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 $5,000,000
OR (II) THE DOLLAR AMOUNT OF THE TOTAL REVOLVING CREDIT EXPOSURES EXCEEDING THE
AGGREGATE COMMITMENT; 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.
(B)
TO REQUEST A SWINGLINE LOAN, THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE
AGENT OF SUCH REQUEST BY TELEPHONE (CONFIRMED BY TELECOPY), NOT LATER THAN 12:00
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 ADMINISTRATIVE
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 GENERAL DEPOSIT ACCOUNT OF THE BORROWER
WITH THE SWINGLINE LENDER (OR, 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 ISSUING BANK) BY 3:00 P.M., NEW YORK CITY TIME, ON THE
REQUESTED DATE OF SUCH SWINGLINE LOAN.
(C)
THE SWINGLINE LENDER MAY BY WRITTEN NOTICE GIVEN TO THE ADMINISTRATIVE
AGENT NOT LATER THAN 10:00 A.M., NEW YORK CITY TIME, ON ANY BUSINESS DAY REQUIRE
THE 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 LENDERS WILL PARTICIPATE.
PROMPTLY UPON
RECEIPT OF SUCH NOTICE, THE ADMINISTRATIVE AGENT WILL GIVE NOTICE THEREOF TO
EACH
LENDER, SPECIFYING IN SUCH NOTICE SUCH LENDER'S APPLICABLE PERCENTAGE OF
SUCH SWINGLINE LOAN OR LOANS.
EACH LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY
AGREES, UPON RECEIPT OF NOTICE AS PROVIDED ABOVE, TO PAY TO THE ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF THE SWINGLINE LENDER, SUCH LENDER'S APPLICABLE
PERCENTAGE OF SUCH SWINGLINE LOAN OR LOANS.
EACH LENDER ACKNOWLEDGES AND AGREES
THAT ITS OBLIGATION TO ACQUIRE
23
PARTICIPATIONS IN SWINGLINE LOANS PURSUANT TO THIS PARAGRAPH IS ABSOLUTE AND
UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE WHATSOEVER,
INCLUDING THE OCCURRENCE AND CONTINUANCE OF A DEFAULT OR REDUCTION OR
TERMINATION OF THE COMMITMENTS, AND THAT EACH SUCH PAYMENT SHALL BE MADE WITHOUT
ANY OFFSET, ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER.
EACH LENDER SHALL
COMPLY WITH ITS OBLIGATION UNDER THIS PARAGRAPH BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS, IN THE SAME MANNER AS PROVIDED IN SECTION 2.07 WITH RESPECT TO
LOANS MADE BY SUCH LENDER (AND SECTION 2.07 SHALL APPLY, MUTATIS MUTANDIS, TO
THE PAYMENT OBLIGATIONS OF THE LENDERS), AND THE ADMINISTRATIVE AGENT SHALL
PROMPTLY PAY TO THE SWINGLINE LENDER THE AMOUNTS SO RECEIVED BY IT FROM THE
LENDERS.
THE ADMINISTRATIVE