OF RF LOANS (PROVIDED THAT EACH SUCH NOTICE
SHALL BE DEEMED TO HAVE BEEN AUTOMATICALLY GIVEN UPON THE OCCURRENCE OF AN EVENT
OF DEFAULT UNDER SECTION 8.05 OR UPON THE EXERCISE OF ANY OF THE REMEDIES
PROVIDED IN THE LAST PARAGRAPH OF SECTION 8), IN WHICH CASE A BORROWING OF RF
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 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 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 4.02 OR 4.03 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 AVAILABLE REVOLVING COMMITMENT AND 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 RESULT OF THE COMMENCEMENT OF A PROCEEDING
UNDER THE BANKRUPTCY CODE IN RESPECT OF THE BORROWER), EACH RF LENDER (OTHER
THAN THE SWINGLINE LENDER) HEREBY AGREES THAT IT SHALL FORTHWITH PURCHASE FROM
THE
3
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 PERCENTAGES,
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 BE PURCHASED AND, TO THE EXTENT ATTRIBUTABLE TO THE
PURCHASED PARTICIPATION, SHALL BE PAYABLE TO THE RF LENDER PURCHASING SAME FROM
AND AFTER SUCH DATE AND (Y) AT THE TIME ANY PURCHASE OF PARTICIPATIONS PURSUANT
TO THIS SENTENCE IS ACTUALLY MADE, THE PURCHASING RF LENDER SHALL BE REQUIRED TO
PAY THE SWINGLINE LENDER INTEREST ON THE PRINCIPAL AMOUNT OF 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, AT THE OVERNIGHT FEDERAL FUNDS EFFECTIVE RATE FOR THE FIRST
THREE DAYS AND AT THE INTEREST RATE OTHERWISE APPLICABLE TO RF LOANS MAINTAINED
AS BASE RATE LOANS HEREUNDER FOR EACH DAY THEREAFTER.
(F)
LOANS UNDER THE INCREMENTAL B TERM FACILITY (EACH, AN
"INCREMENTAL B TERM LOAN" AND, COLLECTIVELY, THE "INCREMENTAL B TERM LOANS") (I)
SHALL BE MADE TO THE BORROWER BY EACH LENDER WITH AN INCREMENTAL B TERM
COMMITMENT PURSUANT TO