THEREON AS PROVIDED HEREIN, WILL BE EVIDENCED
BY A SINGLE MASTER PROMISSORY NOTE, IN THE PRINCIPAL AMOUNT OF $20,000,000,
DATED THE INITIAL CLOSING DATE AND SUBSTANTIALLY IN THE FORM OF EXHIBIT 2.2.2
(THE "SWING LINE NOTE"), PAYABLE TO
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THE SWING LINE LENDER.
EACH BORROWER SHALL EXECUTE THE SWING LINE NOTE AND
DELIVER THE SAME TO THE AGENT ON BEHALF OF THE SWING LINE LENDER.
THE ENTIRE
UNPAID PRINCIPAL BALANCE OF THE REVOLVING CREDIT LOANS, THE SWING LINE LOANS AND
ALL OTHER NON-CONTINGENT CREDIT OBLIGATIONS SHALL BE IMMEDIATELY DUE AND PAYABLE
IN FULL IN IMMEDIATELY AVAILABLE FUNDS ON THE FINAL MATURITY DATE IF NOT SOONER
PAID IN FULL.
2.2.3
REFUNDING OF SWING LINE LOANS.
THE SWING LINE LENDER, AT ANY TIME
AND FROM TIME TO TIME IN ITS SOLE AND ABSOLUTE DISCRETION WILL, BUT NOT LESS
FREQUENTLY THAN WEEKLY, ON BEHALF OF ANY BORROWER (AND EACH BORROWER HEREBY
IRREVOCABLY AUTHORIZES THE SWING LINE LENDER TO SO ACT ON ITS BEHALF), REQUEST
THAT EACH LENDER (INCLUDING THE SWING LINE LENDER) MAKE A BASE RATE LOAN TO SUCH
BORROWER IN AN AMOUNT EQUAL TO SUCH LENDER'S PERCENTAGE INTEREST OF THE
AGGREGATE PRINCIPAL AMOUNT OF SUCH BORROWER'S SWING LINE LOAN(S) (THE "REFUNDED
SWING LINE LOAN") OUTSTANDING ON THE DATE SUCH NOTICE IS GIVEN.
UNLESS A
BANKRUPTCY DEFAULT EXISTS (IN WHICH EVENT THE PROCEDURES OF SECTION 2.2.4 WILL
APPLY) AND REGARDLESS OF WHETHER THE CONDITIONS PRECEDENT SET FORTH IN THIS
AGREEMENT TO THE MAKING OF A REVOLVING CREDIT LOAN ARE THEN SATISFIED, EACH
LENDER WILL DISBURSE DIRECTLY TO THE AGENT, ITS PERCENTAGE INTEREST OF THE
AGGREGATE PRINCIPAL AMOUNT OF SUCH REVOLVING CREDIT LOAN AS A BASE RATE LOAN,
PRIOR TO 12:00 NOON (DENVER TIME), IN IMMEDIATELY AVAILABLE FUNDS ON THE BANKING
DAY NEXT SUCCEEDING THE DATE SUCH NOTICE IS GIVEN.
THE PROCEEDS OF SUCH BASE
RATE LOANS SHALL BE IMMEDIATELY PAID TO THE SWING LINE LENDER AND APPLIED TO
REPAY THE REFUNDED SWING LINE LOAN OF THE APPLICABLE BORROWER, AS REQUESTED BY
THE SWING LINE LENDER.
2.2.4
PARTICIPATION IN SWING LINE LOANS.
IF, PRIOR TO REFUNDING A SWING
LINE LOAN WITH A REVOLVING CREDIT LOAN PURSUANT TO SECTION 2.2.3, A BANKRUPTCY
DEFAULT EXISTS, THEN EACH LENDER SHALL, ON THE DATE SUCH REVOLVING CREDIT LOAN
WAS TO HAVE BEEN MADE FOR THE BENEFIT OF THE APPLICABLE BORROWER, PURCHASE FROM
THE SWING LINE LENDER AN UNDIVIDED PARTICIPATION INTEREST IN SUCH SWING LINE
LOAN.
UPON REQUEST, EACH LENDER SHALL PROMPTLY TRANSFER TO THE SWING LINE
LENDER, IN IMMEDIATELY AVAILABLE FUNDS, THE AMOUNT OF ITS PARTICIPATION.
2.2.5
LENDER'S FUNDING OBLIGATIONS.
EACH LENDER'S OBLIGATION TO MAKE
BASE RATE LOANS IN ACCORDANCE WITH SECTION 2.2.3 AND TO PURCHASE PARTICIPATING
INTERESTS IN ACCORDANCE WITH SECTION 2.2.4 SHALL NOT BE AFFECTED BY ANY SETOFF,
COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH SUCH LENDER MAY HAVE
AGAINST THE AGENT, THE SWING LINE LENDER, ANY BORROWER OR ANY OTHER PERSON FOR
ANY REASON WHATSOEVER.
IF ANY LENDER DOES NOT MAKE AVAILABLE TO THE SWING LINE
LENDER THE AMOUNT REQUIRED PURSUANT TO SECTION 2.2.3