TERM LOANS AT SUCH TIME; PROVIDED THAT
(I) THE SWINGLINE LENDER SHALL NOT BE REQUIRED TO MAKE A SWINGLINE LOAN TO
REFINANCE AN OUTSTANDING SWINGLINE LOAN AND (II) THE SWINGLINE LENDER SHALL NOT
HAVE ANY OBLIGATION, UNDER THIS AGREEMENT OR OTHERWISE, TO MAKE ANY SWINGLINE
LOAN REQUESTED BY THE BORROWER HEREUNDER AND MAY, IN ITS SOLE DISCRETION,
DECLINE TO MAKE A REQUESTED SWINGLINE LOAN.
WITHIN THE FOREGOING LIMITS AND
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THE BORROWER MAY BORROW,
PREPAY AND REBORROW SWINGLINE LOANS.
(B)
TO REQUEST A SWINGLINE LOAN, THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE
AGENT OF SUCH REQUEST BY TELEPHONE (CONFIRMED BY TELECOPY), NOT LATER THAN
1:00 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) AND AMOUNT OF THE REQUESTED SWINGLINE LOAN.
THE
ADMINISTRATIVE AGENT WILL PROMPTLY ADVISE THE SWINGLINE LENDER OF ANY SUCH
NOTICE RECEIVED FROM THE BORROWER.
THE SWINGLINE LENDER SHALL MAKE EACH
SWINGLINE LOAN AVAILABLE TO THE BORROWER BY MEANS OF A WIRE TRANSFER TO AN
ACCOUNT DESIGNATED BY THE BORROWER (OR, IN THE CASE OF A SWINGLINE LOAN MADE TO
FINANCE THE REIMBURSEMENT OF AN LC DISBURSEMENT AS PROVIDED IN SECTION 2.05(E),
BY REMITTANCE TO THE RELEVANT ISSUING BANK) BY 3:00 P.M., NEW YORK CITY TIME, ON
THE REQUESTED DATE OF SUCH SWINGLINE LOAN.
(C)
INTEREST ON EACH SWINGLINE LOAN SHALL BE PAYABLE ON THE INTEREST PAYMENT
DATE WITH RESPECT THERETO.
(D)
THE ADMINISTRATIVE AGENT SHALL (I) AT ANY TIME WHEN SWINGLINE LOANS IN AN
AGGREGATE PRINCIPAL AMOUNT OF $10,000,000 OR MORE ARE OUTSTANDING, AT THE
REQUEST OF THE SWINGLINE LENDER IN ITS SOLE DISCRETION, OR (II) ON THE DATE THAT
IS SEVEN DAYS AFTER
40
THE DATE ON WHICH A SWINGLINE LOAN WAS MADE, DELIVER ON BEHALF OF THE BORROWER A
BORROWING REQUEST PURSUANT TO SECTION 2.03 FOR AN ABR REVOLVING BORROWING IN THE
AMOUNT OF SUCH SWINGLINE LOANS; PROVIDED, HOWEVER, THAT THE OBLIGATIONS OF THE
LENDERS TO FUND SUCH BORROWING SHALL NOT BE SUBJECT TO THE CONDITIONS SET FORTH
IN SECTION 4.02.
(E)
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.
SUCH NOTICE SHALL SPECIFY THE
AGGREGATE AMOUNT OF SWINGLINE LOANS IN WHICH REVOLVING LENDERS WILL
PARTICIPATE.
PROMPTLY UPON RECEIPT OF SUCH NOTICE (BUT NO LATER THAN 2:00 P.M.,
NEW YORK CITY TIME, ON SUCH BUSINESS DAY), THE ADMINISTRATIVE AGENT WILL GIVE
NOTICE THEREOF TO EACH REVOLVING LENDER, SPECIFYING IN SUCH NOTICE SUCH LENDER'S
APPLICABLE PERCENTAGE OF SUCH SWINGLINE LOAN OR LOANS.
EACH REVOLVING LENDER
HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES, UPON TIMELY 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