AND SHALL NOT INCUR ANY LIABILITY FOR RELYING, UPON THE
REPRESENTATION AND WARRANTY OF THE BORROWER SET FORTH IN SECTION 4.02, UNLESS,
AT LEAST ONE BUSINESS DAY PRIOR TO THE TIME SUCH SWINGLINE LOAN WAS MADE, THE
REQUIRED LENDERS SHALL HAVE NOTIFIED THE SWINGLINE LENDER (WITH A COPY TO THE
ADMINISTRATIVE AGENT) IN WRITING THAT, AS A RESULT OF ONE OR MORE EVENTS OR
CIRCUMSTANCES DESCRIBED IN SUCH NOTICE, ONE OR MORE OF THE CONDITIONS PRECEDENT
SET FORTH IN SECTION 4.02(A) OR 4.02(B) WOULD NOT BE SATISFIED IF SUCH SWINGLINE
LOAN WERE THEN MADE (IN WHICH CASE THE SWINGLINE LENDER SHALL HAVE NO OBLIGATION
TO MAKE SUCH SWINGLINE LOAN).
EACH LENDER FURTHER ACKNOWLEDGES AND AGREES THAT
ITS OBLIGATION TO ACQUIRE PARTICIPATIONS IN SWINGLINE LOANS PURSUANT TO THIS
PARAGRAPH IS ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY
CIRCUMSTANCE WHATSOEVER, INCLUDING THE OCCURRENCE AND CONTINUANCE OF A DEFAULT
OR ANY REDUCTION OR TERMINATION OF THE COMMITMENTS, AND THAT EACH SUCH PAYMENT
SHALL BE MADE WITHOUT ANY OFFSET, ABATEMENT, WITHHOLDING OR REDUCTION
WHATSOEVER.
EACH LENDER SHALL COMPLY WITH ITS OBLIGATION UNDER THIS PARAGRAPH
BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS, IN THE SAME MANNER AS PROVIDED
IN SECTION 2.06 WITH RESPECT TO LOANS MADE BY SUCH LENDER (AND SECTION 2.06
SHALL APPLY, MUTATIS MUTANDIS, TO THE PAYMENT OBLIGATIONS OF THE LENDERS
PURSUANT TO THIS PARAGRAPH), AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY REMIT
TO THE SWINGLINE LENDER THE AMOUNTS SO RECEIVED BY IT FROM THE LENDERS.
THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER OF ANY PARTICIPATIONS IN ANY
SWINGLINE LOAN ACQUIRED PURSUANT TO THIS PARAGRAPH, AND THEREAFTER PAYMENTS IN
RESPECT OF SUCH
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SWINGLINE LOAN SHALL BE MADE TO THE ADMINISTRATIVE AGENT AND NOT TO THE
SWINGLINE LENDER.
ANY AMOUNTS RECEIVED BY THE SWINGLINE LENDER FROM THE
BORROWER (OR OTHER PERSON ON BEHALF OF THE BORROWER) IN RESPECT OF A SWINGLINE
LOAN AFTER RECEIPT BY THE SWINGLINE LENDER OF THE PROCEEDS OF A SALE OF
PARTICIPATIONS THEREIN SHALL BE PROMPTLY REMITTED TO THE ADMINISTRATIVE AGENT;
ANY SUCH AMOUNTS RECEIVED BY THE ADMINISTRATIVE AGENT SHALL BE PROMPTLY REMITTED
BY THE ADMINISTRATIVE AGENT TO THE LENDERS THAT SHALL HAVE MADE THEIR PAYMENTS
PURSUANT TO THIS PARAGRAPH AND TO THE SWINGLINE LENDER, AS THEIR INTERESTS MAY
APPEAR; PROVIDED THAT ANY SUCH PAYMENT SO REMITTED SHALL BE REPAID TO THE
SWINGLINE LENDER OR TO THE ADMINISTRATIVE AGENT, AS APPLICABLE, IF AND TO THE
EXTENT SUCH PAYMENT IS REQUIRED TO BE REFUNDED TO THE BORROWER FOR ANY REASON.
THE PURCHASE OF PARTICIPATIONS IN A SWINGLINE LOAN PURSUANT TO THIS PARAGRAPH
SHALL NOT CONSTITUTE A LOAN AND SHALL NOT RELIEVE THE BORROWER OF ITS OBLIGATION
TO REPAY SUCH SWINGLINE LOAN.
SECTION 2.05.
LETTERS OF CREDIT.
(A)
GENERAL.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, THE BORROWER MAY REQUEST THE ISSUANCE OF LETTERS OF
CREDIT FOR ITS OWN ACCOUNT, DENOMINATED IN US DOLLARS, EURO OR STERLING AND IN A
FORM REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND THE APPLICABLE
ISSUING BANK, AT ANY TIME AND