THE DATE OF SUCH REQUIRED
PURCHASE, EACH LENDER SHALL PROMPTLY TRANSFER, IN IMMEDIATELY AVAILABLE FUNDS,
THE AMOUNT OF ITS PARTICIPATING INTEREST TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE SWINGLINE LENDER.
IF SUCH SWINGLINE LOAN BEARS INTEREST AT A
RATE OTHER THAN THE BASE RATE, SUCH SWINGLINE LOAN SHALL AUTOMATICALLY BECOME A
BASE RATE LOAN ON THE EFFECTIVE DATE OF ANY SUCH PARTICIPATION AND INTEREST
SHALL BECOME PAYABLE ON DEMAND.
(E)
EACH LENDER'S OBLIGATION TO MAKE A BASE RATE LOAN PURSUANT TO
SECTION 2.4(C) OR TO PURCHASE THE PARTICIPATING INTERESTS PURSUANT TO
SECTION 2.4(D) SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY
ANY CIRCUMSTANCE, INCLUDING WITHOUT LIMITATION (I) ANY SETOFF, COUNTERCLAIM,
RECOUPMENT, DEFENSE OR OTHER RIGHT THAT SUCH LENDER OR ANY OTHER PERSON MAY HAVE
OR CLAIM AGAINST THE SWINGLINE LENDER, THE BORROWER OR ANY OTHER PERSON FOR ANY
REASON WHATSOEVER, (II) THE EXISTENCE OF A DEFAULT OR AN EVENT OF DEFAULT OR THE
TERMINATION OF ANY LENDER'S REVOLVING COMMITMENT, (III) THE EXISTENCE (OR
ALLEGED EXISTENCE) OF ANY EVENT OR CONDITION
WHICH HAS HAD OR COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (IV) ANY BREACH OF THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT BY THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY
LENDER OR (V) ANY OTHER CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER, WHETHER OR
NOT SIMILAR TO ANY OF THE FOREGOING.
IF SUCH AMOUNT IS NOT IN FACT MADE
AVAILABLE TO THE SWINGLINE LENDER BY ANY LENDER, THE SWINGLINE LENDER SHALL BE
ENTITLED TO RECOVER SUCH AMOUNT ON DEMAND FROM SUCH LENDER, TOGETHER WITH
ACCRUED INTEREST THEREON FOR EACH DAY FROM THE DATE OF DEMAND THEREOF (I) AT THE
FEDERAL FUNDS RATE UNTIL THE SECOND BUSINESS DAY AFTER SUCH DEMAND AND (II) AT
THE BASE RATE AT ALL TIMES THEREAFTER.
UNTIL SUCH TIME AS SUCH LENDER MAKES ITS
REQUIRED PAYMENT, THE SWINGLINE LENDER SHALL BE DEEMED TO CONTINUE TO HAVE
OUTSTANDING SWINGLINE LOANS IN THE AMOUNT OF THE UNPAID PARTICIPATION FOR ALL
PURPOSES OF THE LOAN DOCUMENTS.
IN ADDITION, SUCH LENDER SHALL BE DEEMED TO
HAVE ASSIGNED ANY AND ALL PAYMENTS MADE OF PRINCIPAL AND INTEREST ON ITS LOANS
AND ANY OTHER AMOUNTS DUE TO IT HEREUNDER, TO THE SWINGLINE LENDER TO FUND THE
AMOUNT OF SUCH LENDER'S PARTICIPATION INTEREST IN SUCH SWINGLINE LOANS THAT SUCH
LENDER FAILED TO FUND PURSUANT TO THIS SECTION, UNTIL SUCH AMOUNT HAS BEEN
PURCHASED IN FULL.
SECTION 2.5.
FUNDING OF BORROWINGS.
(A)
EACH LENDER WILL MAKE AVAILABLE EACH LOAN TO BE MADE BY IT
HEREUNDER ON THE PROPOSED DATE THEREOF BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE
FUNDS BY 11:00 A.M. (ATLANTA, GEORGIA TIME) TO THE ADMINISTRATIVE AGENT AT THE
PAYMENT OFFICE; PROVIDED, THAT THE SWINGLINE LOANS WILL BE MADE AS SET FORTH IN
SECTION 2.4.
IF ANY BORROWING IS TO BE DENOMINATED IN AN
25
AVAILABLE FOREIGN CURRENCY, NOT LATER THAN 11:00 A.M. EACH LENDER WILL MAKE
AVAILABLE ITS PRO RATA SHARE OF SUCH BORROWING, IN IMMEDIATELY AVAILABLE FUNDS
AND IN THE AVAILABLE FOREIGN CURRENCY SO REQUESTED