2.4.
SWINGLINE COMMITMENT.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THE
SWINGLINE LENDER AGREES TO MAKE SWINGLINE LOANS TO THE BORROWERS, FROM TIME TO
TIME DURING THE AVAILABILITY PERIOD, IN AN AGGREGATE PRINCIPAL AMOUNT
OUTSTANDING AT ANY TIME NOT TO EXCEED THE LESSER OF
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(I) THE SWINGLINE COMMITMENT THEN IN EFFECT AND (II) THE DIFFERENCE BETWEEN THE
AGGREGATE REVOLVING COMMITMENT AMOUNT AND THE AGGREGATE REVOLVING CREDIT
EXPOSURES OF ALL LENDERS; PROVIDED, THAT THE SWINGLINE LENDER SHALL NOT BE
REQUIRED TO MAKE A SWINGLINE LOAN TO REFINANCE AN OUTSTANDING SWINGLINE LOAN.
THE BORROWERS SHALL BE ENTITLED TO BORROW, REPAY AND REBORROW SWINGLINE LOANS IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
(B)
THE BORROWERS MAY OBTAIN SWINGLINE LOANS AS FOLLOWS:
(I)
THE ADMINISTRATIVE BORROWER SHALL GIVE THE ADMINISTRATIVE AGENT
WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING) OF EACH
SWINGLINE BORROWING SUBSTANTIALLY IN THE FORM OF EXHIBIT 2.4 ATTACHED HERETO
("NOTICE OF SWINGLINE BORROWING") BY 11:00 A.M. (NEW YORK TIME) ON THE REQUESTED
DATE OF EACH SWINGLINE BORROWING.
EACH NOTICE OF SWINGLINE BORROWING SHALL BE
IRREVOCABLE AND SHALL SPECIFY: (1) THE PRINCIPAL AMOUNT OF SUCH SWINGLINE LOAN,
(2) THE DATE OF SUCH SWINGLINE LOAN (WHICH SHALL BE A BUSINESS DAY) AND (3) THE
ACCOUNT OF THE ADMINISTRATIVE BORROWER TO WHICH THE PROCEEDS OF SUCH SWINGLINE
LOAN SHOULD BE CREDITED.
THE ADMINISTRATIVE AGENT WILL PROMPTLY ADVISE THE
SWINGLINE LENDER OF EACH NOTICE OF SWINGLINE BORROWING.
EACH SWINGLINE LOAN
SHALL ACCRUE INTEREST AT THE BASE RATE OR THE SWINGLINE RATE AND SHALL HAVE AN
INTEREST PERIOD (SUBJECT TO THE DEFINITION THEREOF) AS AGREED BETWEEN THE
ADMINISTRATIVE BORROWER AND THE SWINGLINE LENDER.
THE AGGREGATE PRINCIPAL
AMOUNT OF EACH SWINGLINE LOAN SHALL BE NOT LESS THAN $100,000 OR A LARGER
INTEGRAL MULTIPLE OF $50,000, OR SUCH OTHER MINIMUM AMOUNTS AGREED TO BY THE
SWINGLINE LENDER AND THE ADMINISTRATIVE BORROWER.
THE SWINGLINE LENDER WILL
MAKE THE PROCEEDS OF EACH SWINGLINE LOAN AVAILABLE TO THE BORROWERS IN DOLLARS
IN IMMEDIATELY AVAILABLE FUNDS AT THE ACCOUNT SPECIFIED BY THE ADMINISTRATIVE
BORROWER IN THE APPLICABLE NOTICE OF SWINGLINE BORROWING NOT LATER THAN 1:00
P.M. (NEW YORK TIME) ON THE REQUESTED DATE OF SUCH SWINGLINE LOAN.
EACH
BORROWER APPOINTS THE ADMINISTRATIVE BORROWER AS ITS AGENT TO REQUEST AND
RECEIVE THE PROCEEDS OF THE SWINGLINE LOANS ON BEHALF OF ALL BORROWERS.
(II)
IF THE BORROWERS AND THE SWINGLINE LENDER ARE PARTIES TO A
BUSINESS SWEEP ACCOUNT AGREEMENT, THE BORROWERS MAY OBTAIN SWINGLINE ADVANCES
FROM TIME TO TIME IN ACCORDANCE WITH SAID BUSINESS SWEEP ACCOUNT AGREEMENT.
(C)
THE SWINGLINE LENDER, AT ANY TIME AND FROM TIME TO TIME IN ITS
SOLE DISCRETION, MAY, ON BEHALF OF THE BORROWERS (WHICH HEREBY IRREVOCABLY
AUTHORIZE AND DIRECT THE SWINGLINE LENDER TO ACT ON THEIR BEHALF), GIVE A NOTICE
OF REVOLVING BORROWING TO THE ADMINISTRATIVE AGENT REQUESTING THE LENDERS
(INCLUDING THE SWINGLINE LENDER) TO MAKE BASE RATE LOANS IN AN AMOUNT EQUAL TO
THE UNPAID PRINCIPAL AMOUNT OF ANY SWINGLINE LOAN.
EACH LENDER WILL MAKE THE
PROCEEDS OF