WERE TO HAVE BEEN MADE PURSUANT TO THE NOTICE REFERRED TO IN
SECTION 2.06(D) (THE "REFUNDING DATE"),
13
PURCHASE FOR CASH AN UNDIVIDED PARTICIPATING INTEREST IN THE THEN OUTSTANDING
SWINGLINE LOANS EVIDENCED BY THE SERIES 2007-1 CLASS A-1 SWINGLINE NOTE HAVING
THE SAME ALPHANUMERIC LABEL AS SUCH ADVANCE SUB-CLASS (THE "APPLICABLE SWINGLINE
LOANS") BY PAYING TO THE SWINGLINE LENDER AN AMOUNT (THE "SWINGLINE
PARTICIPATION AMOUNT") EQUAL TO (I) ITS COMMITTED NOTE PURCHASER PERCENTAGE OF
THE RELATED INVESTOR GROUP'S COMMITMENT PERCENTAGE TIMES (II) THE SUM OF THE
AGGREGATE PRINCIPAL AMOUNT OF SWINGLINE LOANS THEN OUTSTANDING THAT WERE TO HAVE
BEEN REPAID WITH SUCH ADVANCES.
(F)
WHENEVER, AT ANY TIME AFTER THE SWINGLINE LENDER HAS RECEIVED
FROM ANY INVESTOR SUCH INVESTOR'S SWINGLINE PARTICIPATION AMOUNT, THE SWINGLINE
LENDER RECEIVES ANY PAYMENT ON ACCOUNT OF THE APPLICABLE SWINGLINE LOANS, THE
SWINGLINE LENDER WILL DISTRIBUTE TO SUCH INVESTOR ITS SWINGLINE PARTICIPATION
AMOUNT (APPROPRIATELY ADJUSTED, IN THE CASE OF INTEREST PAYMENTS, TO REFLECT THE
PERIOD OF TIME DURING WHICH SUCH INVESTOR'S PARTICIPATING INTEREST WAS
OUTSTANDING AND FUNDED AND, IN THE CASE OF PRINCIPAL AND INTEREST PAYMENTS, TO
REFLECT SUCH INVESTOR'S PRO RATA PORTION OF SUCH PAYMENT IF SUCH PAYMENT IS NOT
SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON ALL SWINGLINE LOANS THEN
DUE); PROVIDED, HOWEVER, THAT IN THE EVENT THAT SUCH PAYMENT RECEIVED BY THE
SWINGLINE LENDER IS REQUIRED TO BE RETURNED, SUCH INVESTOR WILL RETURN TO THE
SWINGLINE LENDER ANY PORTION THEREOF PREVIOUSLY DISTRIBUTED TO IT BY THE
SWINGLINE LENDER.
(G)
EACH APPLICABLE INVESTOR'S OBLIGATION TO MAKE THE ADVANCES
REFERRED TO IN SECTION 2.06(D) AND EACH COMMITTED NOTE PURCHASER'S OBLIGATION TO
PURCHASE PARTICIPATING INTERESTS PURSUANT TO SECTION 2.06(E) 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
INVESTOR, COMMITTED NOTE PURCHASER OR THE CO-ISSUERS MAY HAVE AGAINST THE
SWINGLINE LENDER, THE CO-ISSUERS 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 ARTICLE VII OTHER
THAN AT THE TIME THE RELATED SWINGLINE LOAN WAS MADE; (III) ANY ADVERSE CHANGE
IN THE CONDITION (FINANCIAL OR OTHERWISE) OF THE CO-ISSUERS; (IV) ANY BREACH OF
THIS AGREEMENT OR ANY OTHER INDENTURE DOCUMENT BY ANY CO-ISSUER OR ANY OTHER
PERSON; OR (V) ANY OTHER CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER, WHETHER OR
NOT SIMILAR TO ANY OF THE FOREGOING.
(H)
THE CO-ISSUERS MAY, UPON THREE BUSINESS DAYS' NOTICE TO THE
CLASS A-1 ADMINISTRATIVE AGENT AND THE SWINGLINE LENDER, EFFECT A PERMANENT
REDUCTION IN THE SWINGLINE COMMITMENT; PROVIDED THAT ANY SUCH REDUCTION WILL BE
LIMITED TO THE UNDRAWN PORTION OF THE SWINGLINE COMMITMENT.
IF REQUESTED BY THE
CO-ISSUERS IN WRITING AND WITH THE PRIOR WRITTEN CONSENT OF THE CLASS A-1
ADMINISTRATIVE AGENT, THE SWINGLINE LENDER MAY (BUT SHALL NOT BE OBLIGATED TO)
INCREASE THE AMOUNT OF THE SWINGLINE COMMITMENT; PROVIDED THAT, AFTER GIVING
EFFECT THERETO, THE AGGREGATE AMOUNT OF