COMMERCIALLY REASONABLE PRACTICE OR LAW
AND; PROVIDED FURTHER, THAT NO LETTER OF CREDIT SHALL REQUIRE PAYMENT AGAINST A
CONFORMING DRAFT TO BE MADE THEREUNDER ON THE SECOND BUSINESS DAY FOLLOWING THE
DATE THAT SUCH DRAFT IS PRESENTED IF SUCH PRESENTATION IS MADE LATER THAN
1:00 P.M. NEW YORK CITY TIME (EXCEPT THAT IF THE BENEFICIARY OF ANY LETTER OF
CREDIT REQUESTS AT THE TIME OF THE ISSUANCE OF ITS LETTER OF CREDIT THAT PAYMENT
BE MADE ON THE SAME BUSINESS DAY AGAINST A CONFORMING DRAFT, SUCH BENEFICIARY
SHALL BE ENTITLED TO SUCH A SAME DAY DRAW; PROVIDED SUCH DRAFT IS PRESENTED TO
THE FRONTING BANK NO LATER THAN 1:00 P.M. (NEW YORK CITY TIME) AND PROVIDED
FURTHER THE BORROWER SHALL HAVE REQUESTED TO THE FRONTING BANK AND THE
ADMINISTRATIVE AGENT THAT SUCH BENEFICIARY SHALL BE ENTITLED TO A SAME DAY
DRAW). IN DETERMINING WHETHER TO PAY ON SUCH LETTER OF CREDIT, THE FRONTING BANK
SHALL BE RESPONSIBLE ONLY TO DETERMINE THAT THE DOCUMENTS AND CERTIFICATES
REQUIRED TO BE DELIVERED UNDER THE LETTER OF CREDIT HAVE BEEN DELIVERED AND THAT
THEY COMPLY ON THEIR FACE WITH THE REQUIREMENTS OF THAT LETTER OF CREDIT.
AS
PROVIDED IN SECTION 2.19(A), THE EXISTING LETTERS OF CREDIT SHALL BE DEEMED TO
HAVE BEEN ISSUED UNDER THIS AGREEMENT ON THE CLOSING DATE.
32
Section 2.4. Swingline Loan Subfacility.
(A)
SWINGLINE COMMITMENT.
SUBJECT TO THE TERMS
AND CONDITIONS OF THIS SECTION 2.4, THE SWINGLINE LENDER, IN ITS INDIVIDUAL
CAPACITY, AGREES TO MAKE CERTAIN REVOLVING CREDIT LOANS DENOMINATED IN DOLLARS
TO THE BORROWER (EACH A "SWINGLINE LOAN" AND, COLLECTIVELY, THE "SWINGLINE
LOANS") AT ANY TIME AND FROM TIME TO TIME DURING THE TERM HEREOF; PROVIDED,
HOWEVER, THAT THE AGGREGATE AMOUNT OF SWINGLINE LOANS OUTSTANDING AT ANY TIME
SHALL NOT EXCEED THE LESSER OF (I) $25,000,000, AND (II) THE AGGREGATE REVOLVING
CREDIT COMMITMENTS LESS THE SUM OF (A) ALL REVOLVING CREDIT LOANS AND SWINGLINE
LOANS THEN OUTSTANDING, AND (B) THE LETTER OF CREDIT USAGE (THE "SWINGLINE
COMMITMENT"); PROVIDED THAT THE SWINGLINE LENDER SHALL NOT MAKE ANY SWINGLINE
LOAN AVAILABLE IF, AFTER GIVING EFFECT THERETO THE AGGREGATE PRINCIPAL AMOUNT OF
THE SUM OF (I) THE SWINGLINE LENDER'S SWINGLINE LOANS THEN OUTSTANDING, (II) ALL
OTHER REVOLVING CREDIT LOANS HELD BY THE SWINGLINE LENDER THEN OUTSTANDING AND
(III) THE SWINGLINE LENDER'S PRO RATA SHARE OF THE LETTER OF CREDIT USAGE AT
SUCH TIME, WOULD EXCEED SUCH SWINGLINE LENDER'S REVOLVING CREDIT COMMITMENT.
SUBJECT TO THE LIMITATIONS SET FORTH HEREIN, ANY AMOUNTS REPAID IN RESPECT OF
SWINGLINE LOANS MAY BE REBORROWED.
(B)
SWINGLINE BORROWINGS.
(I)
NOTICE OF BORROWING.
WITH RESPECT TO
ANY SWINGLINE BORROWING, THE BORROWER SHALL GIVE THE SWINGLINE LENDER AND THE
ADMINISTRATIVE AGENT NOTICE IN WRITING WHICH IS RECEIVED BY THE SWINGLINE LENDER
AND ADMINISTRATIVE AGENT NOT LATER THAN 2:00 P.M. (NEW YORK CITY TIME) ON THE
PROPOSED DATE OF SUCH SWINGLINE BORROWING (AND CONFIRMED BY TELEPHONE BY SUCH
TIME), SPECIFYING (A) THAT A SWINGLINE BORROWING IS BEING REQUESTED, (B) THE
AMOUNT OF SUCH SWINGLINE BORROWING, (C) THE PROPOSED DATE OF