NOTICE IS GIVEN.
UNLESS ANY OF THE EVENTS
DESCRIBED IN SECTION 7.1(E) HAS OCCURRED (IN WHICH EVENT THE PROCEDURES OF
SECTION 2.1.2(D) SHALL APPLY) AND REGARDLESS OF WHETHER THE CONDITIONS PRECEDENT
SET FORTH IN THIS AGREEMENT TO THE MAKING OF A REVOLVING LOAN ARE THEN
SATISFIED, EACH LENDER SHALL DISBURSE DIRECTLY TO THE ADMINISTRATIVE AGENT, ITS
REVOLVING CREDIT PERCENTAGE ON BEHALF OF THE SWING LINE LENDER, PRIOR TO 2:00
P.M., CHICAGO TIME, IN IMMEDIATELY AVAILABLE FUNDS ON THE DATE THAT NOTICE IS
GIVEN (PROVIDED THAT SUCH NOTICE IS GIVEN BY 12:00 P.M., CHICAGO TIME, ON SUCH
DATE).
THE PROCEEDS OF THOSE REVOLVING LOANS SHALL BE IMMEDIATELY PAID TO THE
SWING LINE LENDER AND APPLIED TO REPAY THE REFUNDED SWING LINE LOAN.
(D)
IF, PRIOR TO REFUNDING A SWING LINE LOAN WITH A REVOLVING LOAN
PURSUANT TO SECTION 2.1.2(C), ONE OF THE EVENTS DESCRIBED IN SECTION 7.1(E) HAS
OCCURRED, THEN, SUBJECT TO THE PROVISIONS OF SECTION 2.1.2(E) BELOW, EACH LENDER
SHALL, ON THE DATE SUCH REVOLVING LOAN WAS TO HAVE BEEN MADE FOR THE BENEFIT OF
THE BORROWER, PURCHASE FROM THE SWING LINE LENDER AN UNDIVIDED PARTICIPATION
INTEREST IN THE SWING LINE LOAN IN AN AMOUNT EQUAL TO ITS REVOLVING
4
CREDIT PERCENTAGE OF SUCH SWING LINE LOAN.
UPON REQUEST, EACH LENDER SHALL
PROMPTLY TRANSFER TO THE SWING LINE LENDER, IN IMMEDIATELY AVAILABLE FUNDS, THE
AMOUNT OF ITS PARTICIPATION INTEREST.
(E)
EACH LENDER'S OBLIGATION TO MAKE REVOLVING LOANS IN ACCORDANCE
WITH SECTION 2.1.2(C) AND TO PURCHASE PARTICIPATION INTERESTS IN ACCORDANCE WITH
SECTION 2.1.2(D) SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED
BY ANY CIRCUMSTANCE, INCLUDING (I) ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE
OR OTHER RIGHT THAT SUCH LENDER MAY HAVE AGAINST THE SWING LINE LENDER, ANY LOAN
PARTY OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER; (II) THE OCCURRENCE OR
CONTINUANCE OF ANY DEFAULT OR EVENT OF DEFAULT; (III) ANY INABILITY OF THE
BORROWER TO SATISFY THE CONDITIONS PRECEDENT TO BORROWING SET FORTH IN THIS
AGREEMENT AT ANY TIME OR (IV) ANY OTHER CIRCUMSTANCE, HAPPENING OR EVENT
WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING.
IF AND TO THE
EXTENT ANY LENDER SHALL NOT HAVE MADE AVAILABLE TO THE ADMINISTRATIVE AGENT OR
THE SWING LINE LENDER, AS APPLICABLE, BY 2:00 P.M., CHICAGO TIME, THE AMOUNT
REQUIRED PURSUANT TO SECTIONS 2.1.2(C) OR 2.1.2(D), AS THE CASE MAY BE, ON THE
BUSINESS DAY ON WHICH SUCH LENDER RECEIVES NOTICE FROM THE ADMINISTRATIVE AGENT
OF SUCH PAYMENT OR DISBURSEMENT (IT BEING UNDERSTOOD THAT ANY SUCH NOTICE
RECEIVED AFTER NOON, CHICAGO TIME, ON ANY BUSINESS DAY SHALL BE DEEMED TO HAVE
BEEN RECEIVED ON THE NEXT FOLLOWING BUSINESS DAY), SUCH LENDER AGREES TO PAY
INTEREST ON SUCH AMOUNT TO THE ADMINISTRATIVE AGENT FOR THE SWING LINE LENDER'S
ACCOUNT FORTHWITH ON DEMAND, FOR EACH DAY FROM THE DATE SUCH AMOUNT WAS TO HAVE
BEEN DELIVERED TO THE ADMINISTRATIVE AGENT TO THE DATE SUCH AMOUNT IS PAID, AT A
RATE PER ANNUM EQUAL TO (A) FOR THE FIRST THREE DAYS AFTER DEMAND, THE