NOTICE IS GIVEN; PROVIDED THAT THE PROVISIONS OF THIS SUBSECTION SHALL NOT
AFFECT THE OBLIGATIONS OF ANY U.S. BORROWER TO PREPAY SWING LINE LOANS IN
ACCORDANCE WITH THE PROVISIONS OF SUBSECTION 3.4(D).
UNLESS THE REVOLVING
COMMITMENTS SHALL HAVE EXPIRED OR TERMINATED (IN WHICH EVENT THE PROCEDURES OF
PARAGRAPH (D) OF THIS SUBSECTION 2.7 SHALL APPLY), EACH LENDER HEREBY AGREES TO
MAKE THE PROCEEDS OF ITS REVOLVING LOAN (INCLUDING, WITHOUT LIMITATION, ANY
EUROCURRENCY LOAN)
74
AVAILABLE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE SWING LINE LENDER
AT THE OFFICE OF THE ADMINISTRATIVE AGENT PRIOR TO 12:00 NOON, NEW YORK CITY
TIME, IN FUNDS IMMEDIATELY AVAILABLE ON THE BUSINESS DAY NEXT SUCCEEDING THE
DATE SUCH NOTICE IS GIVEN NOTWITHSTANDING (I) THAT THE AMOUNT OF THE MANDATORY
REVOLVING LOAN BORROWING MAY NOT COMPLY WITH THE MINIMUM AMOUNT FOR REVOLVING
LOANS OTHERWISE REQUIRED HEREUNDER, (II) WHETHER ANY CONDITIONS SPECIFIED IN
SECTION 6 ARE THEN SATISFIED, (III) WHETHER A DEFAULT OR AN EVENT OF DEFAULT
THEN EXISTS, (IV) THE DATE OF SUCH MANDATORY REVOLVING LOAN BORROWING AND (V)
THE AMOUNT OF THE REVOLVING COMMITMENT OF SUCH, OR ANY OTHER, LENDER AT SUCH
TIME.
THE PROCEEDS OF SUCH REVOLVING LOANS (INCLUDING, WITHOUT LIMITATION, ANY
EUROCURRENCY LOAN) SHALL BE IMMEDIATELY APPLIED TO REPAY THE REFUNDED SWING LINE
LOANS.
(D)
IF THE REVOLVING COMMITMENTS SHALL EXPIRE OR TERMINATE AT ANY TIME
WHILE SWING LINE LOANS ARE OUTSTANDING, EACH LENDER SHALL, AT THE OPTION OF THE
SWING LINE LENDER, EXERCISED REASONABLY, EITHER (I) NOTWITHSTANDING THE
EXPIRATION OR TERMINATION OF THE REVOLVING COMMITMENTS, MAKE A REVOLVING LOAN AS
AN ABR LOAN (WHICH REVOLVING LOAN SHALL BE DEEMED A "REVOLVING LOAN" FOR ALL
PURPOSES OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS) OR (II) PURCHASE AN
UNDIVIDED PARTICIPATING INTEREST IN SUCH SWING LINE LOANS, IN EITHER CASE IN AN
AMOUNT EQUAL TO SUCH LENDER'S REVOLVING COMMITMENT PERCENTAGE DETERMINED ON THE
DATE OF, AND IMMEDIATELY PRIOR TO, EXPIRATION OR TERMINATION OF THE REVOLVING
COMMITMENTS OF THE AGGREGATE PRINCIPAL AMOUNT OF SUCH SWING LINE LOANS; PROVIDED
THAT, IN THE EVENT THAT ANY MANDATORY REVOLVING LOAN BORROWING CANNOT FOR ANY
REASON BE MADE ON THE DATE OTHERWISE REQUIRED ABOVE (INCLUDING, WITHOUT
LIMITATION, AS A RESULT OF THE COMMENCEMENT OF A PROCEEDING UNDER ANY
BANKRUPTCY, REORGANIZATION, DISSOLUTION, INSOLVENCY, RECEIVERSHIP,
ADMINISTRATION OR LIQUIDATION OR SIMILAR LAW WITH RESPECT TO ANY BORROWER), THEN
EACH LENDER HEREBY AGREES THAT IT SHALL FORTHWITH PURCHASE (AS OF THE DATE THE
MANDATORY REVOLVING LOAN BORROWING WOULD OTHERWISE HAVE OCCURRED, BUT ADJUSTED
FOR ANY PAYMENTS RECEIVED FROM SUCH U.S. BORROWER ON OR AFTER SUCH DATE AND
PRIOR TO SUCH PURCHASE) FROM THE SWING LINE LENDER SUCH PARTICIPATIONS IN SUCH
OUTSTANDING SWING LINE LOANS AS SHALL BE NECESSARY TO CAUSE SUCH LENDERS TO
SHARE IN SUCH SWING LINE LOANS RATABLY BASED UPON THEIR RESPECTIVE REVOLVING
COMMITMENT PERCENTAGES; PROVIDED, FURTHER, THAT (X) ALL INTEREST PAYABLE ON THE
SWING LINE LOANS SHALL BE FOR THE ACCOUNT OF THE SWING LINE LENDER UNTIL THE
DATE AS OF WHICH THE RESPECTIVE PARTICIPATION IS REQUIRED