Date" with respect to each Credit Event for which a Dollar Amount
is determined on or as of such day.
SECTION 2.05.
SWINGLINE LOANS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, THE SWINGLINE LENDER AGREES TO MAKE SWINGLINE LOANS IN DOLLARS TO
THE COMPANY FROM TIME TO TIME DURING THE 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 $5,000,000
OR (II) THE DOLLAR AMOUNT OF THE TOTAL REVOLVING CREDIT EXPOSURES EXCEEDING THE
AGGREGATE COMMITMENT; 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 CONDITIONS SET FORTH HEREIN, THE
COMPANY MAY BORROW, PREPAY AND REBORROW SWINGLINE LOANS.
(B)
TO REQUEST A SWINGLINE LOAN, THE COMPANY SHALL NOTIFY THE ADMINISTRATIVE
AGENT OF SUCH REQUEST BY TELEPHONE (CONFIRMED BY TELECOPY), NOT LATER THAN 12:00
NOON, NEW YORK CITY TIME, ON THE DAY OF A PROPOSED SWINGLINE LOAN.
EACH SUCH
NOTICE SHALL BE IRREVOCABLE AND SHALL SPECIFY THE REQUESTED DATE (WHICH SHALL BE
A BUSINESS DAY) AND AMOUNT OF THE REQUESTED SWINGLINE LOAN.
THE ADMINISTRATIVE
AGENT WILL PROMPTLY ADVISE THE SWINGLINE LENDER OF ANY SUCH NOTICE RECEIVED FROM
THE COMPANY.
THE SWINGLINE LENDER SHALL MAKE EACH SWINGLINE LOAN AVAILABLE TO
THE COMPANY BY MEANS OF A CREDIT TO THE GENERAL DEPOSIT ACCOUNT OF THE COMPANY
WITH THE SWINGLINE LENDER (OR, IN THE CASE OF A SWINGLINE LOAN MADE TO FINANCE
THE REIMBURSEMENT OF AN LC DISBURSEMENT AS PROVIDED IN SECTION 2.06(E), BY
REMITTANCE
24
TO THE RELEVANT ISSUING BANK) BY 3:00 P.M., NEW YORK CITY TIME, ON THE REQUESTED
DATE OF SUCH SWINGLINE LOAN.
(C)
THE SWINGLINE LENDER MAY BY WRITTEN NOTICE GIVEN TO THE ADMINISTRATIVE
AGENT NOT LATER THAN 10:00 A.M., NEW YORK CITY TIME, ON ANY BUSINESS DAY REQUIRE
THE LENDERS TO ACQUIRE PARTICIPATIONS ON SUCH BUSINESS DAY IN ALL OR A PORTION
OF THE SWINGLINE LOANS OUTSTANDING.
SUCH NOTICE SHALL SPECIFY THE AGGREGATE
AMOUNT OF SWINGLINE LOANS IN WHICH LENDERS WILL PARTICIPATE.
PROMPTLY UPON
RECEIPT OF SUCH NOTICE, THE ADMINISTRATIVE AGENT WILL GIVE NOTICE THEREOF TO
EACH
LENDER, SPECIFYING IN SUCH NOTICE SUCH LENDER'S APPLICABLE PERCENTAGE OF
SUCH SWINGLINE LOAN OR LOANS.
EACH LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY
AGREES, UPON RECEIPT OF NOTICE AS PROVIDED ABOVE, TO PAY TO THE ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF THE SWINGLINE LENDER, SUCH LENDER'S APPLICABLE
PERCENTAGE OF SUCH SWINGLINE LOAN OR LOANS.
EACH LENDER ACKNOWLEDGES AND AGREES
THAT ITS OBLIGATION TO ACQUIRE PARTICIPATIONS IN SWINGLINE LOANS PURSUANT TO
THIS PARAGRAPH IS ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY
CIRCUMSTANCE WHATSOEVER, INCLUDING THE OCCURRENCE AND CONTINUANCE OF A DEFAULT
OR REDUCTION OR TERMINATION OF THE COMMITMENTS, AND THAT EACH SUCH PAYMENT SHALL
BE MADE WITHOUT ANY OFFSET, ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER.
EACH LENDER SHALL COMPLY WITH ITS OBLIGATION UNDER THIS PARAGRAPH BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS,