U.S. DOLLAR EQUIVALENT OF THE AGGREGATE
PRINCIPAL AMOUNT OF OUTSTANDING SWINGLINE LOANS EXCEEDING $5,000,000, (II) THE
U.S. REVOLVING EXPOSURE EXCEEDING THE DOMESTIC BORROWING BASE THEN IN EFFECT,
(III) THE CANADIAN REVOLVING EXPOSURE EXCEEDING THE LESSER OF (A) THE AGGREGATE
CANADIAN REVOLVING SUB-COMMITMENTS AND (B) THE CANADIAN BORROWING BASE THEN IN
EFFECT OR (IV) THE AGGREGATE REVOLVING EXPOSURE EXCEEDING THE LESSER OF (A) THE
AGGREGATE REVOLVING COMMITMENTS AND (B) AN AMOUNT EQUAL TO (X) THE TOTAL
BORROWING BASE THEN IN EFFECT MINUS (Y) THE AVAILABILITY BLOCK, PROVIDED THAT
THE SWINGLINE LENDER SHALL NOT BE REQUIRED TO MAKE A SWINGLINE LOAN TO REFINANCE
AN OUTSTANDING SWINGLINE LOAN.
WITHIN THE FOREGOING LIMITS AND SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH HEREIN, THE PARENT BORROWER MAY BORROW, PREPAY
AND REBORROW SWINGLINE LOANS.
ALL SWINGLINE LOANS OUTSTANDING UNDER THE
ORIGINAL CREDIT AGREEMENT ON THE RESTATEMENT EFFECTIVE DATE SHALL REMAIN
OUTSTANDING HEREUNDER ON THE TERMS SET FORTH HEREIN.
(B)
TO REQUEST A SWINGLINE LOAN, THE APPLICABLE BORROWER SHALL NOTIFY THE
ADMINISTRATIVE AGENT OF SUCH REQUEST BY TELEPHONE (CONFIRMED BY FACSIMILE) NOT
LATER THAN 12:00 NOON, LOCAL TIME, ON THE DAY OF A PROPOSED SWINGLINE LOAN.
EACH SUCH TELEPHONIC REQUEST SHALL BE IRREVOCABLE AND SHALL SPECIFY THE
REQUESTED DATE (WHICH SHALL BE A BUSINESS DAY) AND AMOUNT OF THE REQUESTED
SWINGLINE LOAN.
THE ADMINISTRATIVE AGENT WILL PROMPTLY ADVISE THE SWINGLINE
LENDER OF ANY SUCH REQUEST RECEIVED FROM THE APPLICABLE BORROWER.
THE SWINGLINE
LENDER SHALL MAKE EACH SWINGLINE LOAN AVAILABLE TO THE APPLICABLE BORROWER BY
MEANS OF A CREDIT TO THE APPLICABLE FUNDING ACCOUNT (OR, IN THE CASE OF A
SWINGLINE LOAN MADE TO FINANCE THE REIMBURSEMENT OF AN L/C DISBURSEMENT AS
PROVIDED IN SECTION 2.05(E), BY REMITTANCE TO THE ISSUING BANK OR, TO THE EXTENT
THAT THE REVOLVING LENDERS HAVE MADE PAYMENTS PURSUANT TO SECTION 2.05(E) TO
REIMBURSE THE ISSUING BANK, TO SUCH LENDERS AND THE ISSUING BANK AS THEIR
INTERESTS MAY APPEAR, OR, IN THE CASE OF REPAYMENT OF ANOTHER LOAN OR FEES OR
EXPENSES AS PROVIDED BY SECTION 2.18(C), BY REMITTANCE TO THE ADMINISTRATIVE
AGENT TO BE DISTRIBUTED TO THE LENDERS) BY 3:00 P.M., LOCAL TIME, ON THE
REQUESTED DATE OF SUCH SWINGLINE LOAN.
(C)
THE SWINGLINE LENDER MAY BY WRITTEN NOTICE GIVEN TO THE ADMINISTRATIVE
AGENT NOT LATER THAN 12:00 NOON, LOCAL TIME, ON ANY BUSINESS DAY, REQUIRE THE
REVOLVING LENDERS TO ACQUIRE PARTICIPATIONS ON SUCH BUSINESS DAY IN ALL OR A
PORTION OF THE SWINGLINE LOANS OUTSTANDING.
SUCH NOTICE SHALL SPECIFY THE
AGGREGATE AMOUNT OF SWINGLINE LOANS IN WHICH REVOLVING LENDERS WILL
PARTICIPATE.
PROMPTLY UPON RECEIPT OF SUCH NOTICE, THE ADMINISTRATIVE AGENT
WILL GIVE NOTICE THEREOF TO EACH REVOLVING LENDER, SPECIFYING IN SUCH NOTICE
SUCH LENDER'S APPLICABLE PERCENTAGE OF SUCH SWINGLINE LOAN OR LOANS.
EACH
REVOLVING LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES, UPON RECEIPT OF
NOTICE AS PROVIDED ABOVE, TO PAY TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF
THE SWINGLINE LENDER, SUCH LENDER'S APPLICABLE PERCENTAGE OF SUCH SWINGLINE LOAN
OR LOANS.
EACH REVOLVING LENDER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATION TO