TIME
TO TIME IN EFFECT.
SUCH CUSTOMARY FEES AND STANDARD COSTS AND CHARGES ARE DUE
AND PAYABLE ON DEMAND AND ARE NONREFUNDABLE.
(J)
CONFLICT WITH ISSUER DOCUMENTS.
IN THE EVENT OF ANY CONFLICT
BETWEEN THE TERMS HEREOF AND THE TERMS OF ANY ISSUER DOCUMENT, THE TERMS HEREOF
SHALL CONTROL.
2.04
SWING LINE LOANS.
(A)
THE SWING LINE.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, THE SWING LINE LENDER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE
OTHER REVOLVING LENDERS SET FORTH IN THIS SECTION 2.04, TO MAKE LOANS (EACH SUCH
LOAN, A "SWING LINE LOAN") TO THE BORROWERS FROM TIME TO TIME ON ANY BUSINESS
DAY DURING THE AVAILABILITY PERIOD IN AN AGGREGATE AMOUNT NOT TO EXCEED AT ANY
TIME OUTSTANDING THE AMOUNT OF THE SWING LINE SUBLIMIT, NOTWITHSTANDING THE FACT
THAT SUCH SWING LINE LOANS, WHEN AGGREGATED WITH THE REVOLVING PERCENTAGE OF THE
OUTSTANDING AMOUNT OF COMMITTED LOANS AND L/C OBLIGATIONS OF THE REVOLVING
LENDER ACTING AS SWING LINE LENDER, MAY EXCEED THE AMOUNT OF SUCH REVOLVING
LENDER'S REVOLVING COMMITMENT; PROVIDED, HOWEVER, THAT AFTER GIVING EFFECT TO
ANY SWING LINE LOAN, (I) THE TOTAL REVOLVING OUTSTANDINGS SHALL NOT EXCEED THE
AGGREGATE COMMITMENTS, AND (II) THE AGGREGATE OUTSTANDING AMOUNT OF THE
COMMITTED LOANS OF ANY REVOLVING LENDER, PLUS SUCH REVOLVING LENDER'S REVOLVING
PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS AT SUCH TIME, PLUS
SUCH REVOLVING LENDER'S REVOLVING PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL
SWING LINE LOANS AT SUCH TIME SHALL NOT EXCEED SUCH REVOLVING LENDER'S REVOLVING
COMMITMENT (OTHER THAN A SWING LINE LENDER (AS
43
SET FORTH ABOVE)), AND PROVIDED, FURTHER, THAT THE BORROWERS SHALL NOT USE THE
PROCEEDS OF ANY SWING LINE LOAN TO REFINANCE ANY OUTSTANDING SWING LINE LOAN.
WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE OTHER TERMS AND CONDITIONS
HEREOF, THE BORROWERS MAY BORROW UNDER THIS SECTION 2.04, PREPAY UNDER
SECTION 2.05, AND REBORROW UNDER THIS SECTION 2.04.
EACH SWING LINE LOAN SHALL
BEAR INTEREST ONLY AT A RATE BASED ON THE BASE RATE PLUS THE APPLICABLE RATE FOR
BASE RATE LOANS THAT ARE COMMITTED LOANS AND NO SWING LINE LOAN MAY BE CONVERTED
TO A EURODOLLAR RATE LOAN.
IMMEDIATELY UPON THE MAKING OF A SWING LINE LOAN,
EACH REVOLVING LENDER SHALL BE DEEMED TO, AND HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREES TO, PURCHASE FROM THE SWING LINE LENDER A RISK
PARTICIPATION IN SUCH SWING LINE LOAN IN AN AMOUNT EQUAL TO THE PRODUCT OF SUCH
REVOLVING LENDER'S REVOLVING PERCENTAGE TIMES THE AMOUNT OF SUCH SWING LINE
LOAN.
(B)
BORROWING PROCEDURES.
EACH SWING LINE BORROWING SHALL BE MADE
UPON THE BORROWERS' IRREVOCABLE NOTICE TO THE SWING LINE LENDER AND THE
ADMINISTRATIVE AGENT, WHICH MAY BE GIVEN BY TELEPHONE.
EACH SUCH NOTICE MUST BE
RECEIVED BY THE SWING LINE LENDER AND THE ADMINISTRATIVE AGENT NOT LATER THAN
2:30 P.M. ON THE REQUESTED BORROWING DATE, AND SHALL SPECIFY (I) THE AMOUNT TO
BE BORROWED, WHICH SHALL BE A MINIMUM OF $100,000, AND (II) THE REQUESTED
BORROWING DATE, WHICH SHALL BE A BUSINESS DAY.