BE DISADVANTAGEOUS TO SUCH LENDER.
(B)
REPLACEMENT OF LENDERS.
IF ANY LENDER REQUESTS COMPENSATION
UNDER SECTION 2.12, OR IF A BORROWER IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO
ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT
TO SECTION 2.15, OR IF ANY LENDER DEFAULTS IN ITS OBLIGATION TO FUND LOANS
HEREUNDER, OR IF A BORROWER EXERCISES ITS REPLACEMENT RIGHTS UNDER
SECTION 10.02(D), THEN THE RELEVANT BORROWER MAY, AT ITS SOLE EXPENSE AND
EFFORT, UPON NOTICE TO SUCH LENDER AND THE ADMINISTRATIVE AGENT, REQUIRE SUCH
LENDER TO ASSIGN AND DELEGATE, WITHOUT RECOURSE (IN ACCORDANCE WITH AND SUBJECT
TO THE RESTRICTIONS CONTAINED IN, AND CONSENTS REQUIRED BY, SECTION 10.04), ALL
OF ITS INTERESTS,
49
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO AN
ELIGIBLE ASSIGNEE THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE
ANOTHER LENDER, IF A LENDER ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT:
(I)
THE RELEVANT BORROWER SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT THE
PROCESSING AND RECORDATION FEE SPECIFIED IN SECTION 10.04(B);
(II)
SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE
OUTSTANDING PRINCIPAL OF ITS LOANS AND PARTICIPATIONS IN LC DISBURSEMENTS AND
SWINGLINE LOANS, ACCRUED INTEREST THEREON, ACCRUED FEES AND ALL OTHER AMOUNTS
PAYABLE TO IT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS (INCLUDING ANY
AMOUNTS UNDER SECTION 2.13), FROM THE ASSIGNEE (TO THE EXTENT OF SUCH
OUTSTANDING PRINCIPAL AND ACCRUED INTEREST AND FEES) OR A BORROWER (IN THE CASE
OF ALL OTHER AMOUNTS);
(III)
IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR
COMPENSATION UNDER SECTION 2.12 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO
SECTION 2.15, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR
PAYMENTS THEREAFTER; AND
(IV)
SUCH ASSIGNMENT DOES NOT CONFLICT WITH APPLICABLE REQUIREMENTS OF LAW.
A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling a Borrower to require such assignment and delegation
cease to apply.
SECTION 2.17
Swingline Loans.
A.
Cayman Swingline Loans
(A)
CAYMAN SWINGLINE COMMITMENT.
SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH HEREIN, THE SWINGLINE LENDER AGREES TO MAKE CAYMAN SWINGLINE LOANS TO
THE CAYMAN BORROWER FROM TIME TO TIME DURING THE REVOLVING AVAILABILITY PERIOD,
IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING THAT WILL NOT RESULT IN
(I) THE AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING CAYMAN SWINGLINE LOANS
EXCEEDING $5.0 MILLION LESS THE AGGREGATE PRINCIPAL AMOUNT OF US SWINGLINE LOANS
THEN OUTSTANDING OR (II) THE SUM OF THE TOTAL REVOLVING EXPOSURES EXCEEDING THE
TOTAL REVOLVING COMMITMENTS; PROVIDED THAT THE CAYMAN SWINGLINE LENDER SHALL NOT
BE REQUIRED TO MAKE A CAYMAN SWINGLINE LOAN TO REFINANCE AN OUTSTANDING
SWINGLINE LOAN.
WITHIN THE FOREGOING LIMITS AND SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, THE CAYMAN BORROWER MAY BORROW, REPAY AND REBORROW
SWINGLINE LOANS.
(B)
CAYMAN SWINGLINE LOANS.
TO REQUEST A CAYMAN SWINGLINE LOAN, THE
CAYMAN BORROWER SHALL DELIVER, BY HAND