LOAN WAS MADE BY THE SWINGLINE LENDER
WITHOUT RECEIPT OF A WRITTEN NOTICE OF BORROWING IN THE FORM SPECIFIED IN
SUBCLAUSE (I) ABOVE OR AFTER ADMINISTRATIVE AGENT HAS DELIVERED A NOTICE OF
DEFAULT OR EVENT OF DEFAULT WHICH HAS NOT BEEN RESCINDED.
(C)
INTEREST RATE.
EACH SWINGLINE LOAN SHALL
BEAR INTEREST ON THE OUTSTANDING PRINCIPAL AMOUNT THEREOF, FOR EACH DAY FROM THE
DATE SUCH SWINGLINE LOAN IS MADE UNTIL THE DATE IT IS REPAID, AT A RATE PER
ANNUM EQUAL TO THE FEDERAL FUNDS RATE PLUS THE APPLICABLE MARGIN FOR
EURO-CURRENCY LOANS FOR SUCH DAY.
Section 2.5. Notice to Banks; Funding of Loans; Replacement of Defaulting Bank.
(A)
UPON RECEIPT OF A NOTICE OF BORROWING FROM
THE BORROWER IN ACCORDANCE WITH SECTION 2.3 HEREOF, THE ADMINISTRATIVE AGENT
SHALL, ON THE DATE SUCH NOTICE OF BORROWING IS RECEIVED BY THE ADMINISTRATIVE
AGENT, NOTIFY EACH APPLICABLE BANK OF THE CONTENTS THEREOF AND OF SUCH BANK'S
SHARE OF SUCH BORROWING, OF THE INTEREST RATE APPLICABLE THERETO AND THE
INTEREST PERIOD(S) AND SUCH NOTICE OF BORROWING SHALL NOT THEREAFTER BE
REVOCABLE BY THE BORROWER, UNLESS THE BORROWER SHALL PAY ANY APPLICABLE EXPENSES
PURSUANT TO SECTION 2.16.
(B)
NOT LATER THAN 2:00 P.M. (NEW YORK CITY TIME
OR, IN THE CASE OF ANY ALTERNATE CURRENCY BORROWING, LONDON TIME) ON THE DATE OF
EACH BORROWING (INCLUDING WITHOUT LIMITATION EACH MANDATORY BORROWING) AS
INDICATED IN THE APPLICABLE NOTICE OF BORROWING, EACH BANK SHALL (EXCEPT AS
PROVIDED IN SUBSECTION (D) OF THIS SECTION 2.5) MAKE AVAILABLE ITS PRO RATA
SHARE OF SUCH BORROWING IN FEDERAL FUNDS OR THE APPLICABLE ALTERNATE CURRENCY
IMMEDIATELY AVAILABLE IN NEW YORK, NEW YORK (OR, IN THE CASE OF ANY ALTERNATE
CURRENCY BORROWING, THE PRINCIPAL FINANCIAL CENTER OF THE ALTERNATE CURRENCY IN
QUESTION), TO THE ADMINISTRATIVE AGENT AT ITS ADDRESS REFERRED TO IN
SECTION 9.1.
IF THE BORROWER HAS REQUESTED THE ISSUANCE OF A LETTER OF CREDIT,
NO LATER THAN 1:00 P.M. (NEW YORK CITY TIME) ON THE DATE OF SUCH ISSUANCE AS
INDICATED IN THE NOTICE DELIVERED PURSUANT TO SECTION 2.3(B), THE FRONTING BANK
SHALL ISSUE SUCH LETTER OF CREDIT FOR THE AMOUNT SO REQUESTED AND DELIVER THE
SAME TO, OR AS DIRECTED IN WRITING BY, THE BORROWER, WITH A COPY THEREOF TO THE
ADMINISTRATIVE AGENT.
IMMEDIATELY UPON THE ISSUANCE OF EACH LETTER OF CREDIT BY
THE FRONTING BANK, THE FRONTING BANK SHALL BE DEEMED TO HAVE SOLD AND
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TRANSFERRED TO EACH OTHER BANK, AND EACH SUCH OTHER BANK SHALL BE DEEMED, AND
HEREBY AGREES, TO HAVE IRREVOCABLY AND UNCONDITIONALLY PURCHASED AND RECEIVED
FROM THE FRONTING BANK, WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND
A PARTICIPATION IN SUCH LETTER OF CREDIT, ANY DRAWING THEREUNDER, AND ITS
OBLIGATION TO PAY ITS PRO RATA SHARE WITH RESPECT THERETO, AND ANY SECURITY
THEREFOR OR GUARANTY PERTAINING THERETO, IN AN AMOUNT EQUAL TO SUCH BANK'S
RATABLE SHARE THEREOF.
UPON ANY CHANGE IN ANY OF THE REVOLVING CREDIT
COMMITMENTS IN ACCORDANCE HEREWITH, THERE SHALL BE AN AUTOMATIC ADJUSTMENT TO
SUCH PARTICIPATIONS TO REFLECT SUCH CHANGED