OR AN EVENT OF
DEFAULT EXISTS AND IS CONTINUING UNTIL SUCH TIME AS THE SWINGLINE LENDER SHALL
HAVE RECEIVED WRITTEN NOTICE (A) OF RESCISSION OF ALL SUCH NOTICES FROM THE
PARTY OR PARTIES ORIGINALLY DELIVERING SUCH NOTICE OR NOTICES OR (B) OF THE
WAIVER OF SUCH DEFAULT OR EVENT OF DEFAULT BY THE REQUIRED LENDERS.
(C)
ON ANY BUSINESS DAY, THE SWINGLINE LENDER MAY, IN ITS SOLE
DISCRETION, GIVE NOTICE TO THE RL LENDERS THAT THE SWINGLINE LENDER'S
OUTSTANDING SWINGLINE LOANS SHALL BE FUNDED WITH ONE OR MORE BORROWINGS OF
REVOLVING LOANS (PROVIDED THAT SUCH NOTICE SHALL BE DEEMED TO HAVE BEEN
AUTOMATICALLY GIVEN UPON THE OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT
UNDER SECTION 11.05 OR UPON THE EXERCISE OF ANY OF THE REMEDIES PROVIDED IN THE
LAST PARAGRAPH OF SECTION 11), IN WHICH CASE ONE OR MORE BORROWINGS OF REVOLVING
LOANS CONSTITUTING BASE RATE LOANS (EACH SUCH BORROWING, A "MANDATORY
BORROWING") SHALL BE MADE ON THE IMMEDIATELY SUCCEEDING BUSINESS DAY BY ALL RL
LENDERS PRO RATA BASED ON EACH SUCH RL LENDER'S RL PERCENTAGE (DETERMINED BEFORE
GIVING EFFECT TO ANY TERMINATION OF THE REVOLVING LOAN COMMITMENTS PURSUANT TO
THE FIRST PARAGRAPH OF SECTION 10) AND THE PROCEEDS THEREOF SHALL BE APPLIED
DIRECTLY BY THE SWINGLINE LENDER TO REPAY THE SWINGLINE LENDER FOR SUCH
OUTSTANDING SWINGLINE
27
LOANS.
EACH RL LENDER HEREBY IRREVOCABLY AGREES TO MAKE REVOLVING 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 IN
WRITING BY THE SWINGLINE LENDER NOTWITHSTANDING (I) THE AMOUNT OF THE MANDATORY
BORROWING MAY NOT COMPLY WITH THE MINIMUM BORROWING AMOUNT OTHERWISE REQUIRED
HEREUNDER, (II) WHETHER ANY CONDITIONS SPECIFIED IN SECTION 7 ARE THEN
SATISFIED, (III) WHETHER A DEFAULT OR AN EVENT OF DEFAULT THEN EXISTS, (IV) THE
DATE OF SUCH MANDATORY BORROWING, AND (V) THE AMOUNT OF THE TOTAL REVOLVING LOAN
COMMITMENT AT SUCH TIME.
IN THE EVENT THAT 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 WITH RESPECT TO
THE BORROWER), THEN EACH RL LENDER HEREBY AGREES THAT IT SHALL FORTHWITH
PURCHASE (AS OF THE DATE THE MANDATORY BORROWING WOULD OTHERWISE HAVE OCCURRED,
BUT ADJUSTED FOR ANY PAYMENTS RECEIVED FROM THE BORROWER ON OR AFTER SUCH DATE
AND PRIOR TO SUCH PURCHASE) FROM THE SWINGLINE LENDER SUCH PARTICIPATIONS IN THE
OUTSTANDING SWINGLINE LOANS AS SHALL BE NECESSARY TO CAUSE THE RL LENDERS TO
SHARE IN SUCH SWINGLINE LOANS RATABLY BASED UPON THEIR RESPECTIVE RL PERCENTAGES
(DETERMINED BEFORE GIVING EFFECT TO ANY TERMINATION OF THE REVOLVING LOAN
COMMITMENTS PURSUANT TO THE LAST PARAGRAPH OF SECTION 11), PROVIDED THAT (X) ALL
INTEREST PAYABLE ON THE SWINGLINE LOANS SHALL BE FOR THE ACCOUNT OF THE
SWINGLINE LENDER UNTIL THE DATE AS OF WHICH THE RESPECTIVE PARTICIPATION IS
REQUIRED TO BE PURCHASED AND, TO THE EXTENT ATTRIBUTABLE TO THE PURCHASED
PARTICIPATION,