LOAN INTO A REQUEST FOR AN ADVANCE MADE BY, AND FOR THE
ACCOUNT OF, SWINGLINE LENDER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT
(EACH SUCH ADVANCE, A "SWINGLINE LOAN").
EACH SWINGLINE LOAN SHALL BE A BASE
RATE LOAN, AND SHALL BE ADVANCED BY SWINGLINE LENDER IN THE SAME MANNER AS
REVOLVING LOANS ARE ADVANCED HEREUNDER, IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 2.8(B).
SWINGLINE LENDER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION)
TO ADVANCE SWINGLINE LOANS REGARDLESS OF WHETHER THE CONDITIONS PRECEDENT SET
FORTH IN SECTION 7.2 ARE THEN SATISFIED, INCLUDING THE EXISTENCE OF ANY DEFAULT
OR EVENT OF DEFAULT EITHER BEFORE OR AFTER GIVING EFFECT TO THE MAKING OF SUCH
SWINGLINE LOAN; PROVIDED, THAT SWINGLINE LENDER SHALL NOT ADVANCE ANY SWINGLINE
LOAN IF, TO THE KNOWLEDGE OF SWINGLINE LENDER, THE SWINGLINE LOAN OUTSTANDINGS
EXCEED THE SWINGLINE LOAN LIMIT, EITHER BEFORE OR AFTER GIVING EFFECT TO THE
MAKING OF ANY PROPOSED SWINGLINE LOAN.
IF AT ANY TIME THE SWINGLINE LOAN
OUTSTANDINGS EXCEED THE SWINGLINE LOAN LIMIT, THEN, ON THE NEXT SUCCEEDING
BUSINESS DAY, BORROWER SHALL REPAY REVOLVING LOANS AND/OR SWINGLINE LOANS, CASH
COLLATERALIZE LETTER OF CREDIT LIABILITIES IN THE MANNER SPECIFIED IN
SECTION 2.14(E) OR CAUSE THE CANCELLATION OF OUTSTANDING LETTERS OF CREDIT, OR
ANY COMBINATION OF THE FOREGOING, IN AN AGGREGATE AMOUNT EQUAL TO SUCH EXCESS.
(B)
SETTLEMENT OF SWINGLINE LOANS. SWINGLINE LENDER SHALL GIVE
ADMINISTRATIVE AGENT PROMPT NOTICE OF EACH SWINGLINE LOAN ADVANCED BY SWINGLINE
LENDER.
IN THE EVENT THAT ON ANY BUSINESS DAY SWINGLINE LENDER DESIRES THAT ALL
OR ANY PORTION OF THE
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OUTSTANDING SWINGLINE LOANS SHOULD BE REDUCED, IN WHOLE OR IN PART, SWINGLINE
LENDER SHALL NOTIFY ADMINISTRATIVE AGENT TO THAT EFFECT AND INDICATE THE PORTION
OF THE SWINGLINE LOAN TO BE SO REDUCED.
SWINGLINE LENDER HEREBY AGREES THAT IT
SHALL NOTIFY ADMINISTRATIVE AGENT TO REDUCE THE SWINGLINE LOAN TO ZERO AT LEAST
ONCE EVERY MONTH.
ADMINISTRATIVE AGENT AGREES TO TRANSMIT TO REVOLVING LENDERS
THE INFORMATION CONTAINED IN EACH NOTICE RECEIVED BY ADMINISTRATIVE AGENT FROM
SWINGLINE LENDER REGARDING THE REDUCTION OF OUTSTANDING SWINGLINE LOANS AND
SHALL CONCURRENTLY NOTIFY SUCH LENDERS OF EACH SUCH LENDER'S PRO RATA SHARE OF
THE OBLIGATION TO MAKE A REVOLVING LOAN TO REPAY OUTSTANDING SWINGLINE LOANS (OR
THE APPLICABLE PORTION THEREOF).
EACH REVOLVING LENDER HEREBY UNCONDITIONALLY
AND IRREVOCABLY AGREES TO FUND TO THE PAYMENT ACCOUNT, FOR THE BENEFIT OF
SWINGLINE LENDER, NOT LATER THAN NOON (CHICAGO TIME) ON THE BUSINESS DAY
IMMEDIATELY FOLLOWING THE BUSINESS DAY OF SUCH LENDER'S RECEIPT OF SUCH NOTICE
FROM ADMINISTRATIVE AGENT (PROVIDED THAT IF ANY REVOLVING LENDER SHALL RECEIVE
SUCH NOTICE AT OR PRIOR TO 10:00 A.M. (CHICAGO TIME) ON A BUSINESS DAY, SUCH
FUNDING SHALL BE MADE BY SUCH LENDER ON SUCH BUSINESS DAY), SUCH LENDER'S PRO
RATA SHARE OF A REVOLVING LOAN (WHICH REVOLVING LOAN SHALL BE A BASE RATE LOAN
AND SHALL BE DEEMED TO BE REQUESTED BY BORROWER) IN THE PRINCIPAL AMOUNT EQUAL
TO THE PORTION OF THE SWINGLINE LOAN WHICH IS REQUIRED TO BE PAID TO SWINGLINE
LENDER