POLICIES OR
LEGAL OR REGULATORY RESTRICTIONS OR SUFFER ANY DISADVANTAGE OR BURDEN DEEMED BY
IT TO BE SIGNIFICANT) (X) TO FILE ANY CERTIFICATE OR DOCUMENT REASONABLY
REQUESTED IN WRITING BY THE BORROWER OR (Y) TO ASSIGN ITS RIGHTS AND DELEGATE
AND TRANSFER ITS OBLIGATIONS HEREUNDER TO ANOTHER OF ITS OFFICES, BRANCHES OR
AFFILIATES, IF SUCH FILING OR ASSIGNMENT WOULD REDUCE ITS CLAIMS FOR
COMPENSATION UNDER SECTION 2.14 OR ENABLE IT TO WITHDRAW ITS NOTICE PURSUANT TO
SECTION 2.15 OR WOULD REDUCE AMOUNTS PAYABLE PURSUANT TO SECTION 2.20, AS THE
CASE MAY BE, IN THE FUTURE.
THE BORROWER HEREBY AGREES TO PAY ALL REASONABLE
COSTS AND EXPENSES INCURRED BY ANY LENDER OR THE ISSUING BANK IN CONNECTION WITH
ANY SUCH FILING OR ASSIGNMENT, DELEGATION AND TRANSFER.
SECTION 2.22.
SWINGLINE LOANS.
(A)
SWINGLINE COMMITMENT.
SUBJECT TO THE
TERMS AND CONDITIONS AND RELYING UPON THE REPRESENTATIONS AND WARRANTIES HEREIN
SET FORTH, THE SWINGLINE LENDER AGREES TO MAKE LOANS TO THE BORROWER AT ANY TIME
AND FROM TIME TO TIME ON AND AFTER THE CLOSING DATE AND UNTIL THE EARLIER OF THE
REVOLVING CREDIT MATURITY DATE AND THE TERMINATION OF THE REVOLVING CREDIT
COMMITMENTS IN ACCORDANCE WITH THE TERMS HEREOF, IN AN AGGREGATE PRINCIPAL
AMOUNT AT ANY TIME OUTSTANDING THAT WILL NOT RESULT IN (I) THE AGGREGATE
PRINCIPAL AMOUNT OF ALL SWINGLINE LOANS EXCEEDING $10,000,000 IN THE AGGREGATE
OR (II) THE AGGREGATE REVOLVING CREDIT EXPOSURE, AFTER GIVING EFFECT TO ANY
SWINGLINE LOAN, EXCEEDING THE TOTAL REVOLVING CREDIT COMMITMENT.
EACH SWINGLINE
LOAN SHALL BE IN A PRINCIPAL AMOUNT THAT IS AN INTEGRAL MULTIPLE OF $250,000.
THE SWINGLINE COMMITMENT MAY BE TERMINATED OR REDUCED FROM TIME TO TIME AS
PROVIDED HEREIN.
WITHIN THE FOREGOING LIMITS, THE BORROWER MAY BORROW, PAY OR
PREPAY AND REBORROW SWINGLINE LOANS HEREUNDER, SUBJECT TO THE TERMS, CONDITIONS
AND LIMITATIONS SET FORTH HEREIN.
(B)
SWINGLINE LOANS.
THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT BY
FAX, OR BY TELEPHONE (CONFIRMED BY FAX), NOT LATER THAN 12:00 NOON, NEW YORK
CITY TIME, ON THE DAY OF A PROPOSED SWINGLINE LOAN.
SUCH NOTICE SHALL BE
DELIVERED ON A BUSINESS DAY, SHALL BE IRREVOCABLE AND SHALL REFER TO THIS
AGREEMENT AND SHALL SPECIFY THE REQUESTED DATE (WHICH SHALL BE A BUSINESS DAY)
AND AMOUNT OF SUCH SWINGLINE LOAN.
THE ADMINISTRATIVE AGENT WILL PROMPTLY
ADVISE THE SWINGLINE LENDER OF ANY NOTICE RECEIVED FROM THE BORROWER PURSUANT TO
THIS PARAGRAPH (B).
THE SWINGLINE LENDER SHALL MAKE EACH SWINGLINE LOAN
AVAILABLE TO THE BORROWER BY MEANS OF A CREDIT TO AN ACCOUNT IN THE NAME OF THE
BORROWER AS DESIGNATED BY THE BORROWER IN SUCH NOTICE BY 3:00 P.M., NEW YORK
CITY TIME, ON THE DATE SUCH SWINGLINE LOAN IS SO REQUESTED.
(C)
PREPAYMENT.
THE BORROWER SHALL HAVE THE RIGHT AT ANY TIME AND FROM TIME TO
TIME TO PREPAY ANY SWINGLINE LOAN, IN WHOLE OR IN PART, UPON GIVING WRITTEN OR
FAX NOTICE (OR TELEPHONE NOTICE PROMPTLY CONFIRMED BY WRITTEN, OR FAX NOTICE) TO
THE SWINGLINE LENDER AND TO THE ADMINISTRATIVE AGENT BEFORE 2:00 P.M., NEW YORK
CITY