INCREASED COSTS TO THE BORROWER 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 2.10 SHALL APPLY).
(E)
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 CLOSING DATE AND PRIOR TO THE SWINGLINE MATURITY DATE, TO
MAKE A LOAN OR LOANS (EACH, A "SWINGLINE LOAN") TO THE BORROWER, WHICH SWINGLINE
LOANS (A) SHALL BE ABR LOANS, (B) SHALL HAVE THE BENEFIT OF THE PROVISIONS OF
SECTION 2.1(F), (C) SHALL NOT EXCEED AT ANY TIME OUTSTANDING THE SWINGLINE
COMMITMENT, (D) SHALL NOT, AFTER GIVING EFFECT THERETO AND TO THE APPLICATION OF
THE PROCEEDS THEREOF, RESULT AT ANY TIME IN THE AGGREGATE AMOUNT OF ALL LENDERS'
REVOLVING CREDIT EXPOSURES PLUS THE AGGREGATE PRINCIPAL AMOUNT OUTSTANDING OF
ALL SWINGLINE LOANS AT SUCH TIME EXCEEDING THE TOTAL REVOLVING CREDIT COMMITMENT
THEN IN EFFECT AND (E) MAY BE REPAID AND REBORROWED IN ACCORDANCE WITH THE
PROVISIONS HEREOF.
ON THE SWINGLINE MATURITY DATE, ALL OUTSTANDING SWINGLINE
LOANS SHALL BE REPAID IN FULL.
THE SWINGLINE LENDER SHALL NOT MAKE ANY
SWINGLINE LOAN AFTER RECEIVING A WRITTEN NOTICE FROM THE BORROWER OR ANY LENDER
STATING THAT A DEFAULT OR AN EVENT OF DEFAULT EXISTS AND IS CONTINUING UNTIL
SUCH TIME AS THE SWINGLINE LENDER SHALL HAVE RECEIVED WRITTEN NOTICE OF
(X) RESCISSION OF ALL SUCH NOTICES FROM THE PARTY OR PARTIES ORIGINALLY
DELIVERING SUCH NOTICE OR (Y) THE WAIVER OF SUCH DEFAULT OR EVENT OF DEFAULT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 13.1.
ANY SWINGLINE LOAN OUTSTANDING
UNDER THE ORIGINAL CREDIT AGREEMENT ON THE EFFECTIVE DATE SHALL CONTINUE TO BE
OUTSTANDING AND BE DEEMED TO BE SWINGLINE LOANS MADE HEREUNDER, SUBJECT TO THE
TERMS AND CONDITIONS HEREUNDER.
(F)
ON ANY BUSINESS DAY, THE SWINGLINE LENDER MAY, IN ITS SOLE
DISCRETION, GIVE NOTICE TO THE LENDERS WITH REVOLVING CREDIT COMMITMENTS, WITH A
COPY TO THE BORROWER, THAT ALL THEN-OUTSTANDING SWINGLINE LOANS SHALL BE FUNDED
WITH A BORROWING OF REVOLVING CREDIT LOANS, IN WHICH CASE
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REVOLVING CREDIT LOANS CONSTITUTING ABR LOANS (EACH SUCH BORROWING, A "MANDATORY
BORROWING") SHALL BE MADE ON THE IMMEDIATELY SUCCEEDING BUSINESS DAY BY ALL
LENDERS WITH REVOLVING CREDIT COMMITMENTS PRO RATA BASED ON EACH SUCH LENDER'S
REVOLVING CREDIT COMMITMENT PERCENTAGE (REGARDLESS OF THE CLASS OF REVOLVING
CREDIT COMMITMENTS HELD BY SUCH LENDER), AND THE PROCEEDS THEREOF SHALL BE
APPLIED DIRECTLY TO THE SWINGLINE LENDER TO REPAY THE SWINGLINE LENDER FOR SUCH
OUTSTANDING SWINGLINE LOANS.
EACH LENDER WITH A REVOLVING CREDIT COMMITMENT
HEREBY IRREVOCABLY AGREES TO MAKE SUCH REVOLVING CREDIT LOANS UPON ONE BUSINESS
DAY'S NOTICE PURSUANT TO EACH MANDATORY BORROWING IN THE AMOUNT AND