PRO RATA SHARE THEREOF ON THE DATE THAT SUCH BASE RATE BORROWING
SHOULD HAVE OCCURRED. ON THE DATE OF SUCH REQUIRED PURCHASE, EACH LENDER SHALL
PROMPTLY TRANSFER, IN IMMEDIATELY AVAILABLE FUNDS, THE AMOUNT OF ITS
PARTICIPATING INTEREST TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE
SWINGLINE LENDER.
IF SUCH SWINGLINE LOAN BEARS INTEREST AT A RATE OTHER THAN
THE BASE RATE, SUCH SWINGLINE LOAN SHALL AUTOMATICALLY BECOME A BASE RATE LOAN
ON THE EFFECTIVE DATE OF ANY SUCH PARTICIPATION AND INTEREST SHALL BECOME
PAYABLE ON DEMAND.
EACH LENDER'S OBLIGATION TO MAKE A BASE RATE LOAN PURSUANT TO SECTION 2.5(B) OR
TO PURCHASE THE PARTICIPATING INTERESTS PURSUANT TO SECTION 2.5(C) 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 THAT SUCH LENDER OR ANY OTHER PERSON MAY HAVE OR CLAIM AGAINST
THE SWINGLINE LENDER, THE BORROWER OR ANY OTHER PERSON FOR ANY REASON
WHATSOEVER, (II) THE EXISTENCE OF A DEFAULT OR AN EVENT OF DEFAULT OR THE
TERMINATION OF ANY LENDER'S REVOLVING COMMITMENT, (III) THE EXISTENCE (OR
ALLEGED EXISTENCE) OF ANY EVENT OR CONDITION
WHICH HAS HAD OR COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (IV) ANY BREACH OF THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT BY THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY
LENDER OR (V) ANY OTHER CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER, WHETHER OR
NOT SIMILAR TO ANY OF THE FOREGOING. IF SUCH AMOUNT IS NOT IN FACT MADE
AVAILABLE TO THE SWINGLINE LENDER BY ANY LENDER, THE SWINGLINE LENDER SHALL BE
ENTITLED TO RECOVER SUCH AMOUNT ON DEMAND FROM SUCH LENDER, TOGETHER WITH
ACCRUED INTEREST THEREON FOR EACH DAY FROM THE DATE OF DEMAND THEREOF AT THE
FEDERAL FUNDS RATE. UNTIL SUCH TIME AS SUCH LENDER MAKES ITS REQUIRED PAYMENT,
THE SWINGLINE LENDER SHALL BE DEEMED TO CONTINUE TO HAVE OUTSTANDING SWINGLINE
LOANS IN THE AMOUNT OF THE UNPAID PARTICIPATION FOR ALL PURPOSES OF THE LOAN
DOCUMENTS.
IN ADDITION, SUCH LENDER SHALL BE DEEMED TO HAVE ASSIGNED ANY AND
ALL PAYMENTS MADE OF PRINCIPAL AND INTEREST ON ITS LOANS AND ANY OTHER AMOUNTS
DUE TO IT HEREUNDER, TO THE SWINGLINE LENDER TO FUND THE AMOUNT OF SUCH LENDER'S
PARTICIPATION INTEREST IN SUCH SWINGLINE LOANS THAT SUCH LENDER FAILED TO FUND
PURSUANT TO THIS SECTION, UNTIL SUCH AMOUNT HAS BEEN PURCHASED IN FULL.
FUNDING OF BORROWINGS.
EACH LENDER WILL MAKE AVAILABLE EACH LOAN TO BE MADE BY IT HEREUNDER ON THE
PROPOSED DATE THEREOF BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS BY 11:00
A.M. TO THE ADMINISTRATIVE
AGENT AT THE PAYMENT OFFICE; PROVIDED, THAT THE SWINGLINE LOANS WILL BE MADE AS
SET FORTH IN SECTION 2.5.
THE ADMINISTRATIVE AGENT WILL MAKE SUCH LOANS
AVAILABLE TO THE BORROWER OR THE CO-BORROWER, AS THE CASE MAY BE, BY PROMPTLY
CREDITING THE AMOUNTS THAT IT RECEIVES, IN LIKE FUNDS BY THE CLOSE OF BUSINESS
ON SUCH PROPOSED DATE, TO AN ACCOUNT MAINTAINED BY THE BORROWER OR THE
CO-BORROWER, AS THE CASE