EXPOSURES EXCEEDING
THE TOTAL CLASS A REVOLVING COMMITMENTS; PROVIDED THAT THE SWINGLINE LENDER
SHALL NOT BE REQUIRED TO MAKE A SWINGLINE LOAN TO REFINANCE AN OUTSTANDING
SWINGLINE LOAN.
WITHIN THE
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FOREGOING LIMITS AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN,
BORROWER MAY BORROW, REPAY AND REBORROW SWINGLINE LOANS.
(B)
SWINGLINE LOANS.
TO REQUEST A SWINGLINE LOAN, BORROWER SHALL
DELIVER, BY HAND DELIVERY OR TELECOPIER OR FACSIMILE, A DULY COMPLETED AND
EXECUTED BORROWING REQUEST TO THE ADMINISTRATIVE AGENT AND THE SWINGLINE LENDER,
NOT LATER THAN 2:00 P.M., 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 THE AMOUNT OF THE REQUESTED SWINGLINE
LOAN.
EACH SWINGLINE LOAN SHALL BE AN ABR LOAN.
THE SWINGLINE LENDER SHALL
MAKE EACH SWINGLINE LOAN AVAILABLE TO BORROWER TO AN ACCOUNT AS DIRECTED BY
BORROWER IN THE APPLICABLE BORROWING REQUEST (OR, IN THE CASE OF A SWINGLINE
LOAN MADE TO FINANCE THE REIMBURSEMENT OF AN LC DISBURSEMENT AS PROVIDED IN
SECTION 2.18(E), BY REMITTANCE TO THE ISSUING BANK) BY 4:00 P.M., NEW YORK CITY
TIME, ON THE REQUESTED DATE OF SUCH SWINGLINE LOAN.
BORROWER SHALL NOT REQUEST
A SWINGLINE LOAN IF AT THE TIME OF OR IMMEDIATELY AFTER GIVING EFFECT TO THE
CREDIT EXTENSION CONTEMPLATED BY SUCH REQUEST A DEFAULT HAS OCCURRED AND IS
CONTINUING OR WOULD RESULT THEREFROM.
SWINGLINE LOANS SHALL BE MADE IN MINIMUM
AMOUNTS OF $100,000 AND INTEGRAL MULTIPLES OF $100,000 ABOVE SUCH AMOUNT.
(C)
PREPAYMENT.
BORROWER SHALL HAVE THE RIGHT AT ANY TIME AND FROM
TIME TO TIME TO REPAY ANY SWINGLINE LOAN, IN WHOLE OR IN PART, UPON GIVING
WRITTEN NOTICE TO THE SWINGLINE LENDER AND THE ADMINISTRATIVE AGENT BEFORE 12:00
(NOON), NEW YORK CITY TIME, ON THE PROPOSED DATE OF REPAYMENT.
(D)
PARTICIPATIONS.
THE SWINGLINE LENDER MAY AT ANY TIME IN ITS
DISCRETION BY WRITTEN NOTICE GIVEN TO THE ADMINISTRATIVE AGENT (PROVIDED SUCH
NOTICE REQUIREMENT SHALL NOT APPLY IF THE SWINGLINE LENDER AND THE
ADMINISTRATIVE AGENT ARE THE SAME ENTITY) NOT LATER THAN 11:00 A.M., NEW YORK
CITY TIME, ON THE NEXT SUCCEEDING BUSINESS DAY FOLLOWING SUCH NOTICE REQUIRE THE
CLASS A REVOLVING LENDERS TO ACQUIRE PARTICIPATIONS ON SUCH BUSINESS DAY IN ALL
OR A PORTION OF THE SWINGLINE LOANS THEN OUTSTANDING.
SUCH NOTICE SHALL SPECIFY
THE AGGREGATE AMOUNT OF SWINGLINE LOANS IN WHICH CLASS A REVOLVING LENDERS WILL
PARTICIPATE.
PROMPTLY UPON RECEIPT OF SUCH NOTICE, THE ADMINISTRATIVE AGENT
WILL GIVE NOTICE THEREOF TO EACH CLASS A REVOLVING LENDER, SPECIFYING IN SUCH
NOTICE SUCH LENDER'S PRO RATA PERCENTAGE OF SUCH SWINGLINE LOAN OR LOANS.
EACH
CLASS A REVOLVING 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 PRO RATA PERCENTAGE OF SUCH
SWINGLINE LOAN OR LOANS.
EACH CLASS A REVOLVING LENDER ACKNOWLEDGES AND AGREES
THAT ITS OBLIGATION TO ACQUIRE PARTICIPATIONS IN SWINGLINE LOANS PURSUANT TO
THIS