A BASE RATE LOAN.
THE LOAN PARTIES SHALL REPAY THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF EACH
SWING LINE LOAN UPON DEMAND THEREFOR BY THE ADMINISTRATIVE AGENT.
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(B)
THE ENTIRE UNPAID BALANCE OF EACH SWING LINE LOAN AND ALL OTHER
NONCONTINGENT OBLIGATIONS SHALL BE IMMEDIATELY DUE AND PAYABLE IN FULL IN
IMMEDIATELY AVAILABLE FUNDS ON THE TERMINATION DATE IF NOT SOONER PAID IN FULL.
(C)
THE SWING LINE LENDER, AT ANY TIME AND FROM TIME TO TIME NO LESS
FREQUENTLY THAN ONCE WEEKLY, SHALL ON BEHALF OF THE LOAN PARTIES (AND THE LOAN
PARTIES HEREBY IRREVOCABLY AUTHORIZES THE SWING LINE LENDER TO SO ACT ON ITS
BEHALF) REQUEST EACH LENDER WITH A REVOLVING COMMITMENT (INCLUDING THE SWING
LINE LENDER) TO MAKE A REVOLVING LOAN TO THE LOAN PARTIES (WHICH SHALL BE A BASE
RATE LOAN) IN AN AMOUNT EQUAL TO THAT LENDER'S PRO RATA SHARE OF THE PRINCIPAL
AMOUNT OF ALL SWING LINE LOANS (THE "REFUNDED SWING LINE LOAN") OUTSTANDING ON
THE DATE SUCH NOTICE IS GIVEN. UNLESS ANY OF THE EVENTS DESCRIBED IN
SECTION 13.1.4 HAS OCCURRED (IN WHICH EVENT THE PROCEDURES OF
SECTION 2.2.4(D) SHALL APPLY) AND REGARDLESS OF WHETHER THE CONDITIONS PRECEDENT
SET FORTH IN THIS AGREEMENT TO THE MAKING OF A REVOLVING LOAN ARE THEN
SATISFIED, EACH LENDER SHALL DISBURSE DIRECTLY TO THE ADMINISTRATIVE AGENT, ITS
PRO RATA SHARE ON BEHALF OF THE SWING LINE LENDER, PRIOR TO 2:00 P.M., CHICAGO
TIME, IN IMMEDIATELY AVAILABLE FUNDS ON THE DATE THAT NOTICE IS GIVEN (PROVIDED
THAT SUCH NOTICE IS GIVEN BY 12:00 P.M., CHICAGO TIME, ON SUCH DATE). THE
PROCEEDS OF THOSE REVOLVING LOANS SHALL BE IMMEDIATELY PAID TO THE SWING LINE
LENDER AND APPLIED TO REPAY THE REFUNDED SWING LINE LOAN.
(D)
IF, PRIOR TO REFUNDING A SWING LINE LOAN WITH A REVOLVING LOAN
PURSUANT TO SECTION 2.2.4(C), ONE OF THE EVENTS DESCRIBED IN SECTION 13.1.4 HAS
OCCURRED, THEN, SUBJECT TO THE PROVISIONS OF SECTION 2.2.4(E) BELOW, EACH LENDER
SHALL, ON THE DATE SUCH REVOLVING LOAN WAS TO HAVE BEEN MADE FOR THE BENEFIT OF
THE LOAN PARTIES, PURCHASE FROM THE SWING LINE LENDER AN UNDIVIDED PARTICIPATION
INTEREST IN THE SWING LINE LOAN IN AN AMOUNT EQUAL TO ITS PRO RATA SHARE OF SUCH
SWING LINE LOAN. UPON REQUEST, EACH LENDER SHALL PROMPTLY TRANSFER TO THE SWING
LINE LENDER, IN IMMEDIATELY AVAILABLE FUNDS, THE AMOUNT OF ITS PARTICIPATION
INTEREST.
(E)
EACH LENDER'S OBLIGATION TO MAKE REVOLVING LOANS IN ACCORDANCE
WITH SECTION 2.2.4(C) AND TO PURCHASE PARTICIPATION INTERESTS IN ACCORDANCE WITH
SECTION 2.2.4(D) SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED
BY ANY CIRCUMSTANCE, INCLUDING (I) ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE
OR OTHER RIGHT THAT SUCH LENDER MAY HAVE AGAINST THE SWING LINE LENDER, THE
COMPANY OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER; (II) THE OCCURRENCE OR
CONTINUANCE OF ANY UNMATURED EVENT OF DEFAULT OR EVENT OF DEFAULT; (III) ANY
INABILITY OF THE COMPANY TO SATISFY THE CONDITIONS PRECEDENT TO BORROWING SET
FORTH IN THIS AGREEMENT AT ANY TIME OR (IV) ANY OTHER