SATISFIED, THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH BANK OF SUCH REQUEST FOR A
REVOLVING LOAN.
SECTION 2.03.
BORROWING OF REVOLVING LOANS.
(A)
UPON THE SATISFACTION
BY THE BORROWER OF THE APPLICABLE CONDITIONS SET FORTH IN SECTION 2.02 AND
ARTICLE IV HEREOF, THE BANKS SHALL MAKE THE REVOLVING LOANS REQUESTED BY THE
BORROWER ON THE APPLICABLE BORROWING DATE IN ACCORDANCE WITH SUBSECTION (B) OF
THIS SECTION 2.03.
(B)
BY NO LATER THAN 1:00 P.M., NEW YORK CITY TIME, ON EACH BORROWING
DATE, EACH BANK SHALL MAKE AVAILABLE THE RESPECTIVE AMOUNT OF THE REVOLVING LOAN
TO BE MADE BY IT ON SUCH DATE BY DEPOSITING THE PROCEEDS THEREOF, IN IMMEDIATELY
AVAILABLE FUNDS, WITH THE ADMINISTRATIVE AGENT AT ITS PRINCIPAL OFFICE OR AT
SUCH OTHER PLACE AS DIRECTED BY THE ADMINISTRATIVE AGENT IN WRITING, AND THE
ADMINISTRATIVE AGENT SHALL PAY OVER SUCH FUNDS, UPON THE ADMINISTRATIVE AGENT'S
RECEIPT OF THE DOCUMENTS REQUIRED UNDER ARTICLE IV HEREOF WITH RESPECT TO SUCH
LOANS, (I) TO AN ACCOUNT OF THE BORROWER MAINTAINED WITH THE ADMINISTRATIVE
AGENT AT ITS PRINCIPAL OFFICE OR (II) ON INSTRUCTIONS FROM THE BORROWER TO THE
ADMINISTRATIVE AGENT IN THE NOTICE RELATED TO SUCH LOAN, BY TRANSMITTING SUCH
AMOUNT TO SUCH OTHER ACCOUNT AS THE BORROWER SHALL HAVE DESIGNATED IN SUCH
NOTICE.
SECTION 2.04.
SWING LINE COMMITMENT. (A) SUBJECT TO THE TERMS AND
CONDITIONS HEREOF, INCLUDING, WITHOUT LIMITATION, SATISFACTION OF THE CONDITIONS
SET FORTH IN ARTICLE IV HEREOF, THE SWING LINE LENDER AGREES TO MAKE SWING LINE
LOANS (EACH, A SWING LINE LOAN" AND, COLLECTIVELY, THE "SWING LINE LOANS") TO
THE BORROWER FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE REVOLVER PERIOD IN
AN AGGREGATE PRINCIPAL AMOUNT AT ANY ONE TIME OUTSTANDING UP TO BUT NOT
EXCEEDING THE SWING LINE COMMITMENT; PROVIDED, HOWEVER, THAT, WITHOUT LIMITATION
OF ANY PROVISION HEREOF, NO SWING LINE LOAN SHALL BE MADE TO THE BORROWER
HEREUNDER IF ANY DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING OR IF, AFTER GIVING EFFECT THERETO AND TO ALL OTHER REVOLVING LOANS
AND ALL SWING LINE LOANS THEN OUTSTANDING AND REVOLVING LOANS AND SWING LINE
LOANS BEING MADE CONCURRENTLY THEREWITH, THE AGGREGATE OUTSTANDING PRINCIPAL
AMOUNT OF ALL LOANS TO THE BORROWER WOULD EXCEED THE LESSER OF (X) THE AMOUNT OF
THE ASSET BASE DETERMINED IN ACCORDANCE WITH THE DEFINITION THEREOF (BUT WITHOUT
GIVING EFFECT TO ANY ENGINES OR EQUIPMENT BEING ACQUIRED WITH THE PROCEEDS OF
ANY SWING LINE LOAN OR BEING ADDED TO THE ASSET BASE CONCURRENTLY THEREWITH) OR
(Y) THE AGGREGATE REVOLVING LOAN COMMITMENT.
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(b)
Subject to the terms of this Agreement, the Borrower may borrow,
repay and reborrow amounts in respect of Swing Line Loans available under the
Swing Line Commitment during the Revolver Period, provided that proceeds of
Swing Line Loans may not be used to refinance outstanding Swing Line Loans.
Swing Line Loans shall be solely Base Rate Loans.
(C)
THE PRINCIPAL AMOUNT OF ANY REPAYMENT OF SWING LINE LOANS DURING
THE REVOLVER PERIOD SHALL BE DEEMED AVAILABLE FOR BORROWING