IS LESS THAN $7,500,000, AND
PROVIDED FURTHER THAT THE BORROWER SHALL NOT USE THE PROCEEDS OF ANY SWING LINE
LOAN TO REFINANCE ANY OUTSTANDING SWING LINE LOAN.
WITHIN THE FOREGOING LIMITS,
AND SUBJECT TO THE OTHER TERMS AND CONDITIONS HEREOF, THE BORROWER MAY BORROW
UNDER THIS SECTION 2.04, PREPAY UNDER SECTION 2.05, AND REBORROW UNDER THIS
SECTION 2.04.
EACH SWING LINE LOAN SHALL BE A BASE RATE LOAN.
IMMEDIATELY UPON
THE MAKING OF A SWING LINE LOAN, EACH REVOLVING CREDIT LENDER SHALL BE DEEMED
TO, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE FROM THE
SWING LINE LENDER A RISK PARTICIPATION IN
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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 BORROWER'S IRREVOCABLE NOTICE TO THE SWING LINE LENDER AND THE
ADMINISTRATIVE AGENT, WHICH MAY BE GIVEN BY TELEPHONE.
EACH SUCH 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 IN AN AMOUNT OF $250,000 OR AN INTEGRAL MULTIPLE OF
$100,000 IN EXCESS THEREOF, AND (II) THE REQUESTED BORROWING DATE, WHICH SHALL
BE A BUSINESS DAY.
EACH SUCH 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.
UNLESS THE SWING LINE LENDER HAS RECEIVED NOTICE (BY
TELEPHONE OR IN WRITING) FROM THE ADMINISTRATIVE AGENT (INCLUDING AT THE REQUEST
OF ANY REVOLVING CREDIT 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 PROVISO TO THE FIRST
SENTENCE OF SECTION 2.04(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 MAKE THE AMOUNT OF THE
REQUESTED SWING LINE LOAN AVAILABLE TO THE BORROWER AS DESIGNATED IN THE NOTICE
OF SWING LINE BORROWING, 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), OR IN ANY EVENT
AUTOMATICALLY UPON THE MATURITY OF EACH SWING LINE LOAN AS SET FORTH IN SECTION
2.07(C), THAT EACH OTHER REVOLVING CREDIT 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