OVERADVANCE IS MADE, OR PERMITTED TO REMAIN OUTSTANDING,
PURSUANT TO THE PRECEDING SENTENCE, THEN ALL REVOLVING LENDERS SHALL BE BOUND TO
MAKE, OR PERMIT TO REMAIN OUTSTANDING, SUCH OVERADVANCE BASED UPON THEIR PRO
RATA SHARES OF THE REVOLVING LOAN COMMITMENT IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT.
(B)
DOMESTIC SWING LINE FACILITY.
(I)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE SWING LINE LENDER
HEREBY AGREES TO MAKE AVAILABLE AT ANY TIME AND FROM TIME TO TIME UNTIL THE
COMMITMENT TERMINATION DATE ADVANCES (EACH, A "SWING LINE ADVANCE").
THE
PROVISIONS OF THIS SECTION 1.1(B) SHALL NOT RELIEVE REVOLVING LENDERS OF THEIR
OBLIGATIONS TO MAKE REVOLVING CREDIT ADVANCES UNDER SECTION 1.1(A).
EXCEPT AS
PROVIDED IN SECTION 1.1(A)(II) ABOVE, THE AGGREGATE AMOUNT OF SWING LINE
ADVANCES OUTSTANDING SHALL NOT EXCEED AT ANY TIME THE LESSER OF (A) THE SWING
LINE COMMITMENT AND (B) BORROWING AVAILABILITY ("SWING LINE AVAILABILITY").
UNTIL THE COMMITMENT TERMINATION DATE, BORROWERS MAY FROM TIME TO TIME BORROW,
REPAY AND REBORROW UNDER THIS SECTION 1.1(B).
WHENEVER ANY BORROWER DESIRES
THAT THE SWING LINE LENDER MAKE A SWING LINE ADVANCE HEREUNDER, BORROWER
REPRESENTATIVE SHALL GIVE THE SWING LINE LENDER, NOT LATER THAN 3:30 P.M. (NEW
YORK TIME), ON THE DATE THAT A SWING LINE ADVANCE IS TO BE MADE, WRITTEN NOTICE
OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING OF EACH SWING LINE ADVANCE TO
BE MADE HEREUNDER.
EACH SUCH NOTICE SHALL BE IRREVOCABLE AND SPECIFY (A) THE
DATE OF BORROWING (WHICH SHALL BE A BUSINESS DAY), (B) THE APPLICABLE BORROWER
AND (C) THE AGGREGATE PRINCIPAL AMOUNT OF THE SWING LINE ADVANCE TO BE MADE
PURSUANT TO SUCH BORROWING.
UNLESS THE SWING LINE LENDER HAS RECEIVED AT LEAST
ONE (1) BUSINESS DAY'S PRIOR WRITTEN NOTICE FROM REQUISITE LENDERS INSTRUCTING
IT NOT TO MAKE A SWING LINE ADVANCE, THE SWING LINE LENDER SHALL,
NOTWITHSTANDING THE FAILURE OF ANY CONDITION PRECEDENT SET FORTH IN SECTION 2.2,
BE ENTITLED TO FUND THAT SWING LINE ADVANCE, AND TO HAVE EACH REVOLVING LENDER
MAKE REVOLVING CREDIT ADVANCES IN ACCORDANCE WITH SECTION 1.1(B)(III) OR
PURCHASE PARTICIPATING INTERESTS IN ACCORDANCE WITH SECTION 1.1(B)(IV).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS, THE SWING LINE LOAN SHALL CONSTITUTE AN INDEX RATE LOAN.
BORROWERS
SHALL REPAY THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE SWING LINE LOAN
UPON DEMAND THEREFOR BY AGENT. THE ENTIRE UNPAID BALANCE OF THE SWING LINE LOAN
AND ALL OTHER NONCONTINGENT
3
OBLIGATIONS (OTHER THAN AS SET FORTH IN SECTION 1.5) SHALL BE IMMEDIATELY DUE
AND PAYABLE IN FULL IN IMMEDIATELY AVAILABLE FUNDS ON THE COMMITMENT TERMINATION
DATE IF NOT SOONER PAID IN FULL.
(II)
BORROWERS SHALL EXECUTE AND DELIVER TO THE SWING LINE LENDER A
PROMISSORY NOTE TO EVIDENCE THE SWING LINE COMMITMENT. SUCH NOTE SHALL BE IN THE
PRINCIPAL AMOUNT OF THE SWING LINE COMMITMENT OF THE SWING LINE LENDER, DATED
THE CLOSING DATE AND SUBSTANTIALLY IN THE FORM OF EXHIBIT 1.1(B) (AS AMENDED,
MODIFIED, EXTENDED, SUBSTITUTED OR REPLACED FROM TIME TO TIME, THE "SWING LINE
NOTE"). THE SWING LINE