THEREAFTER BE
REVOCABLE BY EITHER CO-BORROWER.
(B)
NOT LATER THAN 12:00 NOON (NEW YORK CITY TIME) ON THE DATE OF EACH
BORROWING, EACH BANK PARTICIPATING THEREIN SHALL MAKE AVAILABLE ITS SHARE OF
SUCH BORROWING, IN FEDERAL OR OTHER FUNDS IMMEDIATELY AVAILABLE IN NEW YORK
CITY, TO THE ADMINISTRATIVE AGENT AT ITS ADDRESS REFERRED TO IN SECTION 9.01;
PROVIDED THAT SWINGLINE LOANS SHALL BE MADE AS PROVIDED IN SECTION 2.05.
UNLESS
THE ADMINISTRATIVE AGENT DETERMINES THAT ANY APPLICABLE CONDITION SPECIFIED IN
ARTICLE 3 HAS NOT BEEN SATISFIED, THE ADMINISTRATIVE AGENT WILL MAKE THE FUNDS
SO RECEIVED FROM THE BANKS AVAILABLE TO THE APPLICABLE CO-BORROWER AT THE
ADMINISTRATIVE AGENT'S AFORESAID ADDRESS PROVIDED THAT A BASE RATE BORROWING
MADE TO FINANCE THE REIMBURSEMENT OF AN LC DISBURSEMENT AS PROVIDED IN
SECTION 2.17(E) SHALL BE REMITTED BY THE ADMINISTRATIVE AGENT TO THE APPLICABLE
ISSUING BANK.
(C)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM A
BANK PRIOR TO THE DATE OF ANY BORROWING THAT SUCH BANK WILL NOT MAKE AVAILABLE
TO THE ADMINISTRATIVE AGENT SUCH BANK'S SHARE OF SUCH BORROWING, THE
ADMINISTRATIVE AGENT MAY ASSUME THAT SUCH BANK HAS MADE SUCH SHARE AVAILABLE TO
THE ADMINISTRATIVE AGENT ON THE DATE OF SUCH BORROWING IN ACCORDANCE WITH
SUBSECTION (B) OF THIS SECTION AND THE ADMINISTRATIVE AGENT MAY, IN RELIANCE
UPON SUCH ASSUMPTION, MAKE AVAILABLE TO THE APPLICABLE CO-BORROWER ON SUCH DATE
A CORRESPONDING AMOUNT.
IF AND TO THE EXTENT THAT SUCH BANK SHALL NOT HAVE SO
MADE SUCH SHARE AVAILABLE TO THE ADMINISTRATIVE AGENT, SUCH BANK ON THE ONE HAND
AND THE CO-BORROWERS JOINTLY AND SEVERALLY ON THE OTHER, SEVERALLY AGREE TO
REPAY TO THE
17
ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH CORRESPONDING AMOUNT TOGETHER WITH
INTEREST THEREON, FOR EACH DAY FROM THE DATE SUCH AMOUNT IS MADE AVAILABLE TO
THE APPLICABLE CO-BORROWER UNTIL THE DATE SUCH AMOUNT IS REPAID TO THE
ADMINISTRATIVE AGENT, AT THE FEDERAL FUNDS RATE.
IF SUCH BANK SHALL REPAY TO
THE ADMINISTRATIVE AGENT SUCH CORRESPONDING AMOUNT, SUCH AMOUNT SO REPAID SHALL
CONSTITUTE SUCH BANK'S LOAN INCLUDED IN SUCH BORROWING FOR PURPOSES OF THIS
AGREEMENT.
SECTION 2.05.
SWINGLINE BORROWINGS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THE
SWINGLINE BANK AGREES TO MAKE SWINGLINE LOANS TO THE CO-BORROWERS FROM TIME TO
TIME DURING THE REVOLVING CREDIT 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 SUM OF THE TOTAL
REVOLVING EXPOSURES EXCEEDING THE TOTAL COMMITMENTS; PROVIDED THAT THE SWINGLINE
BANK 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 CO-BORROWERS MAY BORROW, PREPAY AND REBORROW
SWINGLINE LOANS.
(B)
SWINGLINE LOAN REQUESTS.
TO REQUEST A SWINGLINE LOAN, CARLISLE
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