TO A BORROWER MAY AT ANY TIME AND FOR ANY REASON, SO LONG AS
REVOLVING CREDIT LOANS HAVE NOT BEEN MADE PURSUANT TO SECTION 2.6(C) TO REPAY
SUCH ABR SWINGLINE LOAN AS REQUIRED BY SAID SECTION, BY WRITTEN NOTICE GIVEN TO
THE ADMINISTRATIVE AGENT NOT LATER THAN 12:00 NOON NEW YORK CITY TIME ON ANY
BUSINESS DAY, REQUIRE THE LENDERS TO ACQUIRE PARTICIPATIONS ON SUCH BUSINESS DAY
IN ALL OR A PORTION OF SUCH UNREFUNDED ABR SWINGLINE LOANS (THE "UNREFUNDED
SWINGLINE LOANS"), AND
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EACH LENDER SEVERALLY, UNCONDITIONALLY AND IRREVOCABLY AGREES THAT IT SHALL
PURCHASE AN UNDIVIDED PARTICIPATING INTEREST IN SUCH ABR SWINGLINE LOAN IN AN
AMOUNT EQUAL TO THE AMOUNT OF THE REVOLVING CREDIT LOAN WHICH OTHERWISE WOULD
HAVE BEEN MADE BY SUCH LENDER PURSUANT TO SECTION 2.6(C), WHICH PURCHASE SHALL
BE FUNDED BY THE TIME SUCH REVOLVING CREDIT LOAN WOULD HAVE BEEN REQUIRED TO BE
MADE PURSUANT TO SECTION 2.6(C).
IN THE EVENT THAT THE LENDERS PURCHASE
UNDIVIDED PARTICIPATING INTERESTS PURSUANT TO THE FIRST SENTENCE OF THIS
PARAGRAPH (D), EACH LENDER SHALL IMMEDIATELY TRANSFER TO THE ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF SUCH SWINGLINE LENDER, IN IMMEDIATELY AVAILABLE FUNDS,
THE AMOUNT OF ITS PARTICIPATION.
ANY LENDER HOLDING A PARTICIPATION IN AN
UNREFUNDED SWINGLINE LOAN MAY EXERCISE ANY AND ALL RIGHTS OF BANKER'S LIEN,
SETOFF OR COUNTERCLAIM WITH RESPECT TO ANY AND ALL MONEYS OWING BY THE RELEVANT
SWINGLINE BORROWER TO SUCH LENDER BY REASON THEREOF AS FULLY AS IF SUCH LENDER
HAD MADE A LOAN DIRECTLY TO SUCH SWINGLINE BORROWER IN THE AMOUNT OF SUCH
PARTICIPATION.
(E)
WHENEVER, AT ANY TIME AFTER ANY SWINGLINE
LENDER HAS RECEIVED FROM ANY LENDER SUCH LENDER'S PARTICIPATING INTEREST IN AN
ABR SWINGLINE LOAN, SUCH SWINGLINE LENDER RECEIVES ANY PAYMENT ON ACCOUNT
THEREOF, SUCH SWINGLINE LENDER WILL PROMPTLY DISTRIBUTE TO SUCH LENDER ITS
PARTICIPATING INTEREST IN SUCH 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); PROVIDED, HOWEVER, THAT IN
THE EVENT THAT SUCH PAYMENT RECEIVED BY SUCH SWINGLINE LENDER IS REQUIRED TO BE
RETURNED, SUCH LENDER WILL RETURN TO SUCH SWINGLINE LENDER ANY PORTION THEREOF
PREVIOUSLY DISTRIBUTED BY SUCH SWINGLINE LENDER TO IT.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS AGREEMENT, EACH LENDER'S OBLIGATION TO MAKE THE REVOLVING CREDIT LOANS
REFERRED TO IN SECTION 2.6(C) AND TO PURCHASE AND FUND PARTICIPATING INTERESTS
PURSUANT TO SECTION 2.6(D) SHALL BE 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 ANY
SWINGLINE BORROWER MAY HAVE AGAINST ANY SWINGLINE LENDER, ANY SWINGLINE BORROWER
OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER; (II) THE OCCURRENCE OR
CONTINUANCE OF A DEFAULT OR AN EVENT OF DEFAULT (OTHER THAN AN EVENT OF DEFAULT
DESCRIBED IN ARTICLE VI, PARAGRAPH (F) OR (G), IN THE CASE OF EACH LENDER'S
OBLIGATION TO MAKE REVOLVING CREDIT LOANS PURSUANT TO SECTION 2.6(C)) OR THE
FAILURE TO SATISFY ANY