AGAINST THE TRANCHE A BORROWING BASE AS PROVIDED FOR IN SECTION 2.4(D) HEREOF.
57
2.2
SWING LINE LOANS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS CONTAINED HEREIN, THE SWING LINE
LENDER AGREES THAT IT WILL MAKE SWING LINE LOANS TO EACH BORROWER FROM TIME TO
TIME IN AMOUNTS REQUESTED BY SUCH BORROWER (OR LEAD BORROWER ON BEHALF OF SUCH
BORROWER) UP TO THE AGGREGATE AMOUNT OUTSTANDING EQUAL TO THE SWING LINE LOAN
LIMIT; PROVIDED, THAT, AFTER GIVING EFFECT TO ANY SUCH SWING LINE LOAN, THE
AGGREGATE PRINCIPAL AMOUNT OF THE TRANCHE A REVOLVING LOANS, SWING LINE LOANS
AND LETTER OF CREDIT ACCOMMODATIONS OUTSTANDING SHALL NOT EXCEED THE LESSER OF
(I) THE TRANCHE A BORROWING BASE AT SUCH TIME, OR (II) THE TRANCHE A MAXIMUM
CREDIT AT SUCH TIME.
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, EACH BORROWER
(OR ADMINISTRATIVE BORROWER ON BEHALF OF BORROWERS) MAY FROM TIME TO TIME
BORROW, PREPAY AND REBORROW SWING LINE LOANS.
SWING LINE LENDER SHALL NOT BE
REQUIRED TO MAKE SWING LINE LOANS, IF, AFTER GIVING EFFECT THERETO, THE
AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF ALL SWING LINE LOANS WOULD EXCEED THE
THEN EXISTING SWING LINE LOAN LIMIT.
EACH SWING LINE LOAN SHALL BE SUBJECT TO
ALL OF THE TERMS AND CONDITIONS APPLICABLE TO OTHER BASE RATE LOANS FUNDED BY
THE LENDERS CONSTITUTING REVOLVING LOANS, EXCEPT THAT ALL PAYMENTS THEREON SHALL
BE PAYABLE TO THE SWING LINE LENDER SOLELY FOR ITS OWN ACCOUNT.
ALL REVOLVING
LOANS AND SWING LINE LOANS SHALL BE SUBJECT TO THE SETTLEMENT AMONG LENDERS
PROVIDED FOR IN SECTION 6.10 HEREOF.
(B)
UPON THE MAKING OF A SWING LINE LOAN, WITHOUT FURTHER ACTION BY ANY
PARTY HERETO, EACH TRANCHE A LENDER SHALL BE DEEMED TO HAVE IRREVOCABLY AND
UNCONDITIONALLY PURCHASED AND RECEIVED FROM THE SWING LINE LENDER, WITHOUT
RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND PARTICIPATION TO THE EXTENT OF
SUCH LENDER'S PRO RATA SHARE IN SUCH SWING LINE LOAN.
TO THE EXTENT THAT THERE
IS NO SETTLEMENT IN ACCORDANCE WITH SECTION 6.10 BELOW, THE SWING LINE LENDER
MAY AT ANY TIME, REQUIRE THE TRANCHE A LENDERS TO FUND THEIR PARTICIPATIONS.
FROM AND AFTER THE DATE, IF ANY, ON WHICH ANY TRANCHE A LENDER HAS FUNDED ITS
PARTICIPATION IN ANY SWING LINE LOAN, ADMINISTRATIVE AGENT SHALL PROMPTLY
DISTRIBUTE TO SUCH LENDER, NOT LESS THAN WEEKLY, SUCH LENDER'S PRO RATA SHARE OF
ALL PAYMENTS OF PRINCIPAL AND INTEREST RECEIVED BY ADMINISTRATIVE AGENT IN
RESPECT OF SUCH SWING LINE LOAN.
2.3
TRANCHE A-2 TERM LOANS.
(A)
SUBJECT TO AND UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, EACH
TRANCHE A-2 LENDER SEVERALLY (AND NOT JOINTLY) AGREES TO MAKE TRANCHE A-2 TERM
LOANS TO LEAD BORROWER, ON BEHALF OF THE BORROWERS, ON THE EFFECTIVE DATE IN THE
AGGREGATE PRINCIPAL AMOUNT OF $60,000,000.
58
(B)
THE PRINCIPAL AMOUNT OF EACH OF THE TRANCHE A-2 TERM LOANS SHALL BE
REPAID IN CONSECUTIVE EQUAL QUARTERLY INSTALLMENTS (OR EARLIER AS PROVIDED
HEREIN) OF PRINCIPAL IN THE AMOUNT OF $2,500,000 COMMENCING ON JANUARY 1, 2014
AND ON THE FIRST DAY