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.
IN LIEU OF DELIVERING
SUCH A NOTICE OF BORROWING, THE BORROWER SHALL GIVE THE ADMINISTRATIVE AGENT
IRREVOCABLE TELEPHONIC NOTICE OF ANY PROPOSED BORROWING BY 3:00 P.M. (CHARLOTTE
TIME) ON THE DAY OF THE PROPOSED BORROWING, AND SHALL CONFIRM SUCH NOTICE BY
DELIVERY OF THE NOTICE OF BORROWING BY FACSIMILE TO THE ADMINISTRATIVE AGENT
PROMPTLY, BUT IN NO EVENT LATER THAN 4:00 P.M. (CHARLOTTE TIME) ON THE SAME
DAY.
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 CHARLOTTE, NORTH
CAROLINA NOT LATER THAN 3:00 P.M. (CHARLOTTE 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 CHARLOTTE, NORTH
CAROLINA 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 OF SUCH SWING
LOAN, IF ANY, OWING TO SUCH LENDER IN ITS CAPACITY AS A SWING LOAN LENDER) AFTER
GIVING EFFECT TO ANY PREPAYMENTS AND REPAYMENTS MADE BY THE BORROWER, AND THE
BORROWER HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT TO APPLY