BE EQUAL TO NO LESS THEN THAN THE
TOTAL EXTENDED REVOLVING CREDIT COMMITMENT; PROVIDED, HOWEVER, THAT IF, AT SUCH
TIME THAT THE EXTENDED REVOLVING CREDIT EXPOSURE EQUALS OR EXCEEDS THE TOTAL
EXTENDED REVOLVING CREDIT COMMITMENT, THE US BORROWER OR THE UK BORROWER
REQUESTS A FOREIGN CURRENCY LETTER OF CREDIT OTHERWISE PERMITTED IN ACCORDANCE
WITH SECTION 3, A PORTION OF THE OUTSTANDING
66
FOREIGN CURRENCY EXTENDED REVOLVING CREDIT LOANS SHALL BE AUTOMATICALLY DEEMED
TO BE REFINANCED AND REPLACED BY REVOLVING CREDIT LOANS UNDER THE REVOLVING
CREDIT COMMITMENT IN AN AMOUNT SUFFICIENT TO ALLOW SUCH LETTER OF CREDIT TO BE
ISSUED AT SUCH TIME UNDER THE EXTENDED REVOLVING CREDIT COMMITMENTS SO LONG AS
SUCH REFINANCING SHALL NOT RESULT IN ANY LENDER'S REVOLVING CREDIT EXPOSURE
EXCEEDING SUCH LENDER'S REVOLVING CREDIT COMMITMENT.
(III)
EACH LENDER MAY AT ITS OPTION MAKE ANY EURODOLLAR LOAN BY CAUSING ANY
DOMESTIC OR FOREIGN BRANCH OR AFFILIATE OF SUCH LENDER TO MAKE SUCH LOAN;
PROVIDED, THAT (A) ANY EXERCISE OF SUCH OPTION SHALL NOT AFFECT THE OBLIGATION
OF THE US BORROWER OR THE UK BORROWER AS THE CASE MAY BE, TO REPAY SUCH LOAN AND
(B) IN EXERCISING SUCH OPTION, SUCH LENDER SHALL USE ITS REASONABLE EFFORTS TO
MINIMIZE ANY INCREASED COSTS TO THE US BORROWER OR THE UK BORROWER AS THE CASE
MAY BE, RESULTING THEREFROM (WHICH OBLIGATION OF THE LENDER SHALL NOT REQUIRE IT
TO TAKE, OR REFRAIN FROM TAKING, ACTIONS THAT IT DETERMINES WOULD RESULT IN
INCREASED COSTS FOR WHICH IT WILL NOT BE COMPENSATED HEREUNDER OR THAT IT
DETERMINES WOULD BE OTHERWISE DISADVANTAGEOUS TO IT AND IN THE EVENT OF SUCH
REQUEST FOR COSTS FOR WHICH COMPENSATION IS PROVIDED UNDER THIS AGREEMENT, THE
PROVISIONS OF SECTION 3.5 SHALL APPLY).
ON THE REVOLVING CREDIT MATURITY DATE,
ALL REVOLVING CREDIT LOANS SHALL BE REPAID IN FULL.
ON THE EXTENDED REVOLVING
CREDIT MATURITY DATE, ALL EXTENDED REVOLVING CREDIT LOANS SHALL BE REPAID IN
FULL.
(C)
SUBJECT TO AND UPON THE TERMS AND CONDITIONS HEREIN SET FORTH, THE
SWINGLINE LENDER IN ITS INDIVIDUAL CAPACITY AGREES, AT ANY TIME AND FROM TIME TO
TIME ON AND AFTER THE FUNDING DATE AND PRIOR TO THE SWINGLINE MATURITY DATE, TO
MAKE A LOAN OR LOANS (EACH A "SWINGLINE LOAN" AND, COLLECTIVELY, THE "SWINGLINE
LOANS") TO THE US BORROWER IN DOLLARS, WHICH SWINGLINE LOANS (I) SHALL BE ABR
LOANS, (II) SHALL HAVE THE BENEFIT OF THE PROVISIONS OF SECTION 2.1(D),
(III) SHALL NOT EXCEED AT ANY TIME OUTSTANDING THE SWINGLINE COMMITMENT,
(IV) SHALL NOT, AFTER GIVING EFFECT THERETO AND TO THE APPLICATION OF THE
PROCEEDS THEREOF, RESULT AT ANY TIME IN THE AGGREGATE AMOUNT OF THE EXTENDED
REVOLVING CREDIT EXPOSURES AT SUCH TIME EXCEEDING THE TOTAL EXTENDED REVOLVING
CREDIT COMMITMENT THEN IN EFFECT AND (V) MAY BE REPAID AND REBORROWED IN
ACCORDANCE WITH THE PROVISIONS HEREOF.
ON THE SWINGLINE MATURITY DATE, EACH
OUTSTANDING SWINGLINE LOAN SHALL BE REPAID IN FULL.
THE SWINGLINE LENDER SHALL
NOT MAKE ANY SWINGLINE LOAN AFTER RECEIVING A WRITTEN NOTICE FROM THE US
BORROWER, THE UK BORROWER OR