REPAID SHALL CONSTITUTE SUCH BANK'S LOAN INCLUDED IN SUCH
BORROWING FOR PURPOSES OF THIS AGREEMENT.
SECTION 2.05.
SWINGLINE BORROWINGS.
(A) SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH HEREIN, THE SWINGLINE BANK AGREES TO MAKE SWINGLINE LOANS TO THE
BORROWER FROM TIME TO TIME DURING THE REVOLVING CREDIT 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 $25,000,000
OR (II) THE SUM OF THE TOTAL REVOLVING EXPOSURES EXCEEDING THE TOTAL
COMMITMENTS; PROVIDED THAT THE SWINGLINE BANK 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 BORROWER
MAY BORROW, PREPAY AND REBORROW SWINGLINE LOANS.
(B)
SWINGLINE LOAN REQUESTS.
TO REQUEST A
SWINGLINE LOAN, THE BORROWER 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 BANK OF ANY SUCH NOTICE RECEIVED FROM THE
BORROWER.
THE SWINGLINE BANK SHALL MAKE EACH SWINGLINE LOAN AVAILABLE TO THE
BORROWER BY MEANS OF A CREDIT TO THE GENERAL DEPOSIT ACCOUNT OF THE BORROWER
WITH THE SWINGLINE BANK (OR, IN THE CASE OF A SWINGLINE LOAN MADE TO FINANCE THE
REIMBURSEMENT OF AN LC DISBURSEMENT AS PROVIDED IN SECTION 2.17(E), BY
REMITTANCE TO THE APPLICABLE ISSUING BANK) BY 3:00 P.M., NEW YORK CITY TIME, ON
THE REQUESTED DATE OF SUCH SWINGLINE LOAN.
EACH SWINGLINE LOAN SHALL BE IN AN
AMOUNT THAT IS AN INTEGRAL MULTIPLE OF $100,000 AND NOT LESS THAN $500,000.
(C)
PARTICIPATIONS IN SWINGLINE LOANS.
THE
SWINGLINE BANK MAY BY WRITTEN NOTICE GIVEN TO THE ADMINISTRATIVE AGENT NOT LATER
THAN 10:30 A.M. (NEW YORK CITY TIME) ON ANY BUSINESS DAY REQUIRE THE BANKS 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 BANKS WILL PARTICIPATE.
PROMPTLY UPON RECEIPT OF SUCH NOTICE,
THE ADMINISTRATIVE AGENT WILL GIVE NOTICE THEREOF TO EACH BANK, SPECIFYING IN
SUCH NOTICE SUCH BANK'S APPLICABLE PERCENTAGE OF SUCH SWINGLINE LOAN OR LOANS.
EACH BANK HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES, UPON RECEIPT OF NOTICE
AS PROVIDED
16
ABOVE, TO PAY TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE SWINGLINE
BANK, SUCH BANK'S APPLICABLE PERCENTAGE OF SUCH SWINGLINE LOAN OR LOANS.
EACH
BANK ACKNOWLEDGES AND AGREES THAT ITS OBLIGATION TO ACQUIRE PARTICIPATIONS IN
SWINGLINE LOANS PURSUANT TO THIS PARAGRAPH IS ABSOLUTE AND UNCONDITIONAL AND
SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE WHATSOEVER, INCLUDING THE OCCURRENCE
AND CONTINUANCE OF A DEFAULT OR REDUCTION OR TERMINATION OF THE COMMITMENTS, AND
THAT EACH SUCH PAYMENT SHALL BE MADE WITHOUT ANY OFFSET, ABATEMENT, WITHHOLDING
OR