SWINGLINE LOANS IN WHICH LENDERS
WILL PARTICIPATE.
IN EITHER SUCH CASE (I) THE ADMINISTRATIVE AGENT SHALL NOTIFY
EACH LENDER OF THE DETAILS THEREOF AND OF THE AMOUNT OF SUCH LENDER'S REVOLVING
LOAN OR PARTICIPATION INTEREST, AS THE CASE MAY BE, AND (II) EACH LENDER SHALL,
WHETHER OR NOT ANY DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, ANY
REPRESENTATION OR WARRANTY SHALL BE ACCURATE, ANY CONDITION TO THE MAKING OF ANY
LOAN HEREUNDER SHALL HAVE BEEN FULFILLED, OR ANY OTHER MATTER WHATSOEVER, MAKE
THE REVOLVING LOAN REQUIRED TO BE MADE BY IT, OR PURCHASE THE PARTICIPATION
REQUIRED TO BE PURCHASED BY IT, UNDER THIS PARAGRAPH BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS TO THE ACCOUNT OF THE ADMINISTRATIVE AGENT MOST
RECENTLY DESIGNATED BY IT FOR SUCH PURPOSE BY NOTICE TO THE LENDERS, (A) IN THE
EVENT THAT SUCH LENDER RECEIVES SUCH NOTICE PRIOR TO 12:00 NOON, NEW YORK CITY
TIME, ON ANY BUSINESS DAY, BY NO LATER THAN 3:00 P.M., NEW YORK CITY TIME, ON
SUCH BUSINESS DAY, OR (B) IN THE EVENT THAT SUCH LENDER RECEIVES SUCH NOTICE AT
OR AFTER 12:00 NOON, NEW YORK CITY TIME, ON ANY BUSINESS DAY, BY NO LATER THAN
1:00 P.M. NEW YORK CITY TIME ON THE IMMEDIATELY SUCCEEDING BUSINESS DAY.
ANY
LOANS MADE PURSUANT TO THIS PARAGRAPH (C) SHALL, FOR ALL PURPOSES HEREOF, BE
DEEMED TO BE REVOLVING LOANS REFERRED TO IN SECTION 2.1 AND MADE PURSUANT TO
SECTION 2.4(A), AND THE LENDERS' OBLIGATIONS TO MAKE SUCH LOANS SHALL BE
ABSOLUTE AND UNCONDITIONAL. THE ADMINISTRATIVE AGENT WILL MAKE SUCH LOANS, OR
THE AMOUNT OF SUCH PARTICIPATIONS, AS THE CASE MAY BE, AVAILABLE TO THE
SWINGLINE LENDER BY PROMPTLY CREDITING OR OTHERWISE TRANSFERRING THE AMOUNTS SO
RECEIVED, IN LIKE FUNDS, TO THE SWINGLINE LENDER.
EACH LENDER SHALL ALSO BE
LIABLE FOR AN AMOUNT EQUAL TO THE PRODUCT OF ITS PRO RATA REVOLVING COMMITMENT
AND ANY AMOUNTS PAID BY THE BORROWER PURSUANT TO THIS SECTION 2.10 THAT ARE
SUBSEQUENTLY RESCINDED OR AVOIDED, OR MUST OTHERWISE BE RESTORED OR RETURNED.
SUCH LIABILITIES SHALL BE ABSOLUTE AND UNCONDITIONAL AND WITHOUT REGARD TO THE
OCCURRENCE OF ANY DEFAULT OR THE COMPLIANCE BY THE BORROWER WITH ANY OF ITS
OBLIGATIONS UNDER THE LOAN DOCUMENTS. WHENEVER THE ADMINISTRATIVE AGENT IS
REIMBURSED BY THE BORROWER, FOR THE ACCOUNT OF THE SWINGLINE LENDER, FOR ANY
PAYMENT IN CONNECTION WITH SWINGLINE LOANS AND SUCH PAYMENT RELATES TO AN AMOUNT
PREVIOUSLY PAID BY A LENDER PURSUANT TO THIS SECTION, THE ADMINISTRATIVE AGENT
WILL PROMPTLY PAY OVER SUCH PAYMENT TO SUCH LENDER.
THE PURCHASE OF
PARTICIPATIONS IN A SWINGLINE LOAN OR THE MAKING BY THE LENDERS OF A REVOLVING
LOAN PURSUANT TO THIS PARAGRAPH SHALL NOT RELIEVE THE BORROWER OF ANY DEFAULT IN
THE PAYMENT THEREOF.
SECTION 2.11.
PAYMENTS GENERALLY; PRO RATA
TREATMENT; SHARING OF SETOFFS
(A)
EACH LOAN PARTY SHALL MAKE EACH PAYMENT
REQUIRED TO BE MADE BY IT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT (WHETHER OF
PRINCIPAL OF LOANS, LC DISBURSEMENTS, INTEREST OR FEES, OR OF
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AMOUNTS PAYABLE UNDER SECTIONS