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, DIRECT THE BORROWER TO GIVE NOTICE TO THE LENDERS
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 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 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
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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, OR IF THE BORROWER FAILS TO
GIVE NOTICE AS REQUIRED BY THIS CLAUSE (D) (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 SUCH LENDERS 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 SUCH 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(d)).
More than one Borrowing may be incurred on any date, provided that at