THREE (3) BUSINESS
DAYS PRIOR TO THE DATE OF SUCH BORROWING OR, IF APPLICABLE, THE DATE OF
CONVERSION/CONTINUATION OF ANY BORROWING AS A EUROCURRENCY REVOLVING BORROWING,
24
(B)
THE LC EXPOSURE AS OF THE DATE OF EACH REQUEST FOR THE ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION OF ANY LETTER OF CREDIT, AND
(C)
ALL OUTSTANDING CREDIT EVENTS (OTHER THAN TERM LOANS) ON AND AS OF THE LAST
BUSINESS DAY OF EACH CALENDAR QUARTER AND, DURING THE CONTINUATION OF AN EVENT
OF DEFAULT, ON ANY OTHER BUSINESS DAY ELECTED BY THE ADMINISTRATIVE AGENT IN ITS
DISCRETION OR UPON INSTRUCTION BY THE REQUIRED LENDERS.
Each day upon or as of which the Administrative Agent determines Dollar Amounts
as described in the preceding clauses (a), (b) and (c) is herein described as a
"Computation Date" with respect to each Credit Event for which a Dollar Amount
is determined on or as of such day.
SECTION 2.05.
SWINGLINE LOANS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, THE SWINGLINE LENDER AGREES TO MAKE SWINGLINE LOANS IN DOLLARS TO
THE COMPANY FROM TIME TO TIME DURING THE AVAILABILITY PERIOD, IN AN AGGREGATE
PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING THAT WILL NOT RESULT IN (I) THE
AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING SWINGLINE LOANS EXCEEDING $5,000,000
OR (II) THE DOLLAR AMOUNT OF THE TOTAL REVOLVING CREDIT EXPOSURES EXCEEDING THE
AGGREGATE REVOLVING COMMITMENTS; PROVIDED THAT THE SWINGLINE LENDER SHALL NOT BE
REQUIRED TO MAKE A SWINGLINE LOAN TO REFINANCE AN OUTSTANDING SWINGLINE LOAN.
WITHIN THE FOREGOING LIMITS AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, THE COMPANY MAY BORROW, PREPAY AND REBORROW SWINGLINE LOANS.
(B)
TO REQUEST A SWINGLINE LOAN, THE COMPANY SHALL NOTIFY THE ADMINISTRATIVE
AGENT OF SUCH REQUEST BY TELEPHONE (CONFIRMED BY TELECOPY), NOT LATER THAN 12:00
NOON, NEW YORK CITY TIME, ON THE DAY OF A PROPOSED SWINGLINE LOAN.
EACH SUCH
NOTICE SHALL BE IRREVOCABLE AND SHALL SPECIFY THE REQUESTED DATE (WHICH SHALL BE
A BUSINESS DAY) AND AMOUNT OF THE REQUESTED SWINGLINE LOAN.
THE ADMINISTRATIVE
AGENT WILL PROMPTLY ADVISE THE SWINGLINE LENDER OF ANY SUCH NOTICE RECEIVED FROM
THE COMPANY.
THE SWINGLINE LENDER SHALL MAKE EACH SWINGLINE LOAN AVAILABLE TO
THE COMPANY BY MEANS OF A CREDIT TO THE GENERAL DEPOSIT ACCOUNT OF THE COMPANY
WITH THE SWINGLINE LENDER (OR, IN THE CASE OF A SWINGLINE LOAN MADE TO FINANCE
THE REIMBURSEMENT OF AN LC DISBURSEMENT AS PROVIDED IN SECTION 2.06(E), BY
REMITTANCE TO THE ISSUING BANK) BY 3:00 P.M., NEW YORK CITY TIME, ON THE
REQUESTED DATE OF SUCH SWINGLINE LOAN.
(C)
THE SWINGLINE LENDER MAY BY WRITTEN NOTICE GIVEN TO THE ADMINISTRATIVE
AGENT NOT LATER THAN 10:00 A.M., NEW YORK CITY TIME, ON ANY BUSINESS DAY REQUIRE
THE REVOLVING LENDERS TO ACQUIRE PARTICIPATIONS ON SUCH BUSINESS DAY IN ALL OR A
PORTION OF THE SWINGLINE LOANS OUTSTANDING.
SUCH NOTICE SHALL SPECIFY THE
AGGREGATE AMOUNT OF SWINGLINE LOANS IN WHICH REVOLVING LENDERS WILL
PARTICIPATE.
PROMPTLY UPON RECEIPT OF SUCH NOTICE, THE ADMINISTRATIVE AGENT
WILL GIVE NOTICE THEREOF TO EACH