ASSIGNED TO EACH SUCH LENDER
AND EACH SUCH AFFILIATE, APPROVED FUND OR OTHER PERSON A PORTION OF ITS
REVOLVING CREDIT LOANS NECESSARY TO REFLECT PROPORTIONATELY THE REVOLVING CREDIT
COMMITMENTS AS ADJUSTED IN ACCORDANCE WITH THIS SUBSECTION (B), AND (2) IN CON-
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NECTION WITH SUCH ASSIGNMENT, EACH SUCH LENDER AND EACH SUCH AFFILIATE, APPROVED
FUND OR OTHER PERSON SHALL PAY TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF
THE OTHER LENDERS, SUCH AMOUNT AS SHALL BE NECESSARY TO APPROPRIATELY REFLECT
THE ASSIGNMENT TO IT OF REVOLVING CREDIT LOANS, AND IN CONNECTION WITH SUCH
MASTER ASSIGNMENT EACH SUCH OTHER LENDER MAY TREAT THE ASSIGNMENT OF EURODOLLAR
LOANS AS A PREPAYMENT OF SUCH EURODOLLAR LOANS FOR PURPOSES OF SECTION 4.15;
V.
EACH SUCH AFFILIATE, APPROVED FUND OR OTHER PERSON SHALL HAVE
DELIVERED TO THE ADMINISTRATIVE AGENT AND THE BORROWER ALL FORMS, IF ANY, THAT
ARE REQUIRED TO BE DELIVERED BY SUCH AFFILIATE, APPROVED FUND OR OTHER PERSON
PURSUANT TO SECTION 4.12; AND
VI.
THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT FOR
FURTHER DISTRIBUTION TO EACH LENDER A CERTIFICATE OF A FINANCIAL OFFICER
DEMONSTRATING COMPLIANCE ON A PRO FORMA BASIS WITH THE FINANCIAL COVENANTS
THROUGH THE REVOLVING CREDIT TERMINATION DATE AND THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED SUCH CUSTOMARY CERTIFICATES, LEGAL OPINIONS AND OTHER ITEMS AS IT
SHALL REASONABLY REQUEST IN CONNECTION WITH SUCH INCREASE.
2.5.
SWING LINE COMMITMENT.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE SWING LINE LENDER
AGREES TO MAKE SWING LINE LOANS (INDIVIDUALLY, A "SWING LINE LOAN";
COLLECTIVELY, THE "SWING LINE LOANS") TO THE BORROWER FROM TIME TO TIME DURING
THE REVOLVING CREDIT COMMITMENT PERIOD IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY
ONE TIME OUTSTANDING NOT TO EXCEED $20,000,000; PROVIDED THAT THE SWING LINE
LENDER SHALL NOT MAKE ANY SWING LINE LOAN IF, AFTER GIVING EFFECT THERETO, THE
SUM OF THE SWING LINE LOANS, THE REVOLVING CREDIT LOANS AND THE LETTER OF CREDIT
OBLIGATIONS (IN EACH CASE AFTER GIVING EFFECT TO THE LOANS REQUESTED TO BE MADE
AND THE LETTERS OF CREDIT REQUESTED TO BE ISSUED ON SUCH DATE) EXCEEDS THE
AGGREGATE REVOLVING CREDIT COMMITMENTS.
DURING THE REVOLVING CREDIT COMMITMENT
PERIOD, THE BORROWER MAY USE THE SWING LINE COMMITMENT BY BORROWING, PREPAYING
THE SWING LINE LOANS IN WHOLE OR IN PART, AND REBORROWING, ALL IN ACCORDANCE
WITH THE TERMS AND CONDITIONS HEREOF.
ALL SWING LINE LOANS SHALL BE MADE AS ABR
LOANS AND SHALL NOT BE ENTITLED TO BE CONVERTED INTO EURODOLLAR LOANS.
THE
BORROWER SHALL GIVE THE SWING LINE LENDER IRREVOCABLE NOTICE (WHICH NOTICE MUST
BE RECEIVED BY THE SWING LINE LENDER PRIOR TO 12:00 NOON, NEW YORK CITY TIME) ON
THE REQUESTED BORROWING DATE SPECIFYING THE AMOUNT OF THE REQUESTED SWING LINE
LOAN WHICH SHALL BE IN A MINIMUM AMOUNT OF $100,000 OR A WHOLE MULTIPLE OF
$100,000 IN EXCESS THEREOF.
THE PROCEEDS OF THE SWING LINE LOAN WILL BE MADE
AVAILABLE BY THE SWING LINE LENDER TO THE BORROWER AT THE HOUSTON OFFICE OF THE
SWING LINE LENDER SET FORTH IN SUBSECTION