$50,000 AND
(Y) ALL INTEREST ON THE SWING LOANS MADE BY THE SWING LOAN LENDER SHALL BE
PAYABLE TO THE SWING LOAN LENDER SOLELY FOR ITS OWN ACCOUNT.
THE SWING LOAN
LENDER SHALL NOT MAKE ANY SWING LOAN THAT, AFTER GIVING EFFECT THERETO, WOULD
RESULT IN THE REVOLVING CREDIT OBLIGATIONS BEING IN EXCESS OF THE MAXIMUM
REVOLVING CREDIT AMOUNT.
(B)
NOTICE OF BORROWING.
WHEN THE BORROWER DESIRES TO BORROW UNDER
THIS SECTION 2.03, IT SHALL DELIVER TO THE ADMINISTRATIVE AGENT AN IRREVOCABLE
NOTICE OF BORROWING, SIGNED BY IT, NO LATER THAN 1:00 P.M. (NEW YORK CITY TIME)
ON THE DAY OF THE PROPOSED BORROWING OF A SWING LOAN.
SUCH NOTICE OF BORROWING
SHALL SPECIFY (I) THE DATE OF THE PROPOSED BORROWING (WHICH SHALL BE A BUSINESS
DAY), (II) THE AMOUNT OF THE PROPOSED BORROWING AND (III) INSTRUCTIONS FOR THE
DISBURSEMENT OF THE PROCEEDS OF THE PROPOSED BORROWING.
ALL SWING LOANS SHALL
BE BASE RATE LOANS.
(C)
MAKING OF SWING LOANS.
THE SWING LOAN LENDER SHALL DEPOSIT THE
AMOUNT IT INTENDS TO FUND, IF ANY, IN RESPECT OF THE SWING LOANS REQUESTED BY
THE BORROWER WITH THE ADMINISTRATIVE AGENT AT ITS OFFICE IN NEW YORK, NEW YORK
NOT LATER THAN 2:00 P.M. (NEW YORK CITY TIME) IN IMMEDIATELY AVAILABLE FUNDS ON
THE DATE OF THE PROPOSED BORROWING APPLICABLE THERETO.
THE SWING LOAN LENDER
SHALL NOT MAKE ANY SWING LOAN DURING THE PERIOD COMMENCING ON THE FIRST BUSINESS
DAY AFTER IT RECEIVES WRITTEN NOTICE FROM THE REQUISITE LENDERS THAT ONE OR MORE
OF THE CONDITIONS PRECEDENT CONTAINED IN SECTION 5.02 SHALL NOT ON SUCH DATE BE
SATISFIED, AND ENDING WHEN SUCH CONDITIONS ARE SATISFIED, AND THE SWING LOAN
LENDER SHALL NOT OTHERWISE BE REQUIRED TO DETERMINE THAT, OR TAKE NOTICE
WHETHER, THE CONDITIONS PRECEDENT SET FORTH IN SECTION 5.02 HEREOF HAVE BEEN
SATISFIED IN CONNECTION WITH THE MAKING OF ANY SWING LOAN.
SUBJECT TO THE
PRECEDING SENTENCE, THE ADMINISTRATIVE AGENT SHALL MAKE SUCH PROCEEDS AVAILABLE
TO THE BORROWER AT THE ADMINISTRATIVE AGENT'S OFFICE IN NEW YORK, NEW YORK ON
THE DATE OF THE PROPOSED BORROWING AND SHALL DISBURSE SUCH PROCEEDS TO THE
BORROWER IN ACCORDANCE WITH THE BORROWER'S DISBURSEMENT INSTRUCTIONS SET FORTH
IN THE APPLICABLE NOTICE OF BORROWING.
(D)
REPAYMENT OF SWING LOANS.
THE BORROWER SHALL REPAY THE
OUTSTANDING SWING LOANS OWING TO THE SWING LOAN LENDER (I) UPON DEMAND BY THE
SWING LOAN LENDER AND (II) ON THE REVOLVING LOAN COMMITMENT TERMINATION DATE.
IN THE EVENT THAT THE BORROWER FAILS TO REPAY ANY SWING LOANS, TOGETHER WITH
INTEREST THEREON, AS SET FORTH IN THE FIRST SENTENCE OF THIS PARAGRAPH, THEN,
UPON THE REQUEST OF THE SWING LOAN LENDER, EACH LENDER SHALL MAKE REVOLVING
LOANS TO THE BORROWER (IRRESPECTIVE OF THE SATISFACTION OF THE CONDITIONS IN
SECTION 5.02 OR THE REQUIREMENT TO DELIVER A NOTICE OF BORROWING IN SECTION
2.01(B), WHICH CONDITIONS AND REQUIREMENT SUCH LENDERS IRREVOCABLY WAIVE) IN AN
AMOUNT EQUAL TO SUCH LENDER'S PRO RATA SHARE OF THE AGGREGATE AMOUNT OF THE
SWING LOANS THEN OUTSTANDING (NET OF THAT PORTION