A DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED DURING SUCH 5
BUSINESS DAY PERIOD, THE SWINGLINE LENDER MAY, AT ANY TIME, IN ITS SOLE
DISCRETION, BY WRITTEN NOTICE TO THE BORROWER AND THE ADMINISTRATIVE AGENT,
DEMAND REPAYMENT OF ITS SWINGLINE LOANS BY WAY OF A COMMITTED BORROWING, IN
WHICH CASE THE BORROWER SHALL BE DEEMED TO HAVE REQUESTED A COMMITTED BORROWING
COMPRISED ENTIRELY OF BASE RATE LOANS IN THE AMOUNT OF SUCH SWINGLINE LOANS THEN
OUTSTANDING, THE PROCEEDS OF WHICH SHALL BE USED TO REPAY SUCH SWINGLINE LOANS
TO THE SWINGLINE LENDER.
ANY COMMITTED BORROWING WHICH IS DEEMED REQUESTED BY
THE BORROWER IN ACCORDANCE WITH THIS SECTION 2.3(B)(III) IS HEREINAFTER REFERRED
TO AS A "MANDATORY BORROWING". EACH BANK HEREBY IRREVOCABLY AGREES TO MAKE
COMMITTED LOANS PROMPTLY UPON RECEIPT OF NOTICE FROM THE SWINGLINE LENDER OF ANY
SUCH DEEMED REQUEST FOR A MANDATORY BORROWING IN THE AMOUNT AND IN THE MANNER
SPECIFIED IN THE PRECEDING SENTENCES AND ON THE DATE SUCH NOTICE IS RECEIVED BY
SUCH BANK (OR THE NEXT BUSINESS DAY IF
27
SUCH NOTICE IS RECEIVED AFTER 12:00 NOON (NEW YORK CITY TIME)) NOTWITHSTANDING
(I) THAT THE AMOUNT OF THE MANDATORY BORROWING MAY NOT COMPLY WITH THE MINIMUM
AMOUNT OF COMMITTED BORROWINGS OTHERWISE REQUIRED HEREUNDER, (II) WHETHER ANY
CONDITIONS SPECIFIED IN SECTION 3.2 ARE THEN SATISFIED, (III) WHETHER A DEFAULT
OR AN EVENT OF DEFAULT THEN EXISTS, (IV) FAILURE OF ANY SUCH DEEMED REQUEST FOR
A COMMITTED BORROWING TO BE MADE BY THE TIME OTHERWISE REQUIRED IN SECTION 2.2,
(V) THE DATE OF SUCH MANDATORY BORROWING (PROVIDED THAT SUCH DATE MUST BE A
BUSINESS DAY), OR (VI) ANY TERMINATION OF THE COMMITMENTS IMMEDIATELY PRIOR TO
SUCH MANDATORY BORROWING OR CONTEMPORANEOUSLY THEREWITH; PROVIDED, HOWEVER, THAT
NO BANK SHALL BE OBLIGATED TO MAKE COMMITTED LOANS IN RESPECT OF A MANDATORY
BORROWING IF A DEFAULT OR AN EVENT OF DEFAULT THEN EXISTS AND THE APPLICABLE
SWINGLINE LOAN WAS MADE BY THE SWINGLINE LENDER WITHOUT RECEIPT OF A WRITTEN
NOTICE OF BORROWING IN THE FORM SPECIFIED IN SUBCLAUSE (I) ABOVE OR AFTER
ADMINISTRATIVE AGENT HAS DELIVERED A NOTICE OF DEFAULT OR EVENT OF DEFAULT WHICH
HAS NOT BEEN RESCINDED.
(IV)
PURCHASE OF PARTICIPATIONS. IN THE EVENT THAT ANY MANDATORY
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 THE BANKRUPTCY CODE WITH RESPECT TO THE BORROWER), THEN EACH BANK HEREBY
AGREES THAT IT SHALL FORTHWITH PURCHASE (AS OF THE DATE THE MANDATORY BORROWING
WOULD OTHERWISE HAVE OCCURRED, BUT ADJUSTED FOR ANY PAYMENT 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 EACH SUCH BANK TO SHARE IN SUCH SWINGLINE LOANS RATABLY BASED
UPON ITS PRO RATA SHARE (DETERMINED BEFORE GIVING EFFECT TO ANY TERMINATION OF
THE COMMITMENTS PURSUANT TO SECTION 6.2), PROVIDED THAT (A) ALL INTEREST PAYABLE
ON THE SWINGLINE LOANS WITH