TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, THE SWINGLINE LENDER AGREES TO MAKE SWINGLINE LOANS TO THE
BORROWER DENOMINATED IN US DOLLARS FROM TIME TO TIME DURING THE AVAILABILITY
PERIOD IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING THAT WILL NOT
RESULT IN (I) THE AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING SWINGLINE LOANS
EXCEEDING US$25,000,000 OR (II) THE AGGREGATE REVOLVING EXPOSURE EXCEEDING THE
AGGREGATE COMMITMENTS; PROVIDED THAT THE SWINGLINE LENDER SHALL NOT BE REQUIRED
TO MAKE A SWINGLINE LOAN TO REFINANCE AN OUTSTANDING SWINGLINE LOAN.
AT THE
TIME THAT EACH SWINGLINE LOAN IS MADE, SUCH SWINGLINE LOAN SHALL BE IN AN
AGGREGATE AMOUNT THAT IS AN INTEGRAL MULTIPLE OF US$500,000 AND NOT LESS THAN
US$1,000,000.
WITHIN THE FOREGOING LIMITS AND SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, THE BORROWER MAY BORROW, PREPAY AND REBORROW
SWINGLINE LOANS.
34
(B)
TO REQUEST A SWINGLINE LOAN, THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE
AGENT OF SUCH REQUEST BY TELEPHONE NOT LATER THAN 2:00 P.M., NEW YORK CITY TIME,
ON THE DAY OF THE PROPOSED SWINGLINE LOAN.
EACH SUCH TELEPHONIC BORROWING
REQUEST SHALL BE IRREVOCABLE AND SHALL BE CONFIRMED PROMPTLY BY HAND DELIVERY OR
FACSIMILE TO THE ADMINISTRATIVE AGENT OF AN EXECUTED WRITTEN BORROWING REQUEST.
EACH SUCH TELEPHONIC AND WRITTEN BORROWING REQUEST SHALL SPECIFY THE REQUESTED
DATE (WHICH SHALL BE A BUSINESS DAY) AND THE AMOUNT OF THE REQUESTED SWINGLINE
LOAN AND, EXCEPT IN THE CASE OF ANY SWINGLINE LOAN REQUESTED TO FINANCE THE
REIMBURSEMENT OF AN LC DISBURSEMENT AS PROVIDED IN SECTION 2.05(F), THE LOCATION
AND NUMBER OF THE ACCOUNT OF THE BORROWER TO WHICH FUNDS ARE TO BE DISBURSED.
PROMPTLY FOLLOWING THE RECEIPT OF A BORROWING REQUEST IN ACCORDANCE WITH THIS
SECTION, THE ADMINISTRATIVE AGENT SHALL ADVISE THE SWINGLINE LENDER OF THE
DETAILS THEREOF.
THE SWINGLINE LENDER SHALL MAKE EACH SWINGLINE LOAN AVAILABLE
TO THE BORROWER BY MEANS OF A WIRE TRANSFER TO THE ACCOUNT SPECIFIED IN SUCH
BORROWING REQUEST OR TO AN ISSUING BANK, AS THE CASE MAY BE, BY THE CLOSE OF
BUSINESS IN NEW YORK CITY 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 THE SWINGLINE LOANS IN WHICH LENDERS WILL BE REQUIRED TO 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 TO PAY, UPON RECEIPT OF NOTICE AS PROVIDED ABOVE, 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, IN MAKING ANY SWINGLINE LOAN, THE SWINGLINE LENDER SHALL BE
ENTITLED TO RELY,