NOTE SHALL REPRESENT THE OBLIGATION OF BORROWERS TO PAY
THE AMOUNT OF THE SWING LINE COMMITMENT OR, IF LESS, THE AGGREGATE UNPAID
PRINCIPAL AMOUNT OF ALL SWING LINE ADVANCES MADE TO BORROWERS TOGETHER WITH
INTEREST THEREON AS PRESCRIBED IN SECTION 1.2.
(III)
THE SWING LINE LENDER, AT ANY TIME AND FROM TIME TO TIME IN ITS
SOLE AND ABSOLUTE DISCRETION BUT NO LESS FREQUENTLY THAN ONCE WEEKLY, MAY ON
BEHALF OF BORROWERS (AND EACH BORROWER HEREBY IRREVOCABLY AUTHORIZES THE SWING
LINE LENDER TO SO ACT ON ITS BEHALF) REQUEST EACH REVOLVING LENDER TO MAKE A
REVOLVING CREDIT ADVANCE TO BORROWERS (WHICH SHALL BE AN INDEX RATE LOAN) IN AN
AMOUNT EQUAL TO THAT REVOLVING LENDER'S PRO RATA SHARE OF THE PRINCIPAL AMOUNT
OF THE SWING LINE LOAN (THE "REFUNDED SWING LINE LOAN") OUTSTANDING ON THE DATE
SUCH NOTICE IS GIVEN.
UNLESS ANY OF THE EVENTS DESCRIBED IN SECTIONS 7.1(F) AND
7.1(G) HAS OCCURRED (IN WHICH EVENT THE PROCEDURES OF SECTION 1.1(B)(IV) SHALL
APPLY) AND REGARDLESS OF WHETHER THE CONDITIONS PRECEDENT SET FORTH IN THIS
AGREEMENT TO THE MAKING OF A REVOLVING CREDIT ADVANCE ARE THEN SATISFIED, EACH
REVOLVING LENDER SHALL DISBURSE DIRECTLY TO AGENT, ITS PRO RATA SHARE OF A
REVOLVING CREDIT ADVANCE ON BEHALF OF THE SWING LINE LENDER, PRIOR TO 3:00 P.M.
(NEW YORK TIME), IN IMMEDIATELY AVAILABLE FUNDS ON THE BUSINESS DAY NEXT
SUCCEEDING THE DATE THAT NOTICE IS GIVEN.
THE PROCEEDS OF THOSE REVOLVING
CREDIT ADVANCES SHALL BE IMMEDIATELY PAID TO THE SWING LINE LENDER AND APPLIED
TO REPAY THE REFUNDED SWING LINE LOAN.
(IV)
IF, PRIOR TO REFUNDING A SWING LINE LOAN WITH A REVOLVING CREDIT
ADVANCE PURSUANT TO SECTION 1.1(B)(III), ONE OF THE EVENTS DESCRIBED IN SECTIONS
7.1(F) OR 7.1(G) HAS OCCURRED, THEN, SUBJECT TO THE PROVISIONS OF SECTION
1.1(B)(V) BELOW, EACH REVOLVING LENDER SHALL, ON THE DATE SUCH REVOLVING CREDIT
ADVANCE WAS TO HAVE BEEN MADE FOR THE BENEFIT OF ANY BORROWER, PURCHASE FROM THE
SWING LINE LENDER AN UNDIVIDED PARTICIPATION INTEREST IN THE SWING LINE LOAN IN
AN AMOUNT EQUAL TO ITS PRO RATA SHARE (DETERMINED WITH RESPECT TO THE REVOLVING
LOAN) OF SUCH SWING LINE LOAN.
UPON REQUEST, EACH REVOLVING LENDER SHALL
PROMPTLY TRANSFER TO THE SWING LINE LENDER, IN IMMEDIATELY AVAILABLE FUNDS, THE
AMOUNT OF ITS PARTICIPATION INTEREST.
(V)
EACH REVOLVING LENDER'S OBLIGATION TO MAKE REVOLVING CREDIT
ADVANCES IN ACCORDANCE WITH SECTION 1.1(B)(III) AND TO PURCHASE PARTICIPATION
INTERESTS IN ACCORDANCE WITH SECTION 1.1(B)(IV) SHALL BE ABSOLUTE AND
UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE, INCLUDING (A) ANY
SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT THAT SUCH REVOLVING
LENDER MAY HAVE AGAINST THE SWING LINE LENDER, ANY BORROWER OR ANY OTHER PERSON
FOR ANY REASON WHATSOEVER; (B) THE OCCURRENCE OR CONTINUANCE OF ANY DEFAULT OR
EVENT OF DEFAULT; (C) ANY INABILITY OF ANY BORROWER TO SATISFY THE CONDITIONS
PRECEDENT TO BORROWING SET FORTH IN THIS AGREEMENT AT ANY TIME OR (D) ANY OTHER
CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF
THE FOREGOING.
SWING LINE