THE REQUIRED LENDERS 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 MAY, IN ITS DISCRETION, 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 BORROWERS AT ITS OFFICE BY CREDITING THE ACCOUNT OF THE
LEAD 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 BORROWERS (WHICH
HEREBY IRREVOCABLY AUTHORIZE THE SWING LINE LENDER TO SO REQUEST ON THEIR
BEHALF), THAT EACH LENDER MAKE A PRIME 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 PRIME RATE LOANS, BUT
SUBJECT TO THE UNUTILIZED PORTION OF THE AGGREGATE COMMITMENTS AND THE
CONDITIONS SET FORTH IN SECTION 4.02.
THE SWING LINE LENDER SHALL FURNISH THE
LEAD BORROWER WITH A COPY OF THE APPLICABLE COMMITTED 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
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 LENDER THAT SO
MAKES FUNDS AVAILABLE SHALL BE DEEMED TO HAVE MADE A PRIME RATE LOAN TO THE
BORROWERS IN SUCH AMOUNT.
THE ADMINISTRATIVE AGENT SHALL REMIT THE FUNDS SO
RECEIVED TO THE SWING LINE LENDER.
(II)
IF FOR ANY REASON ANY SWING LINE LOAN
CANNOT BE REFINANCED BY SUCH A COMMITTED BORROWING IN ACCORDANCE WITH
SECTION 2.04(C)(I), THE REQUEST FOR PRIME RATE LOANS SUBMITTED BY THE SWING LINE
LENDER AS SET FORTH HEREIN SHALL BE DEEMED TO BE A REQUEST BY THE SWING LINE
LENDER THAT EACH OF THE LENDERS FUND ITS RISK PARTICIPATION IN THE RELEVANT
SWING LINE LOAN AND EACH LENDER'S PAYMENT TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE SWING LINE LENDER PURSUANT TO SECTION 2.04(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