THE ADMINISTRATIVE AGENT TO
THE SWING LINE LENDER FOR APPLICATION BY THE SWING LINE LENDER TO THE REPAYMENT
OF THE REFUNDED SWING LINE LOANS.
(D)
IF PRIOR TO THE TIME A REVOLVING CREDIT LOAN
WOULD HAVE OTHERWISE BEEN MADE PURSUANT TO SECTION 2.5(C), ONE OF THE EVENTS
DESCRIBED IN SECTION 7(F) SHALL HAVE OCCURRED AND BE CONTINUING WITH RESPECT TO
THE BORROWER OR IF FOR ANY OTHER REASON, AS DETERMINED BY THE SWING LINE LENDER
IN ITS SOLE DISCRETION, REVOLVING CREDIT LOANS MAY NOT BE MADE AS CONTEMPLATED
BY SECTION 2.5(C), EACH LENDER SHALL, ON THE DATE SUCH REVOLVING CREDIT LOAN WAS
TO HAVE BEEN MADE PURSUANT TO THE NOTICE REFERRED TO IN SECTION 2.5(C) (THE
"REFUNDING DATE"), PURCHASE FOR CASH AN UNDIVIDED PARTICIPATING INTEREST IN THE
THEN OUTSTANDING SWING LINE LOANS BY PAYING TO THE SWING LINE LENDER AN AMOUNT
(THE "SWING LINE PARTICIPATION AMOUNT") EQUAL TO (I) SUCH LENDER'S REVOLVING
CREDIT PERCENTAGE TIMES (II) THE SUM OF THE AGGREGATE PRINCIPAL AMOUNT OF SWING
LINE LOANS THEN OUTSTANDING WHICH WERE TO HAVE BEEN REPAID WITH SUCH REVOLVING
CREDIT LOANS.
(E)
WHENEVER, AT ANY TIME AFTER THE SWING LINE
LENDER HAS RECEIVED FROM ANY LENDER SUCH LENDER'S SWING LINE PARTICIPATION
AMOUNT, THE SWING LINE LENDER RECEIVES ANY PAYMENT ON ACCOUNT OF THE SWING LINE
LOANS, THE SWING LINE LENDER WILL DISTRIBUTE TO SUCH LENDER ITS SWING LINE
PARTICIPATION AMOUNT (APPROPRIATELY ADJUSTED, IN THE CASE OF INTEREST PAYMENTS,
TO REFLECT THE PERIOD OF TIME DURING WHICH SUCH LENDER'S PARTICIPATING INTEREST
WAS OUTSTANDING AND FUNDED AND, IN THE CASE OF PRINCIPAL AND INTEREST PAYMENTS,
TO REFLECT SUCH LENDER'S PRO RATA PORTION OF SUCH PAYMENT IF SUCH PAYMENT IS NOT
SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON ALL SWING LINE LOANS THEN
DUE); PROVIDED, HOWEVER, THAT IN THE EVENT THAT SUCH PAYMENT RECEIVED BY THE
SWING LINE LENDER IS REQUIRED TO BE RETURNED, SUCH LENDER WILL RETURN TO THE
SWING LINE LENDER ANY PORTION THEREOF PREVIOUSLY DISTRIBUTED TO IT BY THE SWING
LINE LENDER.
(F)
EACH LENDER'S OBLIGATION TO MAKE THE
REVOLVING CREDIT LOANS REFERRED TO IN SECTION 2.5(C) AND TO PURCHASE
PARTICIPATING INTERESTS PURSUANT TO SECTION 2.5(D) SHALL BE
A-3
ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE,
INCLUDING, WITHOUT LIMITATION, (I) ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE
OR OTHER RIGHT WHICH SUCH LENDER OR THE BORROWER MAY HAVE AGAINST THE SWING LINE
LENDER, THE BORROWER OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER; (II) THE
OCCURRENCE OR CONTINUANCE OF A DEFAULT OR AN EVENT OF DEFAULT OR THE FAILURE TO
SATISFY ANY OF THE OTHER CONDITIONS SPECIFIED IN SECTION 4; (III) ANY ADVERSE
CHANGE IN THE CONDITION (FINANCIAL OR OTHERWISE) OF THE BORROWER; (IV) ANY
BREACH OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY THE BORROWER, ANY OTHER
LOAN PARTY OR ANY OTHER LENDER; OR (V) ANY OTHER CIRCUMSTANCE, HAPPENING OR
EVENT WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING.
2.6
REPAYMENT OF LOANS; EVIDENCE OF
DEBT.
(A)
THE BORROWER HEREBY UNCONDITIONALLY PROMISES