SUCH SWINGLINE LOANS, WHEN AGGREGATED
WITH THE APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF REVOLVING LOANS OF
THE LENDER ACTING AS SWINGLINE LENDER, MAY EXCEED THE AMOUNT OF SUCH LENDER'S
COMMITMENT; PROVIDED, HOWEVER, THAT AFTER GIVING EFFECT TO ANY SWINGLINE LOAN,
(I) THE OUTSTANDING AMOUNT OF THE LOANS IN THE APPLICABLE TRANCHE DOES NOT
EXCEED (A) IN THE CASE OF TRANCHE A LOANS, TRANCHE A AVAILABILITY AND (B) IN THE
CASE OF TRANCHE B LOANS, TRANCHE B AVAILABILITY, (II) THE TOTAL OUTSTANDINGS DO
NOT EXCEED THE AGGREGATE BORROWING AVAILABILITY, AND (III) THE AGGREGATE
OUTSTANDING AMOUNT OF THE REVOLVING LOANS OF ANY LENDER, PLUS SUCH LENDER'S
APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL SWINGLINE LOANS SHALL NOT
EXCEED SUCH LENDER'S COMMITMENT, AND PROVIDED, FURTHER, THAT THE APPLICABLE
BORROWER SHALL NOT USE THE PROCEEDS OF ANY SWINGLINE LOAN TO REFINANCE ANY
OUTSTANDING SWINGLINE LOAN.
WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE
OTHER TERMS AND CONDITIONS HEREOF, THE BORROWERS MAY BORROW UNDER THIS
SECTION 2.03, PREPAY UNDER SECTION 2.04, AND REBORROW UNDER THIS SECTION 2.03.
EACH SWINGLINE LOAN SHALL BE EITHER A BASE RATE LOAN OR A DAILY FLOATING
EURODOLLAR LOAN AS SELECTED BY THE APPLICABLE BORROWER.
IMMEDIATELY UPON THE
MAKING OF A SWINGLINE LOAN, EACH LENDER SHALL BE DEEMED TO, AND HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE FROM THE SWINGLINE LENDER A
RISK PARTICIPATION IN SUCH SWINGLINE LOAN IN AN AMOUNT EQUAL TO THE PRODUCT OF
SUCH LENDER'S APPLICABLE PERCENTAGE TIMES THE AMOUNT OF SUCH SWINGLINE LOAN.
NOTWITHSTANDING THE FOREGOING AND SUBJECT TO SUBSECTION (C) BELOW, NO LENDER
HEREUNDER, OTHER THAN THE SWINGLINE LENDER, SHALL BE REQUIRED TO MAKE A DAILY
FLOATING EURODOLLAR LOAN.
(B)
BORROWING PROCEDURES.
EACH SWINGLINE BORROWING SHALL BE MADE UPON
THE APPLICABLE BORROWER'S IRREVOCABLE NOTICE TO THE SWINGLINE LENDER AND THE
ADMINISTRATIVE AGENT, WHICH MAY BE GIVEN BY TELEPHONE.
EACH SUCH NOTICE MUST BE
RECEIVED BY THE SWINGLINE LENDER AND THE ADMINISTRATIVE AGENT NOT LATER THAN
3:00 P.M. ON THE REQUESTED BORROWING DATE, AND SHALL SPECIFY (I) THE AMOUNT TO
BE BORROWED, WHICH SHALL BE A MINIMUM OF $1,000,000, AND (II) THE REQUESTED
BORROWING DATE, WHICH SHALL BE A BUSINESS DAY.
EACH SUCH TELEPHONIC NOTICE MUST
BE CONFIRMED PROMPTLY BY DELIVERY TO THE SWINGLINE LENDER AND THE ADMINISTRATIVE
AGENT OF A WRITTEN SWINGLINE LOAN NOTICE, WHICH SHALL SPECIFY (I) THE REQUESTED
DATE OF THE SWINGLINE BORROWING, (II) THE PRINCIPAL AMOUNT OF SWINGLINE LOAN,
(III) THE TENOR OF THE SWINGLINE LOAN TO BE BORROWED AND (IV) THE DURATION WITH
RESPECT THERETO.
PROMPTLY AFTER RECEIPT BY THE SWINGLINE LENDER OF ANY
TELEPHONIC SWINGLINE LOAN NOTICE, THE SWINGLINE LENDER WILL CONFIRM WITH THE
ADMINISTRATIVE AGENT (BY TELEPHONE OR IN WRITING) THAT THE ADMINISTRATIVE AGENT
HAS ALSO RECEIVED
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SUCH SWINGLINE LOAN NOTICE AND, IF NOT, THE SWINGLINE LENDER WILL NOTIFY THE
ADMINISTRATIVE AGENT (BY TELEPHONE OR IN WRITING) OF THE CONTENTS THEREOF.
UNLESS THE SWINGLINE LENDER HAS RECEIVED NOTICE (BY TELEPHONE OR IN WRITING)
FROM THE ADMINISTRATIVE AGENT (INCLUDING AT THE REQUEST OF ANY LENDER) PRIOR TO