YORK
CITY TIME, ON THE DATE OF THE PROPOSED BORROWING.
EACH SUCH TELEPHONIC
BORROWING REQUEST SHALL BE IRREVOCABLE AND SHALL BE CONFIRMED PROMPTLY BY HAND
DELIVERY OR TELECOPY TO THE ADMINISTRATIVE AGENT OF A WRITTEN BORROWING REQUEST
IN A FORM APPROVED BY THE ADMINISTRATIVE AGENT AND SIGNED BY THE PARENT BORROWER
(ON BEHALF OF ITSELF OR ANOTHER BORROWER).
EACH SUCH TELEPHONIC AND WRITTEN
BORROWING REQUEST SHALL SPECIFY THE FOLLOWING INFORMATION IN COMPLIANCE WITH
SECTION 2.02:
(I) WHETHER THE PARENT BORROWER IS REQUESTING SUCH BORROWING ON BEHALF OF ITSELF
OR FOR ANOTHER BORROWER (AND, IF ON BEHALF OF ANOTHER BORROWER, THE IDENTITY OF
SUCH BORROWER);
(II) WHETHER THE REQUESTED BORROWING IS A DOMESTIC A REVOLVING LOAN OR A
CANADIAN REVOLVING LOAN OR, IN THE CASE OF THE EFFECTIVE DATE, A DOMESTIC B
REVOLVING LOAN;
(III) THE AGGREGATE AMOUNT OF SUCH BORROWING;
(IV) THE DATE OF SUCH BORROWING, WHICH SHALL BE A BUSINESS DAY;
(V) WHETHER SUCH BORROWING IS TO BE AN ABR BORROWING OR A EURODOLLAR BORROWING;
(VI) IN THE CASE OF A EURODOLLAR BORROWING, THE INITIAL INTEREST PERIOD TO BE
APPLICABLE THERETO, WHICH SHALL BE A PERIOD CONTEMPLATED BY THE DEFINITION OF
"INTEREST PERIOD"; AND
(VII) THE LOCATION AND NUMBER OF THE RELEVANT BORROWER'S ACCOUNT TO WHICH FUNDS
ARE TO BE DISBURSED, WHICH SHALL COMPLY WITH THE REQUIREMENTS OF SECTION 2.06.
If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing.
If no Interest Period is specified with
respect to any requested Eurodollar Revolving Loan, then the Parent Borrower
shall be deemed to have selected (on behalf of itself or the applicable
Borrower) an Interest Period of one month's duration.
Promptly following
receipt of a Borrowing Request with respect to a Borrowing of any Class in
accordance with this Section, the Administrative Agent shall advise each Lender
with respect to such Class of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing.
44
SECTION 2.04.
SWINGLINE LOANS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, THE SWINGLINE LENDER AGREES TO MAKE LOANS ("SWINGLINE LOANS") TO
THE PARENT BORROWER FROM TIME TO TIME DURING THE REVOLVING AVAILABILITY PERIOD,
IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING THAT WILL NOT RESULT IN
(I) THE AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING SWINGLINE LOANS EXCEEDING
$10,000,000, (II) THE TOTAL DOMESTIC A REVOLVING EXPOSURES EXCEEDING THE TOTAL
AMOUNT OF THE DOMESTIC A COMMITMENTS, (III) THE TOTAL REVOLVING A EXPOSURES
EXCEEDING THE LESSER OF (A) THE TOTAL AMOUNT OF THE DOMESTIC A COMMITMENTS PLUS
THE CANADIAN COMMITMENTS AND (B) THE BORROWING BASE A THEN IN EFFECT AND
(IV) THE TOTAL REVOLVING EXPOSURES EXCEEDING THE LESSER OF (A) THE TOTAL AMOUNT
OF THE COMMITMENTS AND (B) THE AGGREGATE BORROWING BASE THEN IN EFFECT; PROVIDED
THAT THE SWINGLINE LENDER SHALL NOT BE REQUIRED TO MAKE A SWINGLINE LOAN TO
REFINANCE AN OUTSTANDING SWINGLINE LOAN.
WITHIN THE FOREGOING LIMITS AND
SUBJECT TO THE TERMS AND