REVOLVING LOANS MADE BY
NON-DEFAULTING LENDERS THEN OUTSTANDING AND THE LETTER OF CREDIT OUTSTANDINGS AT
SUCH TIME, EQUALS THE ADJUSTED TOTAL REVOLVING COMMITMENT THEN IN EFFECT (AFTER
GIVING EFFECT TO ANY CHANGES ON SUCH DATE) AND (V) SHALL NOT EXCEED IN AGGREGATE
PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING THE MAXIMUM SWINGLINE AMOUNT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 1.01(C), THE
SWINGLINE LENDER SHALL NOT MAKE ANY SWINGLINE LOAN AFTER IT HAS RECEIVED WRITTEN
NOTICE FROM THE REQUIRED LENDERS STATING THAT ONE OR MORE OF THE APPLICABLE
CONDITIONS TO CREDIT EVENTS SPECIFIED IN SECTION 5 ARE NOT THEN SATISFIED UNTIL
SUCH TIME AS ALL SUCH CONDITIONS ARE SATISFIED.
(D)
ON ANY BUSINESS DAY, THE SWINGLINE LENDER
MAY, IN ITS SOLE DISCRETION, GIVE NOTICE TO THE RF LENDERS THAT ITS OUTSTANDING
SWINGLINE LOANS SHALL BE FUNDED WITH A BORROWING OF REVOLVING LOANS (PROVIDED
THAT EACH SUCH NOTICE SHALL BE DEEMED TO HAVE BEEN AUTOMATICALLY GIVEN UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT UNDER SECTION 9.05 OR UPON THE EXERCISE OF ANY
OF THE REMEDIES PROVIDED IN THE LAST PARAGRAPH OF SECTION 9), IN WHICH CASE A
BORROWING OF REVOLVING LOANS CONSTITUTING BASE RATE LOANS (EACH SUCH BORROWING,
A "MANDATORY BORROWING") SHALL BE MADE ON THE IMMEDIATELY SUCCEEDING BUSINESS
DAY BY ALL RF LENDERS PRO RATA BASED ON EACH RF LENDER'S ADJUSTED RF PERCENTAGE,
AND THE PROCEEDS THEREOF SHALL BE APPLIED DIRECTLY TO REPAY THE SWINGLINE LENDER
FOR SUCH OUTSTANDING SWINGLINE LOANS.
EACH RF LENDER HEREBY IRREVOCABLY AGREES
TO MAKE BASE RATE LOANS UPON ONE BUSINESS DAY'S PRIOR 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) THAT THE AMOUNT OF THE MANDATORY BORROWING MAY NOT COMPLY
WITH THE MINIMUM BORROWING AMOUNT OTHERWISE REQUIRED HEREUNDER, (II) WHETHER ANY
CONDITIONS SPECIFIED IN SECTION 5.02 ARE THEN SATISFIED, (III) WHETHER A DEFAULT
OR AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, (IV) THE DATE OF SUCH
MANDATORY BORROWING AND (V) THE AMOUNT OF THE TOTAL REVOLVING COMMITMENT AT SUCH
TIME.
IN THE EVENT THAT ANY MANDATORY BORROWING CANNOT FOR ANY REASON BE MADE
ON THE DATE OTHERWISE REQUIRED ABOVE (INCLUDING, WITHOUT LIMITATION, AS A
3
RESULT OF THE COMMENCEMENT OF A PROCEEDING UNDER THE BANKRUPTCY CODE IN RESPECT
OF THE BORROWER), EACH RF LENDER HEREBY AGREES THAT IT SHALL FORTHWITH PURCHASE
FROM THE SWINGLINE LENDER (WITHOUT RECOURSE OR WARRANTY) SUCH ASSIGNMENT OF THE
OUTSTANDING SWINGLINE LOANS AS SHALL BE NECESSARY TO CAUSE THE RF LENDERS TO
SHARE IN SUCH SWINGLINE LOANS RATABLY BASED UPON THEIR RESPECTIVE ADJUSTED RF
PERCENTAGES, PROVIDED THAT ALL INTEREST PAYABLE ON THE SWINGLINE LOANS SHALL BE
FOR THE ACCOUNT OF THE SWINGLINE LENDER UNTIL THE DATE THE RESPECTIVE ASSIGNMENT
IS PURCHASED AND, TO THE EXTENT ATTRIBUTABLE TO THE PURCHASED ASSIGNMENT, SHALL
BE PAYABLE TO THE RF LENDER PURCHASING SAME FROM AND AFTER SUCH DATE OF
PURCHASE.
(E)
SUBJECT TO SECTION 1.14, THE OTHER