SUCH BORROWING.
IN THE EVENT
THAT ANY REVOLVING LOAN CANNOT FOR ANY REASON BE MADE ON THE DATE OTHERWISE
REQUIRED ABOVE (INCLUDING, AS A RESULT OF THE COMMENCEMENT OF A PROCEEDING UNDER
THE U.S. BANKRUPTCY CODE WITH RESPECT TO BORROWER OR ANY OTHER PERSON), THEN
EACH LENDER HEREBY AGREES THAT IT SHALL FORTHWITH PURCHASE (AS OF THE DATE SUCH
BORROWING WOULD OTHERWISE HAVE OCCURRED, BUT ADJUSTED FOR ANY PAYMENTS RECEIVED
FROM BORROWER ON OR AFTER SUCH DATE AND PRIOR TO SUCH PURCHASE) FROM THE SWING
LINE LENDER SUCH PARTICIPATIONS IN THE OUTSTANDING SWING LINE LOANS AS SHALL BE
NECESSARY TO CAUSE EACH SUCH LENDER TO SHARE IN SUCH SWING LINE LOANS RATABLY
BASED UPON ITS REVOLVING COMMITMENT AMOUNT (DETERMINED BEFORE GIVING EFFECT TO
ANY TERMINATION OF THE COMMITMENTS PURSUANT TO THIS AGREEMENT), PROVIDED, THAT
(A) ALL INTEREST PAYABLE ON THE SWING LINE LOANS SHALL BE FOR THE ACCOUNT OF THE
SWING LINE LENDER UNTIL THE DATE AS OF WHICH THE RESPECTIVE PARTICIPATION IS
PURCHASED AND (B) AT THE TIME ANY PURCHASE OF PARTICIPATIONS PURSUANT TO THIS
SENTENCE IS ACTUALLY MADE, THE PURCHASING LENDER SHALL BE REQUIRED TO PAY TO THE
SWING LINE LENDER, TO THE EXTENT NOT PAID TO THE SWING LINE LENDER BY BORROWER
IN ACCORDANCE WITH THE TERMS OF THE RELEVANT REVOLVING NOTE, INTEREST ON THE
PRINCIPAL AMOUNT OF PARTICIPATION PURCHASED FOR EACH DAY FROM AND INCLUDING THE
DAY UPON WHICH SUCH BORROWING WOULD OTHERWISE HAVE OCCURRED TO BUT EXCLUDING THE
DATE OF PAYMENT FOR SUCH PARTICIPATION, AT THE RATE EQUAL TO THE FEDERAL FUNDS
RATE.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE
OBLIGATION OF EACH LENDER HOLDING A REVOLVING COMMITMENT TO MAKE REVOLVING LOANS
FOR THE PURPOSE OF REPAYING SWING LINE LOANS AND EACH SUCH LENDER'S OBLIGATION
TO PURCHASE A PARTICIPATION IN ANY UNPAID SWING LINE LOANS SHALL BE ABSOLUTE AND
UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE OR EVENT WHATSOEVER,
INCLUDING WITHOUT LIMITATION (X) ANY SETOFF,
27
COUNTERCLAIM, RECOUPMENT, DEFENSE OR ANY OTHER RIGHT THAT SUCH LENDER MAY HAVE
AGAINST THE SWING LINE LENDER, ADMINISTRATIVE AGENT OR THE BORROWERS OR ANY
OTHER PERSON FOR ANY REASON WHATSOEVER, (Y) THE OCCURRENCE OF A DEFAULT OR EVENT
OF DEFAULT, OR (Z) ANY BREACH OF THIS AGREEMENT BY ANY PART HERETO.
Section 2.7
Prepayments.
(A)
MANDATORY PREPAYMENTS FOR BORROWING BASE
DEFICIENCY.
IF AT ANY TIME A BORROWING BASE DEFICIENCY EXISTS, THE BORROWERS
SHALL IMMEDIATELY PAY ON THE PRINCIPAL OF THE ADVANCES IN RESPECT OF THE
REVOLVING LOANS AND THE SWING LINE LOANS AN AMOUNT EQUAL TO SUCH BORROWING BASE
DEFICIENCY.
ANY SUCH PAYMENTS SHALL BE APPLIED FIRST AGAINST SWING LINE LOANS
AND THEN AGAINST REVOLVING LOANS CONSISTING OF BASE RATE ADVANCES AND THEN TO
REVOLVING LOANS CONSISTING OF QUOTED RATE AND LIBOR RATE ADVANCES, IN ORDER,
STARTING WITH THE QUOTED RATE OR LIBOR RATE ADVANCES HAVING THE SHORTEST TIME TO
THE END OF THE APPLICABLE INTEREST PERIOD.
FOLLOWING PAYMENT OF THE SWING LINE
LOANS AS REQUIRED BY THIS PARAGRAPH (A), THE REMAINING AMOUNT