TO THE ADMINISTRATIVE AGENT AND, IN TURN, THE
ADMINISTRATIVE AGENT SHALL MAKE SUCH PROCEEDS AVAILABLE TO THE BORROWER ON THE
DATE SET FORTH IN THE RELEVANT SWINGLINE REQUEST.
(C)
REFINANCING SWING LOANS.
THE SWINGLINE LENDER MAY AT ANY
TIME FORWARD A DEMAND TO THE ADMINISTRATIVE AGENT (WHICH THE ADMINISTRATIVE
AGENT SHALL, UPON RECEIPT, FORWARD TO EACH REVOLVING CREDIT LENDER) THAT EACH
REVOLVING CREDIT LENDER PAY TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE
SWINGLINE LENDER, SUCH REVOLVING CREDIT LENDER'S PRO RATA SHARE OF ALL OR A
PORTION OF THE OUTSTANDING SWING LOANS.
EACH REVOLVING CREDIT LENDER SHALL PAY
SUCH PRO RATA SHARE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE SWINGLINE
LENDER.
UPON RECEIPT BY THE ADMINISTRATIVE AGENT OF SUCH PAYMENT (OTHER THAN
DURING THE CONTINUATION OF ANY EVENT OF DEFAULT UNDER SECTION 9.1(E)), SUCH
REVOLVING CREDIT LENDER SHALL BE DEEMED TO HAVE MADE A REVOLVING LOAN TO THE
BORROWER, WHICH, UPON RECEIPT OF SUCH PAYMENT BY THE SWINGLINE LENDER FROM THE
ADMINISTRATIVE AGENT, THE BORROWER SHALL BE DEEMED TO HAVE USED IN WHOLE TO
REFINANCE SUCH SWING LOAN.
IN ADDITION, REGARDLESS OF WHETHER ANY SUCH DEMAND
IS MADE, UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT UNDER SECTION 9.1(E), EACH
REVOLVING CREDIT LENDER SHALL BE DEEMED TO HAVE ACQUIRED, WITHOUT RECOURSE OR
WARRANTY, AN UNDIVIDED INTEREST AND PARTICIPATION IN EACH SWING LOAN IN AN
AMOUNT EQUAL TO SUCH LENDER'S PRO RATA SHARE OF SUCH SWING LOAN.
IF ANY PAYMENT
MADE BY ANY REVOLVING CREDIT LENDER AS A RESULT OF ANY SUCH DEMAND IS NOT DEEMED
A REVOLVING LOAN, SUCH PAYMENT SHALL BE DEEMED A FUNDING BY SUCH LENDER OF SUCH
PARTICIPATION.
SUCH PARTICIPATION SHALL NOT BE OTHERWISE REQUIRED TO BE
FUNDED.
UPON RECEIPT BY THE SWINGLINE LENDER OF ANY PAYMENT FROM ANY REVOLVING
CREDIT LENDER PURSUANT TO THIS CLAUSE (C) WITH RESPECT TO ANY PORTION OF ANY
SWING LOAN, THE SWINGLINE LENDER SHALL PROMPTLY PAY OVER TO SUCH REVOLVING
CREDIT LENDER ALL PAYMENTS OF PRINCIPAL (TO THE EXTENT RECEIVED AFTER SUCH
PAYMENT BY SUCH LENDER) AND INTEREST (TO THE EXTENT ACCRUED WITH RESPECT TO
PERIODS AFTER SUCH PAYMENT) RECEIVED BY THE SWINGLINE LENDER WITH RESPECT TO
SUCH PORTION.
(D)
OBLIGATION TO FUND ABSOLUTE.
EACH REVOLVING CREDIT LENDER'S
OBLIGATIONS PURSUANT TO CLAUSE (C) ABOVE SHALL BE ABSOLUTE, UNCONDITIONAL AND
IRREVOCABLE AND SHALL BE PERFORMED STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT UNDER ANY AND ALL CIRCUMSTANCES WHATSOEVER, INCLUDING (A) THE
EXISTENCE OF ANY SETOFF, CLAIM, ABATEMENT, RECOUPMENT, DEFENSE OR OTHER RIGHT
THAT SUCH LENDER, ANY AFFILIATE THEREOF OR ANY OTHER PERSON MAY HAVE AGAINST THE
SWINGLINE LENDER, ANY OTHER SECURED PARTY OR ANY OTHER PERSON, (B) THE FAILURE
OF ANY CONDITION PRECEDENT SET FORTH IN SECTION 3.2 TO BE SATISFIED OR THE
FAILURE OF THE BORROWER TO DELIVER ANY NOTICE SET FORTH IN SECTION 2.2(A) (EACH
OF WHICH REQUIREMENTS THE REVOLVING CREDIT LENDERS HEREBY IRREVOCABLY WAIVE) AND
(C) ANY ADVERSE CHANGE IN THE CONDITION (FINANCIAL OR OTHERWISE) OF ANY LOAN
PARTY.
SECTION 2.4
LETTERS OF CREDIT.