INDIVIDUAL
CAPACITY AND IN ITS SOLE DISCRETION, AGREE, 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 AN "ADDITIONAL SWINGLINE LOAN" AND, COLLECTIVELY, THE
"ADDITIONAL SWINGLINE LOANS") TO THE BORROWER IN DOLLARS, WHICH ADDITIONAL
SWINGLINE LOANS (I) SHALL BEAR INTEREST AT RATES, AND HAVE INTEREST PERIODS AND
MATURITIES (NOT TO BE LATER THAN THE REVOLVING CREDIT MATURITY DATE), MUTUALLY
AGREED BY THE BORROWER AND THE APPLICABLE ADDITIONAL SWINGLINE LENDER,
(II) SHALL NOT HAVE THE BENEFIT OF THE PROVISIONS OF SECTION 2.1(D), (III) SHALL
NOT EXCEED AT ANY TIME OUTSTANDING THE ADDITIONAL SWINGLINE MAXIMUM AMOUNT,
(IV) SHALL HAVE NOTICE, BORROWING, CONVERSION AND REPAYMENT PROVISIONS AS
MUTUALLY AGREED BY THE BORROWER, THE APPLICABLE ADDITIONAL SWINGLINE LENDER AND
THE ADMINISTRATIVE AGENT, ACTING REASONABLY, (V) SHALL NOT, AFTER GIVING EFFECT
THERETO AND TO THE APPLICATION OF THE PROCEEDS THEREOF, RESULT AT ANY TIME IN
THE AGGREGATE AMOUNT OF THE LENDERS' REVOLVING CREDIT EXPOSURES AT SUCH TIME
EXCEEDING THE TOTAL REVOLVING CREDIT COMMITMENT THEN IN EFFECT, AND (VI) SHALL
CONSTITUTE A REVOLVING CREDIT LOAN FOR PURPOSES OF SECTION 5.2 AND SECTION 13.1
AND SHALL CONSTITUTE A LOAN FOR ALL OTHER PURPOSES HEREUNDER. NEITHER THE
SWINGLINE LENDER NOR ANY ADDITIONAL SWINGLINE LENDER SHALL MAKE ANY SWINGLINE
LOAN AFTER RECEIVING A WRITTEN NOTICE FROM THE BORROWER, ADMINISTRATIVE AGENT OR
THE REQUIRED REVOLVING CREDIT LENDERS STATING THAT A DEFAULT OR EVENT OF DEFAULT
EXISTS AND IS CONTINUING UNTIL SUCH TIME AS THE SWINGLINE LENDER OR SUCH
ADDITIONAL SWINGLINE LENDER SHALL HAVE RECEIVED WRITTEN NOTICE OF (I) RESCISSION
OF ALL SUCH NOTICES FROM THE PARTY OR PARTIES ORIGINALLY DELIVERING SUCH NOTICE
OR (II) THE WAIVER OF SUCH DEFAULT OR EVENT OF DEFAULT IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 13.1
(D)
ON ANY BUSINESS DAY, THE SWINGLINE LENDER MAY, IN ITS SOLE
DISCRETION, GIVE NOTICE TO EACH REVOLVING CREDIT LENDER THAT ALL
THEN-OUTSTANDING SWINGLINE LOANS SHALL BE FUNDED WITH A
53
BORROWING OF REVOLVING CREDIT LOANS DENOMINATED IN DOLLARS, IN WHICH CASE
REVOLVING CREDIT LOANS DENOMINATED IN DOLLARS CONSTITUTING ABR LOANS (EACH SUCH
BORROWING, A "MANDATORY BORROWING") SHALL BE MADE ON THE IMMEDIATELY SUCCEEDING
BUSINESS DAY BY EACH REVOLVING CREDIT LENDER PRO RATA BASED ON EACH LENDER'S
REVOLVING CREDIT COMMITMENT PERCENTAGE, AND THE PROCEEDS THEREOF SHALL BE
APPLIED DIRECTLY TO THE SWINGLINE LENDER TO REPAY THE SWINGLINE LENDER FOR SUCH
OUTSTANDING SWINGLINE LOANS. EACH REVOLVING CREDIT LENDER HEREBY IRREVOCABLY
AGREES TO MAKE SUCH REVOLVING CREDIT LOANS UPON ONE BUSINESS DAY'S NOTICE
PURSUANT TO EACH MANDATORY BORROWING IN THE AMOUNT AND IN THE MANNER SPECIFIED
IN THE PRECEDING SENTENCE AND ON THE DATE SPECIFIED TO IT IN WRITING BY THE
SWINGLINE LENDER NOTWITHSTANDING (I) THAT THE AMOUNT OF THE MANDATORY BORROWING
MAY NOT COMPLY WITH THE MINIMUM AMOUNT FOR EACH BORROWING SPECIFIED IN SECTION
2.2, (II) WHETHER ANY CONDITIONS SPECIFIED IN SECTION 7 ARE THEN SATISFIED,
(III) WHETHER A DEFAULT OR AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,