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.
(D)
ON ANY BUSINESS DAY, THE SWINGLINE LENDER MAY, IN ITS SOLE
DISCRETION, GIVE NOTICE TO THE BORROWER (UNLESS A DEFAULT OR EVENT OF DEFAULT
THEN EXISTS UNDER SECTION 12(H) OR 12(I)) AND 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 12(H) OR 12(I) OR UPON THE EXERCISE OF ANY OF THE REMEDIES
PROVIDED IN THE LAST PARAGRAPH OF SECTION 12), 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 LAST PARAGRAPH OF SECTION 12, IF APPLICABLE) AND THE
PROCEEDS THEREOF SHALL BE APPLIED DIRECTLY BY THE SWINGLINE LENDER TO REPAY THE
SWINGLINE LENDER FOR SUCH OUTSTANDING SWINGLINE 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 SECTIONS 6, 7 AND 8 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, WITHOUT LIMITATION, AS A
47
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 12),
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