AN UNDIVIDED PARTICIPATION INTEREST IN THE SWING LINE LOAN IN
AN AMOUNT EQUAL TO ITS PRO RATA SHARE OF THE DOLLAR EQUIVALENT OF SUCH SWING
LINE LOAN.
UPON REQUEST, EACH REVOLVING LENDER WILL IMMEDIATELY TRANSFER TO THE
SWING LINE LENDER, IN IMMEDIATELY AVAILABLE FUNDS, THE AMOUNT OF ITS
PARTICIPATION AND UPON RECEIPT THEREOF THE SWING LINE LENDER WILL DELIVER TO
SUCH REVOLVING LENDER A SWING LINE LOAN PARTICIPATION CERTIFICATE DATED THE DATE
OF RECEIPT OF SUCH FUNDS AND IN SUCH AMOUNT.
(D)
LENDERS' OBLIGATIONS UNCONDITIONAL.
EACH
REVOLVING LENDER'S OBLIGATION TO MAKE REVOLVING LOANS IN ACCORDANCE WITH
SECTION 2.1(C)(II) AND TO PURCHASE PARTICIPATING INTERESTS IN ACCORDANCE WITH
SECTION 2.1(C)(III) ABOVE SHALL, EXCEPT AS SET FORTH IN THE LAST SENTENCE OF
THIS CLAUSE (IV), BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT, EXCEPT AS SET
FORTH IN THE LAST SENTENCE OF THIS CLAUSE (IV), BE AFFECTED BY ANY CIRCUMSTANCE,
INCLUDING, WITHOUT LIMITATION, (A) ANY SET-OFF, COUNTERCLAIM, RECOUPMENT,
DEFENSE OR OTHER RIGHT WHICH SUCH REVOLVING LENDER MAY HAVE AGAINST THE SWING
LINE LENDER, THE BORROWER OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER; (B) THE
OCCURRENCE OR CONTINUANCE OF ANY EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT;
(C) ANY ADVERSE CHANGE IN THE CONDITION (FINANCIAL OR OTHERWISE) OF THE BORROWER
OR ANY OTHER PERSON; (D) ANY BREACH OF THIS AGREEMENT BY THE BORROWER OR ANY
OTHER PERSON; (E) ANY INABILITY OF THE BORROWER TO SATISFY THE CONDITIONS
PRECEDENT TO BORROWING SET FORTH IN THIS AGREEMENT ON THE DATE UPON WHICH SUCH
PARTICIPATING INTEREST IS TO BE PURCHASED OR (F) ANY OTHER CIRCUMSTANCE,
HAPPENING OR EVENT WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING.
IF ANY REVOLVING LENDER DOES NOT MAKE AVAILABLE TO THE SWING LINE LENDER THE
AMOUNT REQUIRED PURSUANT TO SECTION 2.1(C)(II) OR (III) ABOVE, AS THE CASE MAY
BE, THE SWING LINE LENDER SHALL BE ENTITLED TO RECOVER SUCH AMOUNT ON DEMAND
FROM SUCH REVOLVING LENDER, TOGETHER WITH INTEREST THEREON FOR EACH DAY FROM THE
DATE OF NON-PAYMENT UNTIL SUCH AMOUNT IS PAID IN FULL AT THE FEDERAL FUNDS RATE
FOR THE FIRST TWO BUSINESS DAYS AND AT THE BASE RATE THEREAFTER.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 2.1(C)(IV), NO
REVOLVING LENDER SHALL BE REQUIRED TO MAKE A REVOLVING LOAN TO THE BORROWER FOR
THE PURPOSE OF REFUNDING A SWING LINE LOAN PURSUANT TO SECTION 2.1(C)(II) ABOVE
OR TO PURCHASE A PARTICIPATING INTEREST IN A SWING LINE LOAN PURSUANT TO
SECTION 2.1(C)(III) IF AN EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING AND, PRIOR TO THE MAKING BY THE SWING LINE LENDER OF
SUCH SWING LINE LOAN, THE SWING LINE LENDER HAS RECEIVED WRITTEN NOTICE FROM
SUCH REVOLVING LENDER SPECIFYING THAT SUCH EVENT OF DEFAULT OR UNMATURED EVENT
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OF DEFAULT HAS OCCURRED AND IS CONTINUING, DESCRIBING THE NATURE THEREOF AND
STATING THAT, AS A RESULT THEREOF, SUCH REVOLVING LENDER SHALL CEASE TO MAKE
SUCH REFUNDED SWING LINE LOANS AND PURCHASE SUCH PARTICIPATING INTERESTS, AS THE
CASE MAY BE; PROVIDED, HOWEVER, THAT