STATING THAT A DEFAULT EXISTS AND IS CONTINUING UNTIL SUCH TIME AS THE 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 IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14.1.
(C)
ON ANY BUSINESS DAY, THE SWINGLINE LENDER MAY, IN ITS SOLE
DISCRETION, GIVE NOTICE TO THE LENDERS THAT ALL THEN-OUTSTANDING SWINGLINE LOANS
SHALL BE FUNDED WITH A BORROWING OF REVOLVING CREDIT LOANS (AND, IF ANY
SWINGLINE LOAN IS OUTSTANDING ON THE SEVENTH CALENDAR DAY FOLLOWING THE DATE OF
BORROWING OF SUCH SWINGLINE LOAN, THEN ON THE FIRST BUSINESS DAY FOLLOWING SUCH
SEVENTH CALENDAR DAY, THE SWINGLINE LENDER SHALL BE REQUIRED TO GIVE SUCH
NOTICE), 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 COMMITMENTS PRO RATA BASED ON EACH LENDER'S
APPLICABLE 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 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 HAS OCCURRED AND IS
CONTINUING, (IV) THE DATE OF SUCH MANDATORY BORROWING OR (V) ANY REDUCTION IN
THE TOTAL COMMITMENT OR AVAILABILITY 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 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
SUCH LENDERS TO SHARE IN SUCH SWINGLINE LOANS RATABLY BASED UPON THEIR
APPLICABLE 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 THE SAME FROM
AND AFTER SUCH DATE OF PURCHASE.
(D)
SUBJECT TO THE LIMITATIONS SET FORTH BELOW, THE ADMINISTRATIVE
AGENT IS AUTHORIZED BY THE BORROWER AND THE LENDERS, FROM TIME TO TIME IN THE
ADMINISTRATIVE AGENT'S SOLE DISCRETION (BUT SHALL HAVE ABSOLUTELY NO OBLIGATION
TO), TO MAKE LOANS TO THE BORROWER, ON BEHALF OF ALL LENDERS, WHICH THE
ADMINISTRATIVE AGENT, IN ITS REASONABLE DISCRETION, DEEMS NECESSARY OR
37