SWING LINE LENDER HEREBY AGREES, SUBJECT TO
THE LIMITATIONS SET FORTH IN THE LAST PARAGRAPH OF SUBSECTION 2.1A(II) AND SET
FORTH BELOW WITH RESPECT TO THE MAXIMUM AMOUNT OF SWING LINE LOANS PERMITTED TO
BE OUTSTANDING FROM TIME TO TIME, IN RELIANCE UPON THE AGREEMENTS OF THE OTHER
REVOLVING LENDERS SET FORTH AND CONTAINED IN THIS SECTION 2.1A(III), TO MAKE A
PORTION OF THE REVOLVING LOAN COMMITMENTS AVAILABLE TO COMPANY FROM TIME TO TIME
DURING THE PERIOD FROM THE CLOSING DATE TO BUT EXCLUDING THE REVOLVING LOAN
COMMITMENT TERMINATION DATE BY MAKING SWING LINE LOANS TO COMPANY IN AN
AGGREGATE AMOUNT NOT EXCEEDING THE AMOUNT OF THE SWING LINE LOAN COMMITMENT TO
BE USED FOR THE PURPOSES IDENTIFIED IN SUBSECTION 2.5B, NOTWITHSTANDING THE FACT
THAT SUCH SWING LINE LOANS, WHEN AGGREGATED WITH SWING LINE LENDER'S OUTSTANDING
REVOLVING LOANS AND SWING LINE LENDER'S PRO RATA SHARE OF THE LETTER OF CREDIT
USAGE THEN IN EFFECT, MAY EXCEED SWING LINE LENDER'S REVOLVING LOAN COMMITMENT.
THE AMOUNT OF THE SWING LINE LOAN COMMITMENT AS OF THE CLOSING DATE IS
$10,000,000.00; PROVIDED THAT ANY REDUCTION OF THE REVOLVING LOAN COMMITMENT
AMOUNT MADE PURSUANT TO SUBSECTION 2.4 THAT REDUCES THE REVOLVING LOAN
COMMITMENT AMOUNT TO AN AMOUNT LESS THAN THE THEN CURRENT AMOUNT OF THE SWING
LINE LOAN COMMITMENT SHALL RESULT IN AN AUTOMATIC CORRESPONDING REDUCTION OF THE
AMOUNT OF THE SWING LINE LOAN COMMITMENT TO THE AMOUNT OF THE REVOLVING LOAN
COMMITMENT AMOUNT, AS SO REDUCED, WITHOUT ANY FURTHER ACTION ON THE PART OF
COMPANY, ADMINISTRATIVE AGENT OR SWING LINE LENDER.
IMMEDIATELY UPON THE
FUNDING DATE WITH RESPECT TO ANY SWING LINE LOAN, EACH REVOLVING LENDER SHALL BE
DEEMED TO, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE FROM
SWING LINE LENDER A RISK PARTICIPATION IN SUCH SWING LINE LOAN IN AN AMOUNT
EQUAL TO THE PRODUCT OF SUCH REVOLVING LENDER'S PRO RATA SHARE TIMES THE AMOUNT
OF SUCH SWING LINE LOAN, ALL AS MORE FULLY DESCRIBED AND DETAILED IN SUBSECTION
2.1A(III)(C) BELOW.
THE SWING LINE LOAN COMMITMENT SHALL EXPIRE AUTOMATICALLY
ON THE REVOLVING LOAN COMMITMENT TERMINATION DATE AND ALL SWING LINE LOANS AND
ALL OTHER AMOUNTS OWED HEREUNDER WITH RESPECT TO THE SWING LINE LOANS SHALL BE
PAID IN FULL NO LATER THAN THAT DATE.
AMOUNTS BORROWED UNDER THIS SUBSECTION
2.1A(III) MAY BE REPAID AND REBORROWED TO BUT EXCLUDING THE REVOLVING LOAN
COMMITMENT TERMINATION DATE.
(B)
SWING LINE LOAN PREPAYMENT WITH PROCEEDS OF REVOLVING LOANS.
WITH
RESPECT TO ANY SWING LINE LOANS THAT HAVE NOT BEEN VOLUNTARILY PREPAID BY
COMPANY PURSUANT TO SUBSECTION 2.4B(I), SWING LINE LENDER MAY, AT ANY TIME IN
ITS SOLE AND ABSOLUTE DISCRETION, DELIVER TO ADMINISTRATIVE AGENT (WITH A COPY
TO COMPANY), NO LATER THAN 10:00 A.M. (NEW YORK CITY TIME) ON THE FIRST BUSINESS
DAY IN ADVANCE OF THE PROPOSED FUNDING DATE, A NOTICE REQUESTING REVOLVING
LENDERS TO MAKE REVOLVING LOANS THAT ARE BASE RATE LOANS ON SUCH FUNDING DATE IN
AN AMOUNT EQUAL TO THE AMOUNT OF SUCH SWING LINE LOANS (THE "REFUNDED SWING LINE
LOANS") OUTSTANDING