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 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
SECTION 4.02 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.
(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 CREDIT LENDER MAKE A BASE RATE LOAN
IN AN AMOUNT EQUAL TO SUCH LENDER'S PRO RATA SHARE 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 REVOLVING CREDIT
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
REVOLVING CREDIT LENDER SHALL MAKE AN AMOUNT EQUAL TO ITS PRO RATA SHARE OF THE
AMOUNT SPECIFIED IN SUCH COMMITTED LOAN NOTICE AVAILABLE TO THE ADMINISTRATIVE
AGENT IN IMMEDIATELY AVAILABLE FUNDS FOR THE ACCOUNT OF THE SWING LINE LENDER AT
THE ADMINISTRATIVE AGENT'S OFFICE NOT LATER THAN 1:00 P.M. ON THE DAY SPECIFIED
IN SUCH COMMITTED LOAN NOTICE, WHEREUPON, SUBJECT TO SECTION 2.04(C)(II), EACH
REVOLVING CREDIT LENDER THAT SO MAKES FUNDS AVAILABLE SHALL BE DEEMED TO HAVE
MADE A BASE RATE LOAN TO THE BORROWER IN SUCH AMOUNT.
THE ADMINISTRATIVE AGENT
SHALL REMIT THE FUNDS SO RECEIVED TO THE SWING LINE LENDER AND THE SWING LINE
LENDER SHALL APPLY SUCH FUNDS IN REPAYMENT OF THE SWING LINE LOAN.
(II)
IF FOR ANY REASON ANY SWING LINE LOAN CANNOT BE REFINANCED BY
SUCH A REVOLVING CREDIT BORROWING IN ACCORDANCE WITH SECTION 2.04(C)(I), THE
REQUEST FOR BASE RATE LOANS SUBMITTED BY THE