THAT (X) AFTER GIVING EFFECT TO ANY SWING LINE LOAN, (I) THE TOTAL
OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE COMMITMENTS, (II) THE REVOLVING
CREDIT EXPOSURE OF ANY LENDER SHALL NOT EXCEED SUCH LENDER'S COMMITMENT, AND
(III) THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF ALL LOANS MADE BY THE SWING
LINE LENDER PLUS THE AGGREGATE L/C OBLIGATIONS OWING TO THE SWING LINE LENDER
(OR ANY OF ITS AFFILIATES) SHALL NOT EXCEED SUCH LENDER'S COMMITMENT,
(Y) SUCH
BORROWER SHALL NOT USE THE PROCEEDS OF ANY SWING LINE LOAN TO REFINANCE ANY
OUTSTANDING SWING LINE LOAN AND (Z) THE SWING LINE LENDER SHALL NOT BE UNDER ANY
OBLIGATION TO MAKE ANY SWING LINE LOAN IF IT SHALL DETERMINE (WHICH
DETERMINATION SHALL BE CONCLUSIVE AND BINDING ABSENT MANIFEST ERROR) THAT IT
HAS, OR BY SUCH CREDIT EXTENSION MAY HAVE, FRONTING EXPOSURE.
WITHIN THE
FOREGOING LIMITS, AND SUBJECT TO THE OTHER TERMS AND CONDITIONS HEREOF, EACH
BORROWER MAY BORROW UNDER THIS SECTION 2.05, PREPAY UNDER SECTION 2.06, AND
REBORROW UNDER THIS SECTION 2.05.
EACH SWING LINE LOAN SHALL BE A BASE RATE
LOAN.
IMMEDIATELY UPON THE MAKING OF A SWING LINE LOAN, EACH LENDER SHALL BE
DEEMED TO, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE FROM
THE SWING LINE LENDER A RISK PARTICIPATION IN SUCH SWING LINE LOAN IN AN AMOUNT
EQUAL TO THE PRODUCT OF SUCH LENDER'S APPLICABLE PERCENTAGE TIMES
THE AMOUNT OF
SUCH SWING LINE LOAN.
(B)
BORROWING PROCEDURES.
EACH SWING LINE BORROWING SHALL BE
MADE UPON THE APPLICABLE BORROWER'S IRREVOCABLE NOTICE TO THE SWING LINE LENDER
AND THE ADMINISTRATIVE AGENT, WHICH MAY BE GIVEN BY (A) TELEPHONE OR (B) BY A
SWING LINE LOAN NOTICE; PROVIDED THAT ANY TELEPHONIC NOTICE MUST BE CONFIRMED
PROMPTLY BY DELIVERY TO THE SWING LINE LENDER AND THE
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ADMINISTRATIVE AGENT OF A SWING LINE LOAN NOTICE.
EACH SUCH SWING LINE LOAN
NOTICE MUST BE RECEIVED BY THE SWING LINE LENDER AND THE ADMINISTRATIVE AGENT
NOT LATER THAN 1:00 P.M. ON THE REQUESTED BORROWING DATE, AND SHALL SPECIFY (I)
THE AMOUNT TO BE BORROWED, WHICH SHALL BE A MINIMUM OF $1,000,000, AND (II) THE
REQUESTED BORROWING DATE, WHICH SHALL BE A BUSINESS DAY.
PROMPTLY AFTER RECEIPT
BY THE SWING LINE LENDER OF ANY TELEPHONIC SWING LINE LOAN NOTICE, THE SWING
LINE LENDER WILL CONFIRM WITH THE ADMINISTRATIVE AGENT (BY TELEPHONE OR IN
WRITING) THAT THE ADMINISTRATIVE AGENT HAS ALSO RECEIVED SUCH SWING LINE LOAN
NOTICE AND, IF NOT, THE SWING LINE LENDER WILL NOTIFY THE ADMINISTRATIVE AGENT
OF THE CONTENTS THEREOF.
UNLESS THE SWING LINE LENDER HAS RECEIVED NOTICE (BY
TELEPHONE OR IN WRITING) FROM THE ADMINISTRATIVE AGENT (INCLUDING AT THE REQUEST
OF ANY LENDER) PRIOR TO 2:00 P.M. ON THE DATE OF THE PROPOSED SWING LINE
BORROWING (A) DIRECTING THE SWING LINE LENDER NOT TO MAKE SUCH SWING LINE LOAN
AS A RESULT OF THE LIMITATIONS SET FORTH IN THE FIRST PROVISO TO THE FIRST
SENTENCE OF SECTION 2.05(A), OR (B) THAT ONE OR MORE OF THE APPLICABLE
CONDITIONS SPECIFIED IN SECTION 4.02