PRO RATA SHARE OF THE APPLICABLE UNPAID AMOUNT TOGETHER WITH
ACCRUED INTEREST THEREON. UPON ONE (1) BUSINESS DAY'S NOTICE FROM SWING LINE
LENDER, EACH LENDER HOLDING A REVOLVING COMMITMENT SHALL DELIVER TO SWING LINE
LENDER AN AMOUNT EQUAL TO ITS RESPECTIVE PARTICIPATION IN THE APPLICABLE UNPAID
AMOUNT IN SAME DAY FUNDS AT THE PRINCIPAL OFFICE OF SWING LINE LENDER. IN ORDER
TO EVIDENCE SUCH PARTICIPATION EACH LENDER HOLDING A REVOLVING COMMITMENT AGREES
TO ENTER INTO A PARTICIPATION AGREEMENT AT THE REQUEST OF SWING LINE LENDER IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO SWING LINE LENDER. IN THE EVENT
ANY LENDER HOLDING A REVOLVING COMMITMENT FAILS TO MAKE AVAILABLE TO SWING LINE
LENDER THE AMOUNT OF SUCH LENDER'S PARTICIPATION AS PROVIDED IN THIS PARAGRAPH,
SWING LINE LENDER SHALL BE ENTITLED TO RECOVER SUCH AMOUNT ON DEMAND FROM SUCH
LENDER TOGETHER WITH INTEREST THEREON FOR THREE BUSINESS DAYS AT THE RATE
CUSTOMARILY USED BY SWING LINE LENDER FOR THE CORRECTION OF ERRORS AMONG BANKS
AND THEREAFTER AT THE BASE RATE, AS APPLICABLE.
(F)
NOTWITHSTANDING ANYTHING CONTAINED HEREIN
TO THE CONTRARY, (1) EACH LENDER'S OBLIGATION TO MAKE REVOLVING LOANS FOR THE
PURPOSE OF REPAYING ANY REFUNDED SWING LINE LOANS PURSUANT TO THE SECOND
PRECEDING PARAGRAPH AND EACH LENDER'S OBLIGATION TO PURCHASE A PARTICIPATION IN
ANY UNPAID SWING LINE LOANS PURSUANT TO THE IMMEDIATELY PRECEDING PARAGRAPH
SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY
CIRCUMSTANCE, INCLUDING (A) ANY SET-OFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR
OTHER RIGHT WHICH SUCH LENDER MAY HAVE AGAINST SWING LINE LENDER, ANY LOAN PARTY
OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER; (B) THE OCCURRENCE OR
CONTINUATION OF A DEFAULT OR EVENT OF DEFAULT; (C) ANY ADVERSE CHANGE IN THE
BUSINESS, OPERATIONS, PROPERTIES, ASSETS, CONDITION (FINANCIAL OR OTHERWISE) OR
PROSPECTS OF ANY LOAN PARTY; (D) ANY BREACH OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT BY ANY PARTY THERETO; OR (E) ANY OTHER CIRCUMSTANCE, HAPPENING OR EVENT
WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING; PROVIDED THAT SUCH
OBLIGATIONS OF EACH LENDER ARE SUBJECT TO THE CONDITION THAT SWING LINE LENDER
BELIEVED IN GOOD FAITH THAT ALL CONDITIONS UNDER SECTION 3.02 TO THE MAKING OF
THE APPLICABLE REFUNDED SWING LINE LOANS OR OTHER UNPAID SWING LINE LOANS, WERE
SATISFIED AT THE TIME SUCH REFUNDED SWING LINE LOANS OR UNPAID SWING LINE LOANS
WERE MADE, OR THE SATISFACTION OF ANY SUCH CONDITION NOT SATISFIED HAD BEEN
WAIVED BY REQUISITE LENDERS PRIOR TO OR AT THE TIME SUCH REFUNDED SWING LINE
LOANS OR OTHER UNPAID SWING LINE LOANS WERE MADE; AND (2) SWING LINE LENDER
SHALL NOT BE OBLIGATED TO MAKE ANY SWING LINE LOANS (A) IF IT HAS ELECTED NOT TO
DO SO AFTER THE OCCURRENCE AND DURING THE CONTINUATION OF A DEFAULT OR EVENT OF
DEFAULT OR (B) AT A TIME WHEN A FUNDING DEFAULT EXISTS UNLESS SWING LINE LENDER
HAS ENTERED INTO ARRANGEMENTS SATISFACTORY TO IT AND BORROWER TO ELIMINATE SWING
LINE LENDER'S RISK WITH RESPECT TO THE DEFAULTING LENDER'S PARTICIPATION IN SUCH
SWING