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
(BY TELEPHONE OR IN WRITING) 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 1:00 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
PROVISO TO THE FIRST SENTENCE OF SECTION 2.05(A), OR (B) THAT ONE OR MORE OF THE
APPLICABLE CONDITIONS SPECIFIED IN ARTICLE IV IS NOT THEN SATISFIED, THEN,
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE SWING LINE LENDER WILL, NOT
LATER THAN 2:00 P.M. ON THE BORROWING DATE SPECIFIED IN SUCH SWING LINE LOAN
NOTICE, MAKE THE AMOUNT OF ITS SWING LINE LOAN AVAILABLE TO THE BORROWER AT ITS
OFFICE BY CREDITING THE ACCOUNT OF THE BORROWER ON THE BOOKS OF THE SWING LINE
LENDER IN SAME DAY FUNDS.
(C)
REFINANCING OF SWING LINE LOANS.
(I)
THE SWING LINE LENDER AT ANY TIME IN ITS SOLE AND ABSOLUTE
DISCRETION MAY REQUEST, ON BEHALF OF THE BORROWER (WHICH HEREBY IRREVOCABLY
AUTHORIZES THE SWING LINE LENDER TO SO REQUEST ON ITS BEHALF), THAT EACH LENDER
MAKE A BASE RATE COMMITTED LOAN IN AN AMOUNT EQUAL TO SUCH LENDER'S APPLICABLE
PERCENTAGE OF THE AMOUNT OF SWING LINE LOANS THEN OUTSTANDING.
SUCH REQUEST
SHALL BE MADE IN WRITING (WHICH WRITTEN REQUEST SHALL BE DEEMED TO BE A
COMMITTED LOAN NOTICE FOR PURPOSES HEREOF) AND IN ACCORDANCE WITH THE
REQUIREMENTS OF SECTION 2.02, WITHOUT REGARD TO THE MINIMUM AND MULTIPLES
SPECIFIED THEREIN FOR THE PRINCIPAL AMOUNT OF BASE RATE LOANS, BUT SUBJECT TO
THE UNUTILIZED PORTION OF THE AGGREGATE COMMITMENTS AND THE CONDITIONS SET FORTH
IN SECTION 4.02.
THE SWING LINE LENDER SHALL FURNISH THE BORROWER WITH A COPY
OF THE APPLICABLE COMMITTED LOAN NOTICE PROMPTLY AFTER DELIVERING SUCH NOTICE TO
THE ADMINISTRATIVE AGENT.
EACH LENDER SHALL MAKE AN AMOUNT EQUAL TO ITS
APPLICABLE PERCENTAGE OF THE AMOUNT SPECIFIED IN SUCH COMMITTED LOAN NOTICE
AVAILABLE TO THE ADMINISTRATIVE AGENT IN SAME DAY FUNDS FOR THE ACCOUNT OF THE
SWING LINE LENDER AT THE ADMINISTRATIVE AGENT'S OFFICE FOR DOLLAR-DENOMINATED
PAYMENTS NOT LATER THAN 12:00 NOON ON THE DAY SPECIFIED IN SUCH COMMITTED LOAN
NOTICE, WHEREUPON, SUBJECT TO SECTION 2.05(C)(II), EACH LENDER THAT SO MAKES
FUNDS AVAILABLE SHALL BE DEEMED TO HAVE MADE A BASE RATE COMMITTED LOAN TO THE
BORROWER IN SUCH AMOUNT.
THE ADMINISTRATIVE AGENT SHALL REMIT THE FUNDS SO
RECEIVED TO THE SWING LINE LENDER.
(II)
IF FOR ANY REASON ANY SWING LINE LOAN CANNOT BE REFINANCED BY
SUCH A COMMITTED BORROWING IN ACCORDANCE WITH SECTION 2.05(C)(I), THE REQUEST
FOR BASE RATE
COMMITTED LOANS SUBMITTED BY THE SWING LINE LENDER AS SET FORTH HEREIN SHALL BE
DEEMED TO BE A REQUEST BY