SUCH LOAN
MADE SOLELY BY THE SWINGLINE LENDER PURSUANT TO THIS SECTION 2.05(A) IS REFERRED
TO IN THIS AGREEMENT AS A "SWINGLINE LOAN"), WITH SETTLEMENT AMONG THEM AS TO
THE SWINGLINE LOANS TO TAKE PLACE ON A PERIODIC BASIS AS SET FORTH IN
SECTION 2.05(D).
EACH SWINGLINE LOAN SHALL BE SUBJECT TO ALL THE TERMS AND
CONDITIONS APPLICABLE TO OTHER ABR LOANS FUNDED BY THE LENDERS, EXCEPT THAT ALL
PAYMENTS THEREON SHALL BE PAYABLE TO THE SWINGLINE LENDER SOLELY FOR ITS OWN
ACCOUNT.
IN ADDITION, THE BORROWER HEREBY AUTHORIZES THE SWINGLINE LENDER TO,
AND THE SWINGLINE LENDER SHALL, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN (BUT WITHOUT ANY FURTHER WRITTEN NOTICE REQUIRED), NOT LATER THAN
2:00 P.M., NEW YORK CITY TIME, ON EACH BUSINESS DAY, MAKE AVAILABLE TO THE
BORROWER BY MEANS OF A CREDIT TO THE FUNDING ACCOUNT, THE PROCEEDS OF A
SWINGLINE LOAN TO THE EXTENT NECESSARY TO PAY ITEMS TO BE DRAWN ON ANY
CONTROLLED DISBURSEMENT ACCOUNT THAT DAY (AS DETERMINED BASED ON NOTICE FROM THE
ADMINISTRATIVE AGENT).
THE AGGREGATE AMOUNT OF SWINGLINE LOANS OUTSTANDING AT
ANY TIME SHALL NOT EXCEED $6,000,000.
THE SWINGLINE LENDER SHALL NOT MAKE ANY
SWINGLINE LOAN IF THE REQUESTED SWINGLINE LOAN EXCEEDS AVAILABILITY (BEFORE
GIVING EFFECT TO SUCH SWINGLINE LOAN).
ALL SWINGLINE LOANS SHALL BE ABR
BORROWINGS.
(B)
ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, AT THE
REQUEST OF THE BORROWER, THE ADMINISTRATIVE AGENT MAY IN ITS SOLE DISCRETION
(BUT WITH ABSOLUTELY NO OBLIGATION), MAKE REVOLVING LOANS TO THE BORROWER, ON
BEHALF OF THE LENDERS, IN AMOUNTS THAT EXCEED AVAILABILITY (ANY SUCH EXCESS
REVOLVING LOANS ARE HEREIN REFERRED TO COLLECTIVELY AS "OVERADVANCES"); PROVIDED
THAT, NO OVERADVANCE SHALL RESULT IN A DEFAULT DUE TO BORROWER'S FAILURE TO
COMPLY WITH SECTION 2.01 FOR SO LONG AS SUCH OVERADVANCE REMAINS OUTSTANDING IN
ACCORDANCE WITH THE TERMS OF THIS PARAGRAPH, BUT SOLELY WITH RESPECT TO THE
AMOUNT OF SUCH OVERADVANCE.
IN ADDITION, OVERADVANCES MAY BE MADE EVEN IF THE
CONDITION PRECEDENT SET FORTH IN SECTION 4.02(C) HAS NOT BEEN SATISFIED.
ALL
OVERADVANCES SHALL CONSTITUTE ABR BORROWINGS.
THE AUTHORITY OF THE
ADMINISTRATIVE AGENT TO MAKE OVERADVANCES IS LIMITED TO AN AGGREGATE AMOUNT NOT
TO EXCEED $5,000,000 AT ANY TIME, NO OVERADVANCE MAY REMAIN OUTSTANDING FOR MORE
THAN FORTY-FIVE (45) DAYS AND NO OVERADVANCE SHALL CAUSE ANY LENDER'S REVOLVING
EXPOSURE TO EXCEED ITS COMMITMENT; PROVIDED THAT, THE REQUIRED LENDERS MAY AT
ANY TIME REVOKE THE ADMINISTRATIVE AGENT'S AUTHORIZATION TO MAKE OVERADVANCES.
ANY SUCH REVOCATION MUST BE IN WRITING AND SHALL BECOME EFFECTIVE PROSPECTIVELY
UPON THE ADMINISTRATIVE AGENT'S RECEIPT THEREOF.
(C)
UPON THE MAKING OF A SWINGLINE LOAN OR AN OVERADVANCE (WHETHER BEFORE OR
AFTER THE OCCURRENCE OF A DEFAULT AND REGARDLESS OF WHETHER A SETTLEMENT HAS
BEEN REQUESTED WITH RESPECT TO SUCH SWINGLINE LOAN OR OVERADVANCE), EACH LENDER
SHALL BE DEEMED, WITHOUT FURTHER ACTION BY ANY PARTY HERETO, TO HAVE
UNCONDITIONALLY AND IRREVOCABLY PURCHASED FROM THE SWINGLINE LENDER OR THE
ADMINISTRATIVE AGENT, AS THE CASE MAY BE, WITHOUT RECOURSE OR WARRANTY, AN
UNDIVIDED INTEREST