LENDER SHALL MAKE AN AMOUNT
EQUAL TO ITS PRO RATA SHARE 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 1:00 P.M. ON THE 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 AND THE SWING LINE LENDER SHALL APPLY SUCH
FUNDS IN REPAYMENT OF THE SWING LINE LOAN.
(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.
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(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 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 FROM TIME TO TIME IN EFFECT.
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 TO ANY OF THE FOREGOING;
PROVIDED, HOWEVER, THAT EACH REVOLVING CREDIT LENDER'S OBLIGATION TO MAKE
REVOLVING CREDIT LOANS PURSUANT TO THIS SECTION 2.04(C) IS SUBJECT TO THE
CONDITIONS SET FORTH IN SECTION 4.02 (OTHER THAN DELIVERY OF A COMMITTED LOAN
NOTICE).
NO SUCH FUNDING OF RISK PARTICIPATIONS SHALL RELIEVE