LETTERS OF CREDIT UNDER THE
POST-FIRST AMENDMENT AND RESTATEMENT SYNTHETIC L/C FACILITY SHALL ONLY BE ISSUED
BY THE POST-FIRST AMENDMENT AND RESTATEMENT SYNTHETIC L/C ISSUER.
SECTION 2.04
SWING LINE LOANS.
(A)
THE SWING LINE.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, THE SWING LINE LENDER AGREES TO MAKE LOANS IN DOLLARS (EACH SUCH LOAN, A
"SWING LINE LOAN") TO THE BORROWER FROM TIME TO TIME ON ANY BUSINESS DAY (OTHER
THAN THE ORIGINAL CLOSING DATE AND THE WORLDSPAN CLOSING DATE) UNTIL THE
MATURITY DATE IN AN AGGREGATE AMOUNT NOT TO EXCEED AT ANY TIME OUTSTANDING THE
AMOUNT OF THE SWING LINE SUBLIMIT, NOTWITHSTANDING THE FACT THAT SUCH SWING LINE
LOANS, WHEN AGGREGATED WITH THE PRO RATA SHARE OF THE OUTSTANDING AMOUNT OF
DOLLAR REVOLVING CREDIT LOANS AND DOLLAR REVOLVING L/C OBLIGATIONS OF THE LENDER
ACTING AS SWING LINE LENDER, MAY EXCEED THE AMOUNT OF SUCH LENDER'S DOLLAR
REVOLVING CREDIT COMMITMENT; PROVIDED THAT, AFTER GIVING EFFECT TO ANY SWING
LINE LOAN, THE AGGREGATE OUTSTANDING AMOUNT OF THE DOLLAR REVOLVING CREDIT LOANS
OF ANY LENDER, PLUS SUCH LENDER'S PRO RATA SHARE OF THE OUTSTANDING AMOUNT OF
ALL DOLLAR REVOLVING L/C OBLIGATIONS, PLUS SUCH LENDER'S PRO RATA SHARE OF THE
OUTSTANDING AMOUNT OF ALL SWING LINE LOANS SHALL NOT EXCEED SUCH LENDER'S DOLLAR
REVOLVING CREDIT
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COMMITMENT THEN IN EFFECT; PROVIDED FURTHER THAT, THE BORROWER SHALL NOT USE THE
PROCEEDS OF ANY SWING LINE LOAN TO REFINANCE ANY OUTSTANDING SWING LINE LOAN.
WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE OTHER TERMS AND CONDITIONS
HEREOF, THE BORROWER MAY BORROW UNDER THIS SECTION 2.04, PREPAY UNDER SECTION
2.05, AND REBORROW UNDER THIS SECTION 2.04.
EACH SWING LINE LOAN SHALL BE A
BASE RATE LOAN.
SWING LINE LOANS SHALL ONLY BE DENOMINATED IN DOLLARS.
IMMEDIATELY UPON THE MAKING OF A SWING LINE LOAN, EACH DOLLAR REVOLVING CREDIT
LENDER SHALL BE DEEMED TO, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO,
PURCHASE FROM THE SWING LINE LENDER A RISK PARTICIPATION IN SUCH SWING LINE LOAN
IN AN AMOUNT EQUAL TO THE PRODUCT OF SUCH LENDER'S PRO RATA SHARE TIMES THE
AMOUNT OF SUCH SWING LINE LOAN.
(B)
BORROWING PROCEDURES.
EACH SWING LINE BORROWING SHALL BE MADE
UPON THE BORROWER'S IRREVOCABLE NOTICE TO THE SWING LINE LENDER AND THE
ADMINISTRATIVE AGENT, WHICH MAY BE GIVEN BY TELEPHONE.
EACH SUCH NOTICE MUST BE
RECEIVED BY THE SWING LINE LENDER AND THE ADMINISTRATIVE AGENT NOT LATER THAN
1:00 P.M. ON THE REQUESTED BORROWING DATE, AND SHALL SPECIFY (I) THE AMOUNT TO
BE BORROWED, WHICH SHALL BE A MINIMUM OF $100,000 (AND ANY AMOUNT IN EXCESS OF
$100,000 SHALL BE AN INTEGRAL MULTIPLE OF $25,000), AND (II) THE REQUESTED
BORROWING DATE, WHICH SHALL BE A BUSINESS DAY.
EACH SUCH TELEPHONIC NOTICE MUST
BE CONFIRMED PROMPTLY BY DELIVERY TO THE SWING LINE LENDER AND THE
ADMINISTRATIVE AGENT OF A WRITTEN SWING LINE LOAN NOTICE, APPROPRIATELY
COMPLETED AND SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER.
PROMPTLY AFTER
RECEIPT BY THE SWING LINE LENDER OF ANY TELEPHONIC SWING LINE LOAN