DATE
BY MAKING SWING LINE LOANS ("SWING LINE LOANS") TO THE BORROWERS, JOINTLY AND
SEVERALLY, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED AT ANY ONE TIME
OUTSTANDING THE SWING LINE COMMITMENT; PROVIDED THAT (A) THE AGGREGATE PRINCIPAL
AMOUNT OF SWING LINE LOANS OUTSTANDING AT ANY TIME SHALL NOT EXCEED THE SWING
LINE COMMITMENT THEN IN EFFECT (NOTWITHSTANDING THAT THE SWING LINE LOANS
OUTSTANDING AT ANY TIME, WHEN AGGREGATED WITH THE SWING LINE LENDER'S OTHER
OUTSTANDING LOANS HEREUNDER, MAY EXCEED THE SWING LINE COMMITMENT THEN IN
EFFECT) AND (B) THE BORROWERS SHALL NOT REQUEST, AND THE SWING LINE LENDER SHALL
NOT BE OBLIGATED TO MAKE, ANY SWING LINE LOAN IF, AFTER GIVING EFFECT TO THE
MAKING OF SUCH SWING LINE LOAN, THE AGGREGATE AMOUNT OF THE LOANS, L/C
OBLIGATIONS AND THE SWING LINE LOANS EXCEED THE REVOLVING LOAN MAXIMUM AMOUNT.
PRIOR TO THE REVOLVING LOAN MATURITY DATE, THE BORROWERS MAY USE THE SWING LINE
COMMITMENT BY BORROWING, REPAYING AND REBORROWING, ALL IN ACCORDANCE WITH THE
TERMS AND CONDITIONS HEREOF.
SWING LINE LOANS SHALL BEAR INTEREST SOLELY BY
REFERENCE TO THE LIBOR ADVANTAGE RATE.
THE BORROWERS MAY USE THE PROCEEDS OF
REVOLVING LOANS FROM TIME TO TIME TO REPAY ANY OUTSTANDING SWING LINE LOANS.
THE BORROWERS, JOINTLY AND SEVERALLY, SHALL REPAY ALL OUTSTANDING SWING LINE
LOANS ON THE REVOLVING LOAN MATURITY DATE.
ON THE DATE OF THIS AGREEMENT, THE
BORROWERS SHALL DELIVER TO THE SWING LINE LENDER A SWING LINE NOTE TO EVIDENCE
THE SWING LINE LOANS FROM TIME TO TIME MADE BY THE SWING LINE LENDER TO THE
BORROWERS HEREUNDER.
2.7
PROCEDURE FOR SWING LINE BORROWING; INTEREST ON SWING LINE LOANS.
WHENEVER THE BORROWERS DESIRE THAT THE SWING LINE LENDER MAKE SWING LINE LOANS
UNDER SECTION 2.6 HEREOF, THE BORROWERS SHALL GIVE THE SWING LINE LENDER
IRREVOCABLE TELEPHONIC NOTICE CONFIRMED PROMPTLY IN WRITING (WHICH TELEPHONIC
NOTICE MUST BE RECEIVED BY THE SWING LINE LENDER NOT LATER THAN 1:00 P.M.,
BOSTON TIME, ON THE PROPOSED BORROWING DATE), SPECIFYING (A) THE AMOUNT TO BE
BORROWED AND, (B) THE REQUESTED BORROWING DATE (WHICH SHALL BE A BUSINESS DAY
PRIOR TO THE REVOLVING LOAN MATURITY DATE); AND NOT LATER THAN 3:00 P.M., BOSTON
TIME, ON THE BORROWING DATE SPECIFIED IN THE NOTICE IN RESPECT OF SWING LINE
LOANS, THE SWING LINE LENDER SHALL MAKE THE PROCEEDS OF SUCH SWING LINE LOAN
AVAILABLE TO THE BORROWERS ON SUCH BORROWING DATE IN ACCORDANCE WITH THE
INSTRUCTIONS OF THE BORROWERS.
THE BORROWERS, JOINTLY AND SEVERALLY, SHALL PAY
INTEREST ON THE UNPAID BALANCE OF THE SWING LINE LOANS FROM TIME TO TIME
OUTSTANDING AT A PER ANNUM RATE EQUAL TO THE LIBOR ADVANTAGE RATE.
INTEREST ON
THE SWING LINE LOANS SHALL BE PAYABLE MONTHLY ON THE LA INTEREST PAYMENT DATE
UNTIL ALL OF THE INDEBTEDNESS OF THE BORROWERS TO THE SWING LINE LENDER
HEREUNDER SHALL HAVE BEEN PAID IN FULL.
2.8
REFUNDED SWING LINE LOANS; SWING LINE LOAN PARTICIPATIONS.
(A) THE SWING LINE LENDER, AT ANY TIME AND FROM TIME TO TIME IN ITS SOLE AND
ABSOLUTE DISCRETION,