BE DEEMED TO, AND HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREES TO, PURCHASE FROM THE SWINGLINE LENDER A RISK
PARTICIPATION IN SUCH SWINGLINE LOAN IN AN AMOUNT EQUAL TO THE PRODUCT OF SUCH
LENDER'S APPLICABLE PERCENTAGE TIMES THE AMOUNT OF SUCH SWINGLINE LOAN.
NOTWITHSTANDING THE FOREGOING AND SUBJECT TO SUBSECTION (C) BELOW, NO LENDER
HEREUNDER, OTHER THAN THE SWINGLINE LENDER, SHALL BE REQUIRED TO MAKE A DAILY
FLOATING EURODOLLAR LOAN.
(B)
BORROWING PROCEDURES. EACH SWINGLINE
BORROWING SHALL BE MADE UPON THE APPLICABLE BORROWER'S IRREVOCABLE NOTICE TO THE
SWINGLINE LENDER AND THE ADMINISTRATIVE AGENT, WHICH MAY BE GIVEN BY TELEPHONE.
EACH SUCH NOTICE MUST BE RECEIVED BY THE SWINGLINE LENDER AND THE ADMINISTRATIVE
AGENT NOT LATER THAN 3:00 P.M. ON THE REQUESTED BORROWING DATE, AND SHALL
SPECIFY (I) THE AMOUNT TO BE BORROWED, WHICH SHALL BE A MINIMUM OF $1,000,000,
AND (II) THE REQUESTED BORROWING DATE, WHICH SHALL BE A BUSINESS DAY. EACH SUCH
TELEPHONIC NOTICE MUST BE CONFIRMED PROMPTLY BY DELIVERY TO THE SWINGLINE LENDER
AND THE ADMINISTRATIVE AGENT OF A WRITTEN SWINGLINE LOAN NOTICE, WHICH SHALL
SPECIFY (I) THE REQUESTED DATE OF THE SWINGLINE BORROWING, (II) THE PRINCIPAL
AMOUNT OF SWINGLINE LOAN, (III) THE TENOR OF THE SWINGLINE LOAN TO BE BORROWED
AND (IV) THE DURATION WITH RESPECT THERETO. PROMPTLY AFTER RECEIPT BY THE
SWINGLINE LENDER OF ANY TELEPHONIC SWINGLINE LOAN NOTICE, THE SWINGLINE LENDER
WILL CONFIRM WITH THE ADMINISTRATIVE AGENT (BY TELEPHONE OR IN WRITING) THAT THE
ADMINISTRATIVE AGENT HAS ALSO RECEIVED SUCH SWINGLINE LOAN NOTICE AND, IF NOT,
THE SWINGLINE LENDER WILL NOTIFY THE ADMINISTRATIVE AGENT (BY TELEPHONE OR IN
WRITING) OF THE CONTENTS THEREOF. UNLESS THE SWINGLINE LENDER HAS RECEIVED
NOTICE (BY TELEPHONE OR IN WRITING) FROM THE ADMINISTRATIVE AGENT (INCLUDING AT
THE REQUEST OF ANY LENDER) PRIOR TO 4:00 P.M. ON THE DATE OF THE PROPOSED
SWINGLINE BORROWING (A) DIRECTING THE SWINGLINE LENDER NOT TO MAKE SUCH
SWINGLINE LOAN AS A RESULT OF THE LIMITATIONS SET FORTH IN THE PROVISO TO THE
FIRST SENTENCE OF SECTION 2.03(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 SWINGLINE LENDER WILL, NOT LATER THAN 4:00 P.M.
ON THE BORROWING DATE SPECIFIED IN SUCH SWINGLINE LOAN NOTICE, MAKE THE AMOUNT
OF ITS SWINGLINE LOAN AVAILABLE TO THE APPLICABLE BORROWER AT ITS OFFICE BY WIRE
TRANSFER TO THE ACCOUNT SPECIFIED BY THE APPLICABLE BORROWER.
(C)
REFINANCING OF SWINGLINE LOANS.
(I)
THE SWINGLINE LENDER, AT ANY TIME IN ITS
SOLE AND ABSOLUTE DISCRETION, MAY REQUEST, ON BEHALF OF THE BORROWERS (WHICH
HEREBY IRREVOCABLY AUTHORIZES THE SWINGLINE LENDER TO SO REQUEST ON ITS BEHALF),
THAT EACH LENDER MAKE A BASE RATE LOAN OR FIXED PERIOD EURODOLLAR LOAN, AS
APPLICABLE, IN AN AMOUNT EQUAL TO SUCH LENDER'S APPLICABLE PERCENTAGE OF THE
AMOUNT OF SWINGLINE LOANS THEN OUTSTANDING. SUCH REQUEST SHALL BE MADE IN
WRITING (WHICH WRITTEN REQUEST SHALL BE DEEMED TO BE A REVOLVING LOAN NOTICE FOR
PURPOSES HEREOF) AND IN ACCORDANCE WITH THE REQUIREMENTS OF