(IV) ABOVE) AND SHALL OTHERWISE HAVE ALL OF THE
RIGHTS AND OBLIGATIONS OF A REVOLVING CREDIT LENDER HEREUNDER ON AND AFTER SUCH
INCREASE DATE.
NOTWITHSTANDING THE FOREGOING, UPON THE OCCURRENCE OF A DEFAULT
PRIOR TO THE DATE ON WHICH SUCH NEW REVOLVING CREDIT LENDER IS HOLDING ITS
REVOLVING CREDIT PRO RATA SHARE OF ALL REVOLVING CREDIT LOANS HEREUNDER, SUCH
NEW REVOLVING CREDIT LENDER SHALL, UPON NOTICE FROM THE AGENT GIVEN ON OR AFTER
THE DATE ON WHICH THE REVOLVING CREDIT OBLIGATIONS ARE ACCELERATED OR BECOME DUE
FOLLOWING SUCH DEFAULT, PAY TO THE AGENT (FOR THE ACCOUNT OF THE OTHER REVOLVING
CREDIT LENDERS, TO WHICH THE AGENT SHALL PAY THEIR RATABLE SHARES THEREOF UPON
RECEIPT) A SUM EQUAL TO SUCH NEW REVOLVING CREDIT LENDER'S REVOLVING CREDIT PRO
RATA SHARE OF EACH REVOLVING CREDIT LOAN THAT IS A LIBOR LOAN THEN OUTSTANDING
WITH RESPECT TO WHICH SUCH NEW REVOLVING CREDIT LENDER DOES NOT THEN HOLD AN
INTEREST; SUCH PAYMENT BY SUCH NEW REVOLVING CREDIT LENDER SHALL CONSTITUTE AN
ABR LOAN HEREUNDER.
22
(c)
Required Lenders.
Solely for purposes of
the calculation of Aggregate Pro Rata Shares as used in the definition of
"Required Lenders," until such time as a New Revolving Credit Lender holds its
Revolving Credit Pro Rata Share of all outstanding Revolving Credit Loans (if
any), the amount of such New Revolving Credit Lender's new Revolving Credit
Commitment or the increased amount of its Revolving Credit Commitment shall be
excluded from the amount of the Revolving Credit Commitments and Aggregate
Commitments and there shall be included in lieu thereof at any time an amount
equal to the sum of the outstanding Revolving Credit Loans and the participation
interests in Facility Letters of Credit held by such New Revolving Credit Lender
with respect to its new Revolving Credit Commitment or the increased amount of
its Revolving Credit Commitment.
(d)
No Obligation to Increase Commitment.
Nothing contained herein shall constitute, or otherwise be deemed to be, a
commitment or agreement on the part of the Borrower or the Agent to give or
grant any Revolving Credit Lender the right to increase its Revolving Credit
Commitment hereunder at any time or a commitment or agreement on the part of any
Revolving Credit Lender to increase its Revolving Credit Commitment hereunder at
any time, and no Revolving Credit Commitment of a Revolving Credit Lender shall
be increased without its prior written approval.
SECTION 2.02.3
SECTION NOT APPLICABLE TO TERM LOAN FACILITY.
THE FOREGOING
PROVISIONS OF THIS SECTION 2.02 SHALL APPLY ONLY TO THE REVOLVING CREDIT
FACILITY AND SHALL NOT APPLY TO THE TERM LOAN FACILITY.
SECTION 2.03
NOTICE AND MANNER OF BORROWING.
THE BORROWER SHALL GIVE THE AGENT
NOTICE OF ANY LOANS UNDER THIS AGREEMENT, ON THE BUSINESS DAY OF EACH ABR LOAN,
AND AT LEAST THREE (3) BUSINESS DAYS BEFORE EACH LIBOR LOAN, SPECIFYING:
(1)
THE DATE OF SUCH LOAN; (2) THE AMOUNT OF SUCH LOAN; (3) THE TYPE OF LOAN
(WHETHER AN ABR LOAN OR A LIBOR LOAN); AND (4) IN