TELEPHONIC
NOTICE MUST BE CONFIRMED PROMPTLY BY DELIVERY TO THE SWING LINE LENDER AND THE
ADMINISTRATIVE AGENT OF A WRITTEN SWING LINE LOAN NOTICE, APPROPRIATELY
COMPLETED AND SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER.
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
(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 REVOLVING 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 2.04(A), OR (B) THAT ONE
OR MORE OF THE APPLICABLE CONDITIONS SPECIFIED IN SECTION 4.03 IS NOT THEN
SATISFIED, THEN, SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE SWING LINE
LENDER WILL, NOT LATER THAN 3:00 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 IMMEDIATELY AVAILABLE FUNDS, OR SUCH OTHER LOCATION AS
THE BORROWER MAY REASONABLY DIRECT.
IN ORDER TO FACILITATE THE BORROWING OF
SWING LINE LOANS, THE BORROWER AND THE SWING LINE LENDER MAY MUTUALLY AGREE, AND
ARE HEREBY AUTHORIZED, TO ENTER INTO AN AUTOBORROW AGREEMENT PROVIDING FOR THE
AUTOMATIC ADVANCE BY THE SWING LINE LENDER OF SWING LINE LOANS UNDER THE
CONDITIONS SET FORTH IN SUCH AGREEMENT AND WITHOUT THE NECESSITY FOR ANY NOTICE
BY THE BORROWER OTHERWISE REQUIRED BY THIS SUBSECTION (B).
(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
REVOLVING LENDER MAKE A BASE RATE 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 CONDITIONS SET FORTH IN SECTION 4.03 (OTHER THAN THE DELIVERY OF A COMMITTED
LOAN NOTICE)
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AND PROVIDED THAT, AFTER GIVING EFFECT TO SUCH BORROWING, THE TOTAL REVOLVING
OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE REVOLVING COMMITMENTS.
THE SWING
LINE LENDER SHALL FURNISH THE BORROWER WITH A COPY OF THE APPLICABLE COMMITTED
LOAN