE ITS PRO RATA SHARE OF SUCH
BORROWING IN FEDERAL FUNDS OR THE APPLICABLE ALTERNATE CURRENCY IMMEDIATELY
AVAILABLE IN NEW YORK, NEW YORK (OR, IN THE CASE OF ANY ALTERNATE CURRENCY
BORROWING, THE PRINCIPAL FINANCIAL CENTER OF THE ALTERNATE CURRENCY IN
QUESTION), TO THE ADMINISTRATIVE AGENT AT ITS ADDRESS REFERRED TO IN
SECTION 9.1.
IF THE BORROWER HAS REQUESTED THE ISSUANCE OF A LETTER OF CREDIT,
NO LATER THAN 1:00 P.M. (NEW YORK CITY TIME) ON THE DATE OF SUCH ISSUANCE AS
INDICATED IN THE NOTICE DELIVERED PURSUANT TO SECTION 2.3(B), THE FRONTING BANK
SHALL ISSUE SUCH LETTER OF CREDIT FOR THE AMOUNT SO REQUESTED AND DELIVER THE
SAME TO, OR AS DIRECTED IN WRITING BY, THE BORROWER, WITH A COPY THEREOF TO THE
ADMINISTRATIVE AGENT.
IMMEDIATELY UPON THE ISSUANCE OF EACH LETTER OF CREDIT BY
THE FRONTING BANK, THE FRONTING BANK SHALL BE DEEMED TO HAVE SOLD AND
TRANSFERRED TO EACH OTHER BANK, AND EACH SUCH OTHER BANK SHALL BE DEEMED, AND
HEREBY AGREES, TO HAVE IRREVOCABLY AND UNCONDITIONALLY PURCHASED AND RECEIVED
FROM THE FRONTING BANK, WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND
A PARTICIPATION IN SUCH LETTER OF CREDIT, ANY DRAWING THEREUNDER, AND ITS
OBLIGATION TO PAY ITS PRO RATA SHARE WITH RESPECT THERETO, AND ANY SECURITY
THEREFOR OR GUARANTY PERTAINING THERETO, IN AN AMOUNT EQUAL TO SUCH BANK'S
RATABLE SHARE THEREOF.
UPON ANY CHANGE IN ANY OF