REQUEST WITHOUT THE
NECESSITY OF RECEIPT OF SUCH WRITTEN CONFIRMATION) AND RECEIVED BY THE
ADMINISTRATIVE AGENT NOT LATER THAN TWELVE O'CLOCK NOON (12:00). (PHILADELPHIA
TIME) ON THE BUSINESS DAY SUCH SWING LINE LOAN IS TO BE MADE (OR SUCH LATER TIME
AS THE SWING LINE LENDER SHALL AGREE), SPECIFYING IN EACH CASE (I) THE AMOUNT TO
BE BORROWED AND (II) THE REQUESTED BORROWING DATE.
THE REQUEST FOR SUCH SWING
LINE LOAN SHALL BE IRREVOCABLE.
PROVIDED THAT ALL APPLICABLE CONDITIONS
PRECEDENT CONTAINED HEREIN HAVE BEEN SATISFIED, THE SWING LINE LENDER SHALL, NOT
LATER THAN 4:00 P.M., PHILADELPHIA TIME, ON THE DATE SPECIFIED IN THE BORROWERS'
REQUEST FOR SUCH SWING LINE LOAN, MAKE SUCH SWING LINE LOAN BY CREDITING THE
BORROWERS' DEPOSIT ACCOUNT WITH THE SWING LINE LENDER OR AS OTHERWISE DIRECTED
BY THE BORROWERS.
(III)
THE OBLIGATION OF THE BORROWERS TO REPAY THE
SWING LINE LOANS SHALL BE EVIDENCED BY A PROMISSORY NOTE OF THE BORROWERS DATED
THE DATE HEREOF, PAYABLE TO THE ORDER OF THE SWING LINE LENDER IN THE PRINCIPAL
AMOUNT OF THE SWING LINE COMMITMENT AND SUBSTANTIALLY IN THE FORM OF EXHIBIT A-2
(AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "SWING
LINE NOTE").
THE OBLIGATION OF THE BORROWERS TO REPAY THE SWING LINE LOANS
SHALL BE JOINT AND SEVERAL.
(IV)
THE BORROWERS SHALL HAVE THE RIGHT AT ANY TIME
AND FROM TIME TO TIME TO PREPAY THE SWING LINE LOANS, IN WHOLE OR IN PART,
WITHOUT PREMIUM OR PENALTY (BUT IN ANY EVENT SUBJECT TO SECTION 2.18 EXCEPT IN
THE CASE OF SWING LINE LOANS BEARING INTEREST BASED ON THE BASE RATE), UPON
PRIOR WRITTEN, FACSIMILE OR TELEPHONIC NOTICE TO THE SWING LINE LENDER GIVEN NO
LATER THAN 11:00 A.M., PHILADELPHIA TIME, ON THE DATE OF ANY PROPOSED PREPAYMENT
(EACH SUCH DATE, A "SWING LINE PREPAYMENT DATE").
EACH NOTICE OF PREPAYMENT
SHALL SPECIFY THE AMOUNT TO BE PREPAID (WHICH, EXCEPT IN THE CASE OF PAYMENT IN
FULL, SHALL BE IN THE PRINCIPAL AMOUNT OF $100,000 OR IN INTEGRAL MULTIPLES OF
$50,000 IN EXCESS THEREOF), SHALL BE IRREVOCABLE AND SHALL COMMIT THE BORROWERS
TO PREPAY SUCH AMOUNT ON SUCH DATE, WITH ACCRUED INTEREST THEREON AND ANY
AMOUNTS OWED UNDER SECTION 2.18 HEREOF.
UNLESS THE BORROWERS SHALL HAVE
NOTIFIED THE ADMINISTRATIVE AGENT PRIOR TO 11:00 A.M., PHILADELPHIA TIME, THAT
THE BORROWERS INTEND TO PREPAY SUCH SWING LINE LOANS WITH FUNDS OTHER THAN THE
PROCEEDS OF A REVOLVER LOAN OR SHALL HAVE REQUESTED IN ACCORDANCE WITH SECTION
2.4 HEREOF THE MAKING OF A LIBOR LOAN IN DOLLARS TO MAKE SUCH PREPAYMENT, THE
BORROWERS SHALL BE DEEMED TO HAVE GIVEN NOTICE TO THE ADMINISTRATIVE AGENT
REQUESTING THE LENDERS TO MAKE REVOLVER LOANS WHICH SHALL EARN INTEREST AT THE
BASE RATE IN EFFECT ON SUCH SWING LINE PREPAYMENT DATE IN AN AGGREGATE AMOUNT
EQUAL TO THE AMOUNT OF SUCH SWING LINE LOANS BEING PREPAID PLUS INTEREST
THEREON, AND SUBJECT TO SATISFACTION OR WAIVER OF THE CONDITIONS SPECIFIED IN
SECTION 4.2, THE LENDERS SHALL, ON SUCH SWING LINE PREPAYMENT DATE,