THE CREDIT UNDER THE COMMITMENTS AVAILABLE TO EACH
BORROWER BY MAKING SWING LINE LOANS (INDIVIDUALLY, A "SWING LINE LOAN" AND
COLLECTIVELY, THE "SWING LINE LOANS") TO ANY BORROWER FROM TIME-TO-TIME DURING
THE COMMITMENT PERIOD IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY ONE TIME
OUTSTANDING NOT TO EXCEED THE SWING LINE LOAN SUB-LIMIT THEN IN EFFECT; PROVIDED
THAT, (I) THE AGGREGATE PRINCIPAL AMOUNT OF SWING LINE LOANS OUTSTANDING AT ANY
TIME, WHEN AGGREGATED WITH THE SWING LINE LENDER'S COMMITMENT PERCENTAGE OF THE
TOTAL EXTENSIONS OF CREDIT, MAY EXCEED THE SWING LINE LOAN SUB-LIMIT THEN IN
EFFECT OR SUCH SWING LINE LENDER'S COMMITMENT THEN IN EFFECT AND (II) THE
BORROWERS SHALL NOT REQUEST, AND THE SWING LINE LENDER SHALL NOT MAKE, ANY SWING
LINE LOAN IF, AFTER GIVING EFFECT TO THE MAKING OF SUCH SWING LINE LOAN, THE
AGGREGATE AMOUNT OF THE AVAILABLE COMMITMENTS WOULD BE LESS THAN ZERO.
DURING
THE COMMITMENT PERIOD, THE BORROWERS MAY USE THE SWING LINE LOAN SUB-LIMIT BY
BORROWING, REPAYING AND REBORROWING, ALL IN ACCORDANCE WITH THE TERMS AND
CONDITIONS HEREOF.
(B)
SWING LINE LOANS SHALL BE BASE RATE LOANS.
SUBJECT TO
SECTION 2.5, EACH SWING LINE LOAN SHALL MATURE FIVE (5) DAYS AFTER THE BORROWING
DATE THEREFOR.
2.4
Procedure for Borrowing.
(A)
THE BORROWERS MAY BORROW UNDER THE COMMITMENTS DURING THE
COMMITMENT PERIOD ON ANY BUSINESS DAY; PROVIDED THAT, OTHER THAN WITH RESPECT TO
A REQUEST FOR A DAYLIGHT OVERDRAFT
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LOAN, SUCH BORROWER SHALL GIVE THE ADMINISTRATIVE AGENT, IRREVOCABLE NOTICE
(WHICH NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE AGENT, (X) IN THE CASE OF A
REVOLVING CREDIT LOAN, PRIOR TO 12:00 NOON (NEW YORK CITY TIME), (A) THREE
(3) BUSINESS DAYS PRIOR TO THE REQUESTED BORROWING DATE, IF ALL OR ANY PART OF
THE REQUESTED REVOLVING CREDIT LOANS ARE TO BE INITIALLY EURODOLLAR LOANS, OR
(B) ON THE SAME BUSINESS DAY OF THE REQUESTED BORROWING DATE, OTHERWISE, AND
(Y) IN THE CASE OF A SWING LINE LOAN, PRIOR TO 3:00 P.M. (NEW YORK CITY TIME) ON
THE REQUESTED BORROWING DATE, IN EACH CASE, IN THE FORM ATTACHED HERETO AS ANNEX
I-A (THE "BORROWING NOTICE"), SPECIFYING:
(I)
WHETHER THE BORROWING IS TO BE A REVOLVING CREDIT LOAN, DAYLIGHT
OVERDRAFT LOAN OR A SWING LINE LOAN;
(II)
THE AMOUNT TO BE BORROWED;
(III)
THE REQUESTED BORROWING DATE;
(IV)
IN THE CASE OF A REVOLVING CREDIT LOAN, WHETHER THE BORROWING IS TO BE A
BASE RATE LOAN, A COST OF FUNDS LOAN, A EURODOLLAR LOAN OR A COMBINATION
THEREOF;
(V)
IN THE CASE OF A REVOLVING CREDIT LOAN, THE RESPECTIVE AMOUNTS OF EACH
SUCH TYPE OF REVOLVING CREDIT LOAN; AND
(VI)
IN THE CASE OF A REVOLVING CREDIT LOAN, IF THE BORROWING IS TO BE
ENTIRELY OR PARTLY OF EURODOLLAR LOANS OR COST OF FUNDS LOANS, THE RESPECTIVE
AMOUNTS OF EACH SUCH TYPE OF REVOLVING CREDIT LOAN AND THE RESPECTIVE LENGTHS OF
THE INITIAL INTEREST PERIODS THEREFOR;
provided, further, that, in the case of Daylight Overdraft Loans, (w) no
Borrowing Notice shall be required, (x) on any