TO TIME DURING THE REVOLVING AVAILABILITY PERIOD, IN AN AGGREGATE
PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING THAT WILL NOT RESULT IN THE AGGREGATE
PRINCIPAL AMOUNT OF OUTSTANDING SWINGLINE LOANS EXCEEDING $20.0 MILLION, AND
PROVIDED THAT AFTER MAKING A SWINGLINE LOAN, THE SUM OF THE TOTAL REVOLVING
EXPOSURES SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL REVOLVING COMMITMENTS AND
(B) THE 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 CONDITIONS SET
FORTH HEREIN, BORROWERS MAY BORROW, REPAY AND REBORROW SWINGLINE LOANS.
(B)
SWINGLINE LOANS.
TO REQUEST A SWINGLINE LOAN, BORROWERS SHALL
NOTIFY THE ADMINISTRATIVE AGENT OF SUCH REQUEST BY TELEPHONE (CONFIRMED BY
TELECOPY), NOT LATER THAN 2:00 P.M., 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), THE ACCOUNT TO
50
WHICH SUCH SWINGLINE LOAN IS DEPOSITED AND AMOUNT OF THE REQUESTED SWINGLINE
LOAN.
THE ADMINISTRATIVE AGENT WILL PROMPTLY ADVISE THE SWINGLINE LENDER OF ANY
SUCH NOTICE RECEIVED FROM BORROWERS.
THE SWINGLINE LENDER SHALL MAKE EACH
SWINGLINE LOAN AVAILABLE TO BORROWERS BY MEANS OF A CREDIT TO THE ACCOUNT OF
BORROWERS DIRECTED BY BORROWERS IN THE APPLICABLE REQUEST FOR THE SWINGLINE
LOANS (OR, IN THE CASE OF A SWINGLINE LOAN MADE TO FINANCE THE REIMBURSEMENT OF
AN LC DISBURSEMENT AS PROVIDED IN SECTION 2.18(E), BY REMITTANCE TO THE ISSUING
BANK) BY 3:00 P.M., NEW YORK CITY TIME, ON THE REQUESTED DATE OF SUCH SWINGLINE
LOAN.
BORROWERS SHALL NOT REQUEST A SWINGLINE LOAN IF AT THE TIME OF AND
IMMEDIATELY AFTER GIVING EFFECT TO SUCH REQUEST A DEFAULT HAS OCCURRED AND IS
CONTINUING.
SWINGLINE LOANS SHALL BE MADE IN MINIMUM AMOUNTS OF $100,000 AND
INTEGRAL MULTIPLES OF $100,000 ABOVE SUCH AMOUNT.
(C)
PREPAYMENT.
BORROWERS SHALL HAVE THE RIGHT AT ANY TIME AND FROM
TIME TO TIME TO REPAY ANY SWINGLINE LOAN, IN WHOLE OR IN PART, UPON GIVING
WRITTEN OR TELECOPY NOTICE (OR TELEPHONE NOTICE PROMPTLY CONFIRMED BY WRITTEN,
OR TELECOPY NOTICE) TO THE SWINGLINE LENDER AND TO THE ADMINISTRATIVE AGENT
BEFORE 1:00 P.M., NEW YORK CITY TIME ON THE DATE OF REPAYMENT AT THE SWINGLINE
LENDER'S ADDRESS FOR NOTICES SPECIFIED IN THE SWINGLINE LENDER'S ADMINISTRATIVE
QUESTIONNAIRE.
ALL PRINCIPAL PAYMENTS OF SWINGLINE LOANS SHALL BE ACCOMPANIED
BY ACCRUED INTEREST ON THE PRINCIPAL AMOUNT BEING REPAID TO THE DATE OF PAYMENT.
(D)
PARTICIPATIONS.
THE SWINGLINE LENDER MAY BY WRITTEN NOTICE GIVEN
TO THE ADMINISTRATIVE AGENT NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, ON
ANY BUSINESS DAY REQUIRE THE REVOLVING LENDERS TO ACQUIRE PARTICIPATIONS ON SUCH
BUSINESS DAY IN ALL OR A PORTION OF THE SWINGLINE LOANS OUTSTANDING; PROVIDED,
THAT, THE SWINGLINE LENDER SHALL REQUIRE THAT THE REVOLVING LENDERS ACQUIRE
PARTICIPATIONS IN ALL OF THE SWINGLINE LOANS OUTSTANDING AT LEAST ONCE WEEKLY.
SUCH NOTICE SHALL SPECIFY THE AGGREGATE AMOUNT OF SWINGLINE LOANS