FUNDS, IN THE SAME MANNER AS PROVIDED IN SECTION 2.08 WITH RESPECT TO
LOANS MADE BY SUCH LENDER (AND SECTION 2.08 SHALL APPLY, MUTATIS MUTANDIS, TO
THE PAYMENT OBLIGATIONS OF THE REVOLVING LENDERS). ANY AMOUNTS RECEIVED BY THE
ADMINISTRATIVE AGENT FROM A BORROWER (OR OTHER PARTY ON BEHALF OF A BORROWER) IN
RESPECT OF A PROTECTIVE ADVANCE AFTER RECEIPT BY THE ADMINISTRATIVE AGENT OF THE
PROCEEDS OF A SALE OF PARTICIPATIONS THEREIN SHALL BE PROMPTLY REMITTED BY THE
ADMINISTRATIVE AGENT TO THE REVOLVING LENDERS THAT SHALL HAVE MADE THEIR
PAYMENTS PURSUANT TO THIS PARAGRAPH AS THEIR INTERESTS MAY APPEAR; PROVIDED THAT
ANY SUCH PAYMENT SO REMITTED SHALL BE REPAID TO THE ADMINISTRATIVE AGENT IF AND
TO THE EXTENT SUCH PAYMENT IS REQUIRED TO BE REFUNDED TO A BORROWER FOR ANY
REASON. THE PURCHASE OF PARTICIPATIONS IN A PROTECTIVE ADVANCE PURSUANT TO THIS
PARAGRAPH SHALL NOT RELIEVE THE APPLICABLE BORROWER OF ANY DEFAULT IN THE
PAYMENT THEREOF.
SECTION 2.05. SWINGLINE LOANS. (A)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, THE SWINGLINE LENDER AGREES FROM TIME TO TIME DURING THE REVOLVING
AVAILABILITY PERIOD TO MAKE SWINGLINE LOANS TO THE US BORROWER, DENOMINATED IN
US DOLLARS, AND TO THE CANADIAN BORROWER, DENOMINATED IN US DOLLARS OR CANADIAN
DOLLARS AS THE CANADIAN BORROWER SHALL REQUEST, IN EACH CASE IN AN AGGREGATE
PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING THAT WILL NOT RESULT IN (I) THE US
DOLLAR EQUIVALENTS OF THE AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING SWINGLINE
LOANS EXCEEDING US$15,000,000, (II) ANY LENDER'S REVOLVING EXPOSURE EXCEEDING
SUCH LENDER'S REVOLVING COMMITMENT, (III) THE SUM OF THE US BORROWER REVOLVING
EXPOSURES EXCEEDING THE US BORROWING BASE THEN IN EFFECT, (IV) THE SUM OF THE
CANADIAN BORROWER REVOLVING EXPOSURES EXCEEDING THE CANADIAN BORROWER SUBLIMIT
OR (V) THE SUM OF THE REVOLVING EXPOSURES EXCEEDING THE LESSER OF (A) THE
AGGREGATE BORROWING BASE THEN IN EFFECT AND (B) THE AGGREGATE REVOLVING
COMMITMENTS THEN IN EFFECT; PROVIDED THAT THE
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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 BORROWERS MAY BORROW, PREPAY AND REBORROW
SWINGLINE LOANS.
(B)
TO REQUEST A SWINGLINE LOAN, THE APPLICABLE BORROWER SHALL NOTIFY THE
ADMINISTRATIVE AGENT OF SUCH REQUEST BY TELEPHONE (CONFIRMED BY FACSIMILE), NOT
LATER THAN 12:00 NOON, LOCAL 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 A BORROWER. THE SWINGLINE LENDER SHALL MAKE EACH SWINGLINE
LOAN AVAILABLE TO THE APPLICABLE BORROWER BY MEANS OF A CREDIT TO THE APPLICABLE
FUNDING ACCOUNT (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 APPLICABLE ISSUING BANK) BY 3:00 P.M., LOCAL TIME, ON THE
REQUESTED