4:00 P.M. ON THE DATE OF THE PROPOSED SWINGLINE BORROWING (A) DIRECTING THE
SWINGLINE LENDER NOT TO MAKE SUCH SWINGLINE LOAN AS A RESULT OF THE LIMITATIONS
SET FORTH IN THE PROVISO TO THE FIRST SENTENCE OF SECTION 2.03(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 SWINGLINE
LENDER WILL, NOT LATER THAN 4:00 P.M. ON THE BORROWING DATE SPECIFIED IN SUCH
SWINGLINE LOAN NOTICE, MAKE THE AMOUNT OF ITS SWINGLINE LOAN AVAILABLE TO THE
APPLICABLE BORROWER AT ITS OFFICE BY WIRE TRANSFER TO THE ACCOUNT SPECIFIED BY
THE APPLICABLE BORROWER.
(C)
REFINANCING OF SWINGLINE LOANS.
(I)
THE SWINGLINE LENDER, AT ANY TIME IN ITS SOLE AND ABSOLUTE
DISCRETION, MAY REQUEST, ON BEHALF OF THE BORROWERS (EACH OF WHICH HEREBY
IRREVOCABLY AUTHORIZES THE SWINGLINE LENDER TO SO REQUEST ON ITS BEHALF), THAT
EACH LENDER MAKE A BASE RATE LOAN OR FIXED PERIOD EURODOLLAR LOAN, AS
APPLICABLE, IN AN AMOUNT EQUAL TO SUCH LENDER'S APPLICABLE PERCENTAGE OF THE
AMOUNT OF SWINGLINE LOANS THEN OUTSTANDING.
SUCH REQUEST SHALL BE MADE IN
WRITING (WHICH WRITTEN REQUEST SHALL BE DEEMED TO BE A REVOLVING 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 OR FIXED PERIOD EURODOLLAR LOANS, BUT SUBJECT TO THE
UNUTILIZED PORTION OF THE AGGREGATE COMMITMENTS AND THE CONDITIONS SET FORTH IN
SECTION 4.02.
THE SWINGLINE LENDER SHALL FURNISH THE APPLICABLE BORROWER WITH A
COPY OF THE APPLICABLE REVOLVING 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 REVOLVING LOAN NOTICE
AVAILABLE TO THE ADMINISTRATIVE AGENT IN IMMEDIATELY AVAILABLE FUNDS FOR THE
ACCOUNT OF THE SWINGLINE LENDER AT THE ADMINISTRATIVE AGENT'S OFFICE NOT LATER
THAN 1:00 P.M. ON THE DAY SPECIFIED IN SUCH REVOLVING LOAN NOTICE, WHEREUPON,
SUBJECT TO SECTION 2.03(C)(II), EACH LENDER THAT SO MAKES FUNDS AVAILABLE SHALL
BE DEEMED TO HAVE MADE A BASE RATE LOAN OR FIXED PERIOD EURODOLLAR LOAN, AS
APPLICABLE, TO THE APPLICABLE BORROWER IN SUCH AMOUNT.
THE ADMINISTRATIVE AGENT
SHALL REMIT THE FUNDS SO RECEIVED TO THE SWINGLINE LENDER.
(II)
IF FOR ANY REASON ANY SWINGLINE LOAN CANNOT BE REFINANCED BY SUCH
A REVOLVING LOAN IN ACCORDANCE WITH SECTION 2.03(C)(I), THE REQUEST FOR BASE
RATE LOANS OR FIXED PERIOD EURODOLLAR LOANS, AS APPLICABLE, SUBMITTED BY THE
SWINGLINE LENDER AS SET FORTH HEREIN SHALL BE DEEMED TO BE A REQUEST BY THE
SWINGLINE LENDER THAT EACH OF THE LENDERS FUND ITS RISK PARTICIPATION IN THE
RELEVANT SWINGLINE LOAN AND EACH LENDER'S PAYMENT TO THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF THE SWINGLINE LENDER PURSUANT TO SECTION 2.03(C)(I) SHALL BE
DEEMED PAYMENT IN RESPECT OF SUCH PARTICIPATION.
(III)
IF ANY LENDER FAILS TO MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF THE SWINGLINE LENDER ANY AMOUNT