THE REQUIREMENTS OF SECTION 2.02, WITHOUT REGARD TO THE
MINIMUM AND MULTIPLES SPECIFIED THEREIN FOR THE PRINCIPAL AMOUNT OF BASE RATE
LOANS, BUT SUBJECT TO THE UNUTILIZED PORTION OF THE AGGREGATE REVOLVING CREDIT
COMMITMENTS AND THE CONDITIONS SET FORTH IN SECTION 4.02.
THE SWING LINE LENDER
SHALL FURNISH THE BORROWER WITH A COPY OF THE APPLICABLE COMMITTED LOAN NOTICE
PROMPTLY AFTER DELIVERING SUCH NOTICE TO THE ADMINISTRATIVE AGENT.
EACH
REVOLVING CREDIT LENDER SHALL MAKE AN AMOUNT EQUAL TO ITS APPLICABLE PERCENTAGE
OF THE AMOUNT SPECIFIED IN SUCH COMMITTED LOAN NOTICE AVAILABLE TO THE
ADMINISTRATIVE AGENT IN IMMEDIATELY AVAILABLE FUNDS FOR THE ACCOUNT OF THE SWING
LINE LENDER AT THE ADMINISTRATIVE AGENT'S OFFICE NOT LATER THAN 11:00 A.M. ON
THE BUSINESS DAY SPECIFIED IN SUCH COMMITTED LOAN NOTICE, WHEREUPON, SUBJECT TO
SECTION 2.04(C)(II), EACH REVOLVING CREDIT LENDER THAT SO MAKES FUNDS AVAILABLE
SHALL BE DEEMED TO HAVE MADE A BASE RATE LOAN TO THE BORROWER IN SUCH AMOUNT.
THE ADMINISTRATIVE AGENT SHALL REMIT THE FUNDS SO RECEIVED TO THE SWING LINE
LENDER.
(II)
IF FOR ANY REASON ANY SWING LINE LOAN CANNOT BE REFINANCED BY
SUCH A REVOLVING CREDIT BORROWING IN ACCORDANCE WITH SECTION 2.04(C)(I), THE
REQUEST FOR BASE RATE LOANS SUBMITTED BY THE SWING LINE LENDER AS SET FORTH
HEREIN SHALL BE DEEMED TO BE A REQUEST BY THE SWING LINE LENDER THAT EACH OF THE
REVOLVING CREDIT LENDERS FUND ITS RISK PARTICIPATION IN THE RELEVANT SWING LINE
LOAN AND EACH REVOLVING CREDIT LENDER'S PAYMENT TO THE ADMINISTRATIVE AGENT FOR
THE ACCOUNT OF THE SWING LINE LENDER PURSUANT TO SECTION 2.04(C)(I) SHALL BE
DEEMED PAYMENT IN RESPECT OF SUCH PARTICIPATION.
(III)
IF ANY REVOLVING CREDIT LENDER FAILS TO MAKE AVAILABLE TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE SWING LINE LENDER ANY AMOUNT
REQUIRED TO BE PAID BY SUCH LENDER
42
PURSUANT TO THE FOREGOING PROVISIONS OF THIS SECTION 2.04(C) BY THE TIME
SPECIFIED IN SECTION 2.04(C)(I), THE SWING LINE LENDER SHALL BE ENTITLED TO
RECOVER FROM SUCH LENDER (ACTING THROUGH THE ADMINISTRATIVE AGENT), ON DEMAND,
SUCH AMOUNT WITH INTEREST THEREON FOR THE PERIOD FROM THE DATE SUCH PAYMENT IS
REQUIRED TO THE DATE ON WHICH SUCH PAYMENT IS IMMEDIATELY AVAILABLE TO THE SWING
LINE LENDER AT A RATE PER ANNUM EQUAL TO THE FEDERAL FUNDS RATE.
A CERTIFICATE
OF THE SWING LINE LENDER SUBMITTED TO ANY LENDER (THROUGH THE ADMINISTRATIVE
AGENT) WITH RESPECT TO ANY AMOUNTS OWING UNDER THIS CLAUSE (III) SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR.
(IV)
EACH REVOLVING CREDIT LENDER'S OBLIGATION TO MAKE REVOLVING CREDIT
LOANS OR TO PURCHASE AND FUND RISK PARTICIPATIONS IN SWING LINE LOANS PURSUANT
TO THIS SECTION 2.04(C) SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE
AFFECTED BY ANY CIRCUMSTANCE, INCLUDING (A) ANY SETOFF, COUNTERCLAIM,
RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH SUCH LENDER MAY HAVE AGAINST THE SWING
LINE LENDER, THE BORROWER OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER, (B) THE
OCCURRENCE OR CONTINUANCE OF A DEFAULT, OR (C) ANY OTHER OCCURRENCE, EVENT OR
CONDITION, WHETHER OR NOT SIMILAR