2.3.
Swingline Loan Subfacility.
(A)
SWINGLINE COMMITMENT. SUBJECT TO THE TERMS AND CONDITIONS OF THIS
SECTION 2.3, THE SWINGLINE LENDER, IN ITS INDIVIDUAL CAPACITY, AGREES TO MAKE
CERTAIN REVOLVING CREDIT LOANS TO THE BORROWER (EACH A "SWINGLINE LOAN" AND,
COLLECTIVELY, THE "SWINGLINE LOANS") FROM TIME TO TIME DURING THE TERM HEREOF;
PROVIDED, HOWEVER, THAT THE AGGREGATE AMOUNT OF SWINGLINE LOANS OUTSTANDING AT
ANY TIME SHALL NOT EXCEED THE LESSER OF (I) $170,000,000, AND (II) THE AGGREGATE
COMMITMENTS LESS THE SUM OF (A) ALL LOANS THEN OUTSTANDING, AND (B) THE LETTER
OF CREDIT USAGE (THE "SWINGLINE COMMITMENT"). SUBJECT TO THE LIMITATIONS SET
FORTH HEREIN, ANY AMOUNTS REPAID IN RESPECT OF SWINGLINE LOANS MAY BE
REBORROWED.
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(B)
SWINGLINE BORROWINGS.
(I)
NOTICE OF BORROWING. WITH RESPECT TO ANY SWINGLINE BORROWING, THE
BORROWER SHALL GIVE THE SWINGLINE LENDER AND THE ADMINISTRATIVE AGENT NOTICE IN
WRITING WHICH IS RECEIVED BY THE SWINGLINE LENDER AND ADMINISTRATIVE AGENT NOT
LATER THAN 2:00 P.M. (NEW YORK CITY TIME) ON THE PROPOSED DATE OF SUCH SWINGLINE
BORROWING (AND CONFIRMED BY TELEPHONE BY SUCH TIME), SPECIFYING (A) THAT A
SWINGLINE BORROWING IS BEING REQUESTED, (B) THE AMOUNT OF SUCH SWINGLINE
BORROWING, (C) THE PROPOSED DATE OF SUCH SWINGLINE BORROWING, WHICH SHALL BE A
BUSINESS DAY AND (D) THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING BOTH BEFORE AND AFTER GIVING EFFECT TO SUCH SWINGLINE BORROWING.
SUCH NOTICE SHALL BE IRREVOCABLE.
(II)
MINIMUM AMOUNTS. EACH SWINGLINE BORROWING SHALL BE IN A MINIMUM
PRINCIPAL AMOUNT OF $1,000,000, OR AN INTEGRAL MULTIPLE OF $100,000 IN EXCESS
THEREOF.
(III)
REPAYMENT OF SWINGLINE LOANS. EACH SWINGLINE LOAN SHALL BE DUE
AND PAYABLE ON THE EARLIEST OF (A) 5 BUSINESS DAYS FROM AND INCLUDING THE DATE
OF THE APPLICABLE SWINGLINE BORROWING, (B) THE DATE OF THE NEXT COMMITTED
BORROWING OR (C) THE MATURITY DATE.
IF, AND TO THE EXTENT, ANY SWINGLINE LOANS
SHALL BE OUTSTANDING ON THE DATE OF ANY COMMITTED BORROWING, SUCH SWINGLINE
LOANS SHALL FIRST BE REPAID FROM THE PROCEEDS OF SUCH COMMITTED BORROWING PRIOR
TO THE DISBURSEMENT OF THE SAME TO THE BORROWER.
IF, AND TO THE EXTENT, A
COMMITTED BORROWING IS NOT REQUESTED PRIOR TO THE MATURITY DATE OR THE END OF
THE 5 BUSINESS DAY PERIOD AFTER A SWINGLINE BORROWING, OR UNLESS THE BORROWER
SHALL HAVE NOTIFIED THE ADMINISTRATIVE AGENT AND THE SWINGLINE LENDER PRIOR TO
1:00 P.M. (NEW YORK CITY TIME) ON THE FOURTH (4TH) BUSINESS DAY AFTER THE
SWINGLINE BORROWING THAT THE BORROWER INTENDS TO REIMBURSE THE SWINGLINE BANK
FOR THE AMOUNT OF SUCH SWINGLINE BORROWING WITH FUNDS OTHER THAN PROCEEDS OF THE
LOANS, THE BORROWER SHALL BE DEEMED TO HAVE REQUESTED A COMMITTED BORROWING
COMPRISED ENTIRELY OF BASE RATE LOANS IN THE AMOUNT OF THE APPLICABLE SWINGLINE
LOAN THEN OUTSTANDING, THE PROCEEDS OF WHICH SHALL BE USED TO REPAY SUCH
SWINGLINE LOAN TO THE SWINGLINE LENDER.
IN ADDITION, IF (X) THE BORROWER DOES
NOT REPAY THE SWINGLINE LOAN ON OR PRIOR TO THE END OF SUCH 5 BUSINESS DAY
PERIOD, OR (Y)