APPLIED DIRECTLY BY THE
SWINGLINE LENDER TO REPAY THE SWINGLINE LENDER FOR SUCH OUTSTANDING SWINGLINE
LOANS UNDER SUCH TRANCHE; PROVIDED THAT SUCH REVOLVING LOANS WHICH ARE
DENOMINATED IN CANADIAN DOLLARS AND ARE REQUIRED TO BE MADE BY A PARTICIPATING
SPECIFIED FOREIGN CURRENCY LENDER SHALL,
78
SUBJECT TO SECTION 15, BE MADE BY THE FRONTING LENDER.
EACH LENDER UNDER A
TRANCHE HEREBY IRREVOCABLY AGREES TO MAKE REVOLVING LOANS UNDER SUCH TRANCHE TO
THE APPLICABLE BORROWER UPON ONE BUSINESS DAY'S NOTICE PURSUANT TO EACH
MANDATORY BORROWING IN THE AMOUNT AND CURRENCY 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 SECTION 7 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 ANY BORROWING BASE OR THE TOTAL U.S. FACILITY COMMITMENT OR
TOTAL CANADIAN FACILITY COMMITMENT, AS APPLICABLE, 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 RESULT OF THE COMMENCEMENT
OF A PROCEEDING, CORPORATE ACTION OR OTHER STEP TAKEN UNDER ANY INSOLVENCY LAW
WITH RESPECT TO ANY BORROWER, THEN EACH LENDER UNDER A TRANCHE 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 ANY
BORROWER UNDER SUCH TRANCHE ON OR AFTER SUCH DATE AND PRIOR TO SUCH PURCHASE)
FROM THE SWINGLINE LENDER SUCH PARTICIPATIONS IN THE OUTSTANDING SWINGLINE LOANS
UNDER SUCH TRANCHE AS SHALL BE NECESSARY TO CAUSE SUCH LENDERS TO SHARE IN SUCH
SWINGLINE LOANS RATABLY BASED UPON THEIR RESPECTIVE U.S. FACILITY RL PERCENTAGE
OR CANADIAN FACILITY RL PERCENTAGE, AS THE CASE MAY BE (DETERMINED BEFORE GIVING
EFFECT TO ANY TERMINATION OF THE COMMITMENTS UNDER SUCH TRANCHE PURSUANT TO THE
LAST PARAGRAPH OF SECTION 11.01), PROVIDED THAT (X) ALL INTEREST PAYABLE ON THE
SWINGLINE LOANS UNDER SUCH TRANCHE SHALL BE FOR THE ACCOUNT OF THE SWINGLINE
LENDER UNTIL THE DATE AS OF WHICH THE RESPECTIVE PARTICIPATION IS REQUIRED TO BE
PURCHASED AND, TO THE EXTENT ATTRIBUTABLE TO THE PURCHASED PARTICIPATION, SHALL
BE PAYABLE TO THE PARTICIPANT FROM AND AFTER SUCH DATE AND (Y) AT THE TIME ANY
PURCHASE OF PARTICIPATIONS PURSUANT TO THIS SENTENCE IS ACTUALLY MADE, THE
PURCHASING LENDER SHALL BE REQUIRED TO PAY THE SWINGLINE LENDER INTEREST ON THE
PRINCIPAL AMOUNT OF THE PARTICIPATION PURCHASED FOR EACH DAY FROM AND INCLUDING
THE DAY UPON WHICH THE MANDATORY BORROWING WOULD OTHERWISE HAVE OCCURRED TO BUT
EXCLUDING THE DATE OF PAYMENT FOR SUCH PARTICIPATION, (A) IN THE CASE OF A
MANDATORY BORROWING CONSTITUTING REVOLVING LOANS DENOMINATED IN U.S. DOLLARS, AT
THE OVERNIGHT FEDERAL FUNDS RATE FOR THE FIRST THREE DAYS AND AT THE INTEREST
RATE OTHERWISE APPLICABLE TO SUCH REVOLVING LOANS DENOMINATED IN