MAKE ONE OR MORE REVOLVING CREDIT LOANS TO F.Y.I.
FROM TIME TO TIME FROM AND INCLUDING THE EFFECTIVE DATE TO BUT EXCLUDING THE
MATURITY DATE UP TO BUT NOT EXCEEDING THE AMOUNT OF SUCH LENDER'S COMMITMENT AS
THEN IN EFFECT; PROVIDED, HOWEVER, THAT (I) THE OUTSTANDING CREDIT APPLICABLE TO
A LENDER SHALL NOT AT ANY TIME EXCEED THE REMAINDER OF SUCH LENDER'S COMMITMENT
THEN IN EFFECT MINUS SUCH LENDER'S COMMITMENT PERCENTAGE OF THE SWINGLINE
ADVANCES THEN OUTSTANDING AND (II) THE OUTSTANDING CREDIT OF ALL LENDERS SHALL
NOT AT ANY TIME EXCEED THE REMAINDER OF THE COMMITMENTS THEN IN EFFECT MINUS THE
SWINGLINE ADVANCES THEN OUTSTANDING.
(SUCH REVOLVING CREDIT LOANS REFERRED TO
IN THIS SECTION 2.1(A) NOW OR HEREAFTER MADE BY THE LENDERS TO F.Y.I. FROM AND
INCLUDING AND AFTER THE EFFECTIVE DATE ARE HEREINAFTER COLLECTIVELY CALLED THE
"LOANS".)
ALL LOANS MADE BY THE LENDERS (AS DEFINED IN THIS AGREEMENT OR THE
PRIOR AGREEMENT) OR THEIR PREDECESSORS IN INTEREST TO F.Y.I. OR ANY SUBSIDIARY
OF F.Y.I. UNDER THE PRIOR AGREEMENT THAT ARE OUTSTANDING AS OF THE EFFECTIVE
DATE SHALL HEREAFTER BE LOANS HEREUNDER AND SHALL BE DEEMED TO HAVE BEEN MADE TO
F.Y.I. UNDER THIS AGREEMENT.
SUBJECT TO THE FOREGOING LIMITATIONS AND THE OTHER
TERMS AND CONDITIONS OF THIS AGREEMENT, F.Y.I. MAY, PRIOR TO THE MATURITY DATE,
BORROW, REPAY AND REBORROW THE LOANS HEREUNDER.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, F.Y.I. MAY FROM TIME TO TIME REQUEST, AND
BANK OF AMERICA MAY AT ITS DISCRETION FROM TIME TO TIME ADVANCE (BUT SHALL IN NO
EVENT BE OBLIGATED TO ADVANCE), LOANS WHICH ARE TO BE FUNDED SOLELY BY BANK OF
AMERICA (THE "SWINGLINE ADVANCES"); PROVIDED, HOWEVER, THAT (A) THE AGGREGATE
PRINCIPAL AMOUNT OF THE SWINGLINE ADVANCES OUTSTANDING AT ANY TIME SHALL NOT
EXCEED $10,000,000 AND THE AGGREGATE PRINCIPAL AMOUNT OF THE LOANS OUTSTANDING
AT ANY TIME (INCLUSIVE OF THE SWINGLINE ADVANCES) SHALL NOT EXCEED THE AGGREGATE
PRINCIPAL AMOUNT OF THE COMMITMENTS, (B) ALL SWINGLINE ADVANCES SHALL BEAR
INTEREST AS SET FORTH IN SECTION 2.4(A)(III), (C) EACH SWINGLINE ADVANCE SHALL
BE PAYABLE ON DEMAND, BUT IN ANY EVENT NO LATER THAN THE 7TH DAY AFTER THE
MAKING OF SUCH SWINGLINE ADVANCE, AND (D) BANK OF AMERICA SHALL GIVE THE
ADMINISTRATIVE AGENT AND EACH LENDER WRITTEN NOTICE OF THE AGGREGATE OUTSTANDING
PRINCIPAL AMOUNT OF THE SWINGLINE ADVANCES UPON THE WRITTEN REQUEST OF THE
ADMINISTRATIVE AGENT OR ANY LENDER (BUT NO MORE OFTEN THAN ONCE EVERY CALENDAR
QUARTER).
FURTHERMORE, UPON ONE BUSINESS DAY'S PRIOR WRITTEN NOTICE GIVEN BY
BANK OF AMERICA TO THE ADMINISTRATIVE AGENT AND THE OTHER LENDERS AT ANY TIME
AND FROM TIME TO TIME (INCLUDING, WITHOUT LIMITATION, AT ANY TIME FOLLOWING THE
OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT) AND, IN ANY EVENT AND WITHOUT
THE NECESSITY OF ANY SUCH NOTICE, ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE
MATURITY DATE, EACH LENDER (INCLUDING, WITHOUT LIMITATION, BANK OF AMERICA)
SEVERALLY AGREES, AS PROVIDED IN THE FIRST SENTENCE OF THIS SECTION 2.1(A), AND
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED