THE MATURITY DATE,
REBORROWED.
ALL SWING LINE LOANS MADE TO ANY BORROWER SHALL BE MADE IN DOLLARS
AS ABR LOANS AND SHALL NOT BE ENTITLED TO BE CONVERTED INTO EUROCURRENCY LOANS.
THE PARENT BORROWER (ON BEHALF OF ANY BORROWER) SHALL GIVE THE SWING LINE LENDER
IRREVOCABLE NOTICE (WHICH NOTICE MUST BE RECEIVED BY THE SWING LINE LENDER PRIOR
TO 12:00 NOON, NEW YORK CITY TIME, IN THE CASE OF ANY SWING LINE LOAN MADE IN
DOLLARS) ON THE REQUESTED BORROWING DATE SPECIFYING (1) THE IDENTITY OF THE
BORROWER AND (2) THE AMOUNT OF THE REQUESTED SWING LINE LOAN, WHICH SHALL BE IN
A MINIMUM AMOUNT OF $100,000 OR WHOLE MULTIPLES OF $50,000 IN EXCESS THEREOF.
THE PROCEEDS OF THE SWING LINE LOAN WILL BE MADE AVAILABLE BY THE SWING LINE
LENDER TO THE BORROWER IDENTIFIED IN SUCH NOTICE AT AN OFFICE OF THE SWING LINE
LENDER BY CREDITING THE ACCOUNT OF SUCH BORROWER AT SUCH OFFICE WITH SUCH
PROCEEDS IN DOLLARS.
(B)
EACH U.S. BORROWER AGREES THAT, UPON THE REQUEST TO THE
ADMINISTRATIVE AGENT BY THE SWING LINE LENDER MADE ON OR PRIOR TO THE CLOSING
DATE OR IN CONNECTION WITH ANY ASSIGNMENT PURSUANT TO SUBSECTION 10.6(B), IN
ORDER TO EVIDENCE THE SWING LINE LOANS SUCH BORROWER WILL EXECUTE AND DELIVER TO
THE SWING LINE LENDER A PROMISSORY NOTE SUBSTANTIALLY IN THE FORM OF EXHIBIT
A-2, WITH APPROPRIATE INSERTIONS (AS THE SAME MAY BE AMENDED, SUPPLEMENTED,
REPLACED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "SWING LINE NOTE"),
PAYABLE TO THE ORDER OF THE SWING LINE LENDER AND REPRESENTING THE OBLIGATION OF
SUCH U.S. BORROWER TO PAY THE AMOUNT OF THE SWING LINE COMMITMENT OR, IF LESS,
THE UNPAID PRINCIPAL AMOUNT OF THE SWING LINE LOANS MADE TO SUCH U.S. BORROWER,
WITH INTEREST THEREON AS PRESCRIBED IN SUBSECTION 3.1.
THE SWING LINE NOTE
SHALL (I) BE DATED THE CLOSING DATE, (II) BE STATED TO MATURE ON THE MATURITY
DATE AND (III) PROVIDE FOR THE PAYMENT OF INTEREST IN ACCORDANCE WITH SUBSECTION
3.1.
(C)
THE SWING LINE LENDER, AT ANY TIME IN ITS SOLE AND ABSOLUTE
DISCRETION, MAY, AND, AT ANY TIME AS THERE SHALL BE A SWING LINE LOAN
OUTSTANDING FOR MORE THAN SEVEN BUSINESS DAYS, THE SWING LINE LENDER SHALL, ON
BEHALF OF THE U.S. BORROWER TO WHICH THE SWING LINE LOAN HAS BEEN MADE (WHICH
HEREBY IRREVOCABLY DIRECTS AND AUTHORIZES THE SWING LINE LENDER TO ACT ON ITS
BEHALF), REQUEST (PROVIDED THAT SUCH REQUEST SHALL BE DEEMED TO HAVE BEEN
AUTOMATICALLY MADE UPON THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER SUBSECTION
8(F)) EACH LENDER, INCLUDING THE SWING LINE LENDER, TO MAKE A REVOLVING LOAN AS
AN ABR LOAN IN AN AMOUNT EQUAL TO SUCH LENDER'S REVOLVING COMMITMENT PERCENTAGE
OF THE PRINCIPAL AMOUNT OF ALL SWING LINE LOANS MADE IN DOLLARS (A "MANDATORY
REVOLVING LOAN BORROWING") IN AN AMOUNT EQUAL TO SUCH LENDER'S REVOLVING
COMMITMENT PERCENTAGE OF THE PRINCIPAL AMOUNT OF ALL OF THE SWING LINE LOANS
(COLLECTIVELY, THE "REFUNDED SWING LINE LOANS") OUTSTANDING ON THE DATE SUCH