SWINGLINE LOANS MADE HEREUNDER, SUBJECT TO THE
TERMS AND CONDITIONS HEREUNDER.
(E)
(II)
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 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, 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 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,
(IV) THE DATE OF SUCH MANDATORY BORROWING OR (V) ANY REDUCTION IN THE TOTAL
COMMITMENT AFTER ANY SUCH SWINGLINE LOANS WERE MADE.
IN THE EVENT THAT, IN THE
SOLE JUDGMENT OF THE SWINGLINE LENDER, ANY MANDATORY BORROWING CANNOT FOR ANY
REASON BE MADE ON THE DATE OTHERWISE REQUIRED ABOVE (INCLUDING AS A RESULT OF
THE COMMENCEMENT OF A PROCEEDING UNDER THE BANKRUPTCY CODE IN RESPECT OF THE
BORROWER), EACH LENDER WITH A REVOLVING CREDIT COMMITMENT HEREBY AGREES THAT IT
SHALL FORTHWITH PURCHASE FROM THE SWINGLINE LENDER (WITHOUT RECOURSE OR
WARRANTY) SUCH PARTICIPATION OF THE OUTSTANDING SWINGLINE LOANS AS SHALL BE
NECESSARY TO CAUSE EACH SUCH LENDER TO SHARE IN SUCH SWINGLINE LOANS RATABLY
BASED UPON THEIR RESPECTIVE REVOLVING CREDIT COMMITMENT PERCENTAGES, PROVIDED
THAT ALL PRINCIPAL AND INTEREST PAYABLE ON SUCH SWINGLINE LOANS SHALL BE FOR THE
ACCOUNT OF THE SWINGLINE LENDER UNTIL THE DATE THE RESPECTIVE PARTICIPATION IS
PURCHASED AND, TO THE EXTENT ATTRIBUTABLE TO THE PURCHASED PARTICIPATION, SHALL
BE PAYABLE TO THE LENDER PURCHASING SAME FROM AND AFTER SUCH DATE OF PURCHASE.
2.2
Minimum Amount of Each Borrowing; Maximum
Number of Borrowings.
The aggregate principal amount of each Borrowing of Term
Loans or Revolving Credit Loans shall be in a multiple of $1,000,000 and
Swingline Loans shall be in a multiple of $100,000 and, in each case, shall not
be less than the Minimum Borrowing Amount with respect thereto (except that
Mandatory Borrowings shall be made in the amounts required by Section 2.1(e)).
More than one Borrowing may be incurred on any date, provided that at no time
shall there be outstanding more than 20 Borrowings of Eurodollar Loans under
this Agreement.
2.3
Notice of Borrowing.
(a)
The Borrower
shall give