CANADIAN BORROWER, AS THE CASE MAY BE, SHALL NOT EXCEED SUCH US LENDER'S
US COMMITMENT OR SUCH CANADIAN LENDER'S CANADIAN COMMITMENT, RESPECTIVELY, AND
PROVIDED, FURTHER, THAT THE BORROWER SHALL NOT USE THE PROCEEDS OF ANY SWING
LINE LOAN TO REFINANCE ANY OUTSTANDING SWING LINE LOAN.
THE OBLIGATION OF EACH
BORROWER TO REPAY TO THE SWING LINE LENDER SWING LINE LOANS MADE BY SUCH SWING
LINE LENDER TO SUCH BORROWER, TOGETHER WITH INTEREST ACCRUING IN CONNECTION
THEREWITH, SHALL BE EVIDENCED BY A SINGLE PROMISSORY NOTE (HEREIN CALLED THE
SWING LINE LENDER'S "SWING LINE NOTE") MADE BY EACH BORROWER PAYABLE TO THE
ORDER OF THE SWING LINE LENDER IN THE FORM OF EXHIBIT A-3 WITH APPROPRIATE
INSERTIONS.
THE AMOUNT OF PRINCIPAL OWING ON ANY SWING LINE NOTE AT ANY GIVEN
TIME SHALL BE THE AGGREGATE AMOUNT OF ALL SWING LINE LOANS THERETOFORE MADE BY
THE SWING LINE LENDER TO SUCH BORROWER MINUS ALL PAYMENTS OF PRINCIPAL
THERETOFORE RECEIVED BY THE SWING LINE LENDER ON SUCH SWING LINE NOTE.
INTEREST
ON EACH SWING LINE NOTE SHALL ACCRUE AND BE DUE AND PAYABLE AS PROVIDED HEREIN
AND THEREIN.
EACH SWING LINE NOTE SHALL BE DUE AND PAYABLE AS PROVIDED HEREIN
AND THEREIN, AND SHALL BE DUE AND PAYABLE IN FULL ON THE MATURITY DATE.
WITHIN
THE FOREGOING LIMITS, AND SUBJECT TO THE OTHER TERMS AND CONDITIONS HEREOF, ANY
BORROWER MAY BORROW UNDER THIS SECTION 2.10A, PREPAY UNDER SECTION 2.8(C), AND
REBORROW UNDER THIS SECTION 2.10A.
US BORROWER MAY REQUEST EITHER BASE RATE
LOANS OR EURODOLLAR LOANS WITH AN INTEREST PERIOD NOT EXCEEDING FIFTEEN (15)
DAYS.
EITHER CANADIAN BORROWER MAY REQUEST (I) DOLLAR-DENOMINATED CANADIAN US
DOLLAR BASE RATE LOANS OR EURODOLLAR LOANS WITH AN INTEREST PERIOD NOT EXCEEDING
FIFTEEN (15) DAYS, OR (II) CANADIAN DOLLAR-DENOMINATED CANADIAN PRIME RATE
LOANS.
IMMEDIATELY UPON THE MAKING OF A SWING LINE LOAN TO US BORROWER OR
EITHER CANADIAN BORROWER, EACH US LENDER OR CANADIAN LENDER, AS THE CASE MAY BE,
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 US LENDER'S US PERCENTAGE SHARE, OR
SUCH CANADIAN LENDER'S CANADIAN PERCENTAGE SHARE, AS APPROPRIATE, TIMES THE
AMOUNT OF SUCH SWING LINE LOAN.
(b)
Borrowing Procedures.
Each Swing Line
Borrowing shall be made upon a Borrower's irrevocable notice to the Swing Line
Lender and the Administrative Agent or Canadian Administrative Agent, as
applicable, which may be given by telephone. Each such notice must be received
by the Swing Line Lender and the Administrative Agent or Canadian Administrative
Agent not later than 1:00 p.m. on the requested borrowing date (or, for
Eurodollar Loans, not later than 1:00 p.m. on the third Business Day prior to
the requested borrowing date), and shall specify (i) the amount to be borrowed,
which shall be a minimum of $1,000,000 (or, if denominated in Canadian Dollars,
C$1,000,000), (ii) the requested borrowing date, which shall be a Business Day,
(iii) for Eurodollar Loans,