OR OTHER DEPOSITORY
INSTITUTION IN TREATING THE PROCEEDS OF ANY SUCH LOAN OR ADVANCE AS COLLECTED
FUNDS.
(III)
ANY DELAY IN THE RECEIPT, AND/OR ANY LOSS,
OF FUNDS WHICH CONSTITUTE A LOAN OR ADVANCE UNDER THE REVOLVING CREDIT, THE WIRE
TRANSFER OF WHICH WAS PROPERLY INITIATED BY THE AGENT OR LENDERS IN ACCORDANCE
WITH WIRE INSTRUCTIONS PROVIDED TO THE ADMINISTRATIVE AGENT BY THE LEAD
BORROWER).
2.7
SWINGLINE LOANS.
(A)
FOR EASE OF ADMINISTRATION OF REVOLVING CREDIT LOANS, REVOLVING
CREDIT LOANS WHICH ARE BASE MARGIN LOANS MAY BE MADE BY THE ADMINISTRATIVE
AGENT, IN ITS CAPACITY AS THE SWINGLINE LENDER (IN THE AGGREGATE, THE "SWINGLINE
LOANS") IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THIS AGREEMENT FOR THE
MAKING OF REVOLVING CREDIT LOANS. THE UNPAID PRINCIPAL BALANCE OF THE SWINGLINE
LOANS SHALL NOT AT ANY ONE TIME BE IN EXCESS OF THE SWINGLINE LOAN CEILING
(WHICH SWINGLINE LOAN CEILING IS SUBJECT TO AMENDMENT FROM TIME TO TIME, BY
REASONABLE ADVANCE NOTICE BY THE ADMINISTRATIVE AGENT TO THE LEAD BORROWER).
(B)
THE AGGREGATE UNPAID PRINCIPAL BALANCE OF SWINGLINE LOANS SHALL BEAR
INTEREST AT THE RATE APPLICABLE TO BASE MARGIN LOANS AND SHALL BE REPAYABLE AS A
REVOLVING CREDIT LOAN UNDER THE REVOLVING CREDIT.
(C)
THE BORROWER'S OBLIGATION TO REPAY SWINGLINE LOANS MAY BE EVIDENCED
BY A NOTE IN THE FORM OF EXHIBIT 2.7 ("SWINGLINE NOTE"), EXECUTED BY THE
BORROWERS AND PAYABLE TO THE ADMINISTRATIVE AGENT.
NEITHER THE ORIGINAL NOR A
COPY OF THE SWINGLINE NOTE SHALL BE REQUIRED TO ESTABLISH OR PROVE ANY
LIABILITY.
UPON THE LEAD BORROWER BEING PROVIDED WITH AN AFFIDAVIT (WHICH
SHALL INCLUDE AN INDEMNITY REASONABLY SATISFACTORY TO THE LEAD BORROWER) FROM
THE ADMINISTRATIVE AGENT TO THE EFFECT THAT THE SWINGLINE NOTE HAS BEEN LOST,
MUTILATED, OR DESTROYED, THE BORROWERS SHALL EXECUTE AND DELIVER A REPLACEMENT
OF ANY SWINGLINE NOTE TO THE ADMINISTRATIVE AGENT.
(D)
FOR ALL PURPOSES OF THIS LOAN AGREEMENT, THE SWINGLINE LOANS AND THE
BORROWER'S OBLIGATIONS TO THE ADMINISTRATIVE AGENT CONSTITUTE REVOLVING CREDIT
LOANS AND ARE SECURED AS "LIABILITIES."
(E)
SWINGLINE LOANS MAY BE SUBJECT TO PERIODIC SETTLEMENT WITH THE
LENDERS.
2.8
THE LOAN ACCOUNT.
(A)
AN ACCOUNT ("LOAN ACCOUNT") SHALL BE OPENED ON THE BOOKS OF THE
ADMINISTRATIVE AGENT IN WHICH A RECORD SHALL BE KEPT OF ALL LOANS AND ADVANCES
MADE UNDER THE REVOLVING CREDIT.
(B)
THE ADMINISTRATIVE AGENT MAY ALSO KEEP A RECORD (EITHER IN THE LOAN
ACCOUNT OR ELSEWHERE, AS THE ADMINISTRATIVE AGENT MAY FROM TIME TO TIME ELECT)
OF ALL INTEREST, FEES,
46
SERVICE CHARGES, COSTS, EXPENSES, AND OTHER DEBITS OWED TO THE AGENT AND THE
LENDER ON ACCOUNT OF THE LIABILITIES AND OF ALL CREDITS AGAINST SUCH AMOUNTS SO
OWED.
(C)
ALL CREDITS AGAINST THE LIABILITIES SHALL BE CONDITIONAL UPON
RECEIPT OF FINAL PAYMENT TO THE ADMINISTRATIVE AGENT AND THE LENDERS OF THE
ITEMS GIVING RISE TO SUCH CREDITS.
THE AMOUNT OF ANY ITEM CREDITED AGAINST THE
LIABILITIES WHICH IS CHARGED BACK AGAINST THE AGENT OR THE LENDERS FOR ANY
REASON OR IS NOT SO PAID SHALL BE A