TO, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES TO, PURCHASE FROM THE SWING LINE LENDER A RISK PARTICIPATION IN SUCH
SWING LINE LOAN IN AN AMOUNT EQUAL TO THE PRODUCT OF SUCH REVOLVING CREDIT
LENDER'S APPLICABLE REVOLVING CREDIT PERCENTAGE TIMES THE AMOUNT OF SUCH SWING
LINE LOAN.
(B)
BORROWING PROCEDURES.
EACH SWING LINE BORROWING SHALL BE MADE
UPON THE BORROWER'S IRREVOCABLE NOTICE TO THE SWING LINE LENDER AND THE
ADMINISTRATIVE
48
AGENT, WHICH MAY BE GIVEN BY TELEPHONE.
EACH SUCH NOTICE MUST BE RECEIVED BY
THE SWING LINE LENDER AND THE ADMINISTRATIVE AGENT NOT LATER THAN 2:00 P.M. ON
THE REQUESTED BORROWING DATE, AND SHALL SPECIFY (I) THE AMOUNT TO BE BORROWED,
WHICH SHALL BE A MINIMUM OF $100,000, AND (II) THE REQUESTED BORROWING DATE,
WHICH SHALL BE A BUSINESS DAY.
EACH SUCH TELEPHONIC NOTICE MUST BE CONFIRMED
PROMPTLY BY DELIVERY TO THE SWING LINE LENDER AND THE ADMINISTRATIVE AGENT OF A
WRITTEN SWING LINE LOAN NOTICE, APPROPRIATELY COMPLETED AND SIGNED BY A
RESPONSIBLE OFFICER OF THE BORROWER.
PROMPTLY AFTER RECEIPT BY THE SWING LINE
LENDER OF ANY TELEPHONIC SWING LINE LOAN NOTICE, THE SWING LINE LENDER WILL
CONFIRM WITH THE ADMINISTRATIVE AGENT (BY TELEPHONE OR IN 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 3:00 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 FIRST
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 WILL, NOT
LATER THAN 4:00 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 APPLICABLE REVOLVING CREDIT 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 BASE