Common use of Swing Line Subfacility Clause in Contracts

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or after, the Swing Line Maturity Date; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line Borrowing. (b) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon the earlier to occur of a Default or the Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(b); PROVIDED THAT, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to NationsBank for its own account.

Swing Line Subfacility. (a) For Subject to the convenience of the parties and as an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or afterherein, the Swing Line Maturity DateLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder and (ii) the Swing Line Lender has not entered into arrangements reasonably satisfactory to it with the Company or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Swing Line Lender may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Principal Debt outstanding on any date Loans plus such Lender’s Applicable Percentage of determination the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Commitment; (iii) on Loan to refinance any date of determinationoutstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) at the time of such Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (v) each Swing Line Borrowing Loan shall bear interest only at a rate per annum equal to the LESSER OF (a) based on the Base Rate plus Rate. Immediately upon the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) making of a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line Borrowing. (b) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon the earlier to occur of a Default or the Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice)Loan, each Revolver Lender shall be deemed to have to, and hereby irrevocably and unconditionally purchased and received agrees to, purchase from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and the Swing Line Lender a risk participation in such Swing Line Borrowing Loan in an amount equal to the extent product of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in ’s Applicable Percentage times the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(b); PROVIDED THAT, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to NationsBank for its own accountLoan.

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of parties, the transactions contemplated by the Loan Papers, NationsBankAdministrative Agent, solely for its own account, may make any requested Borrowing of not less than $250,000 500,000 (or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), of $100,000) directly to Borrower as a Swing Line Borrowing without requiring any each other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(bSection 2.4(c) is applicable; PROVIDED THAT: . Swing Line Borrowings are subject to the following conditions: (i) each such Each Swing Line Borrowing must occur on a Business Day prior to, and not on or after, before the Swing Line Maturity Date; ; (ii) When determined, (x) the aggregate Swing Line Principal Debt Exposure outstanding on any date of determination shall may not exceed $10,000,000 and (y) the Facility Commitment Usage may not exceed the Swing Line Commitment; Facility Committed Sum; (iii) on On any date when Borrowings equal to or in excess of determination$10,000,000 are funded under the Facility, all or a portion of the Revolver Commitment Usage proceeds of those Borrowings shall never exceed be used to repay in full all indebtedness then outstanding under the Revolver Commitment; Swing Line Subfacility; (iv) at the time of such Each Swing Line Borrowing is deemed an ABR Borrowing, no Default or Potential Default shall have occurred and be continuing; and (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be is available and may be prepaid on same same-day telephonic notice from Borrower to NationsBankAdministrative Agent, SO LONG AS such if notice is received by NationsBank prior to 12:00 noon Administrative Agent before 11:00 a.m. (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each b) Each Swing Line Borrowing shall be repaid on the last earlier of (i) the date that is five Business Day Days after the making of the month following such Swing Line Borrowing. Borrowing and (bii) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon the earlier to occur of a Default or the Swing Line Maturity Date). (c) If (i) any Swing Line Borrowing remains outstanding at 12:00 noon on the Business Day immediately prior to the Business Day on which Swing Line Borrowings are due and payable pursuant to Section 2.4(b) and by such time Administrative Agent shall not have received a Borrowing Request from Borrower pursuant to Section 2.2 requesting an ABR Borrowing on the following Business Day in an amount at least equal to the aggregate principal amount of such Swing Line Borrowings or (ii) any Swing Line Borrowing remains outstanding during the existence of a Potential Default or a Default, Administrative Agent shall timely be deemed to have received a Borrowing Request from Borrower pursuant to Section 2.2 requesting an ABR Borrowing on such following Business Day in an amount equal to the aggregate amount of such Swing Line Borrowings; provided that such ABR Borrowing shall be made notwithstanding Borrower’s failure to comply with Section 6.2. Notwithstanding the foregoing, if an ABR Borrowing becomes legally impractical, Administrative Agent shall promptly notify each Revolver Lender of Borrower’s failure to pay such failure Swing Line Borrowings and the unpaid amount of the date and amount not paidsuch Swing Line Borrowings. No later than the close of business on the date such Administrative Agent gives notice (if notice is given (if such notice was given prior to before 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased purchase and received receive from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and Administrative Agent a ratable participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, Borrowings and each Revolver Lender shall make available to NationsBank Administrative Agent in immediately available funds such Revolver Lender's its Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include , together with interest thereon from the date on which such when its payment is payable by such Revolver Lender was due to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agentof payment, at the Federal Funds Effective Rate. If such a Lender does not promptly pay such its amount upon Administrative Agent's demand therefor’s demand, and until such time as such Revolver Lender makes the required payment, NationsBank shall be Administrative Agent is deemed to continue to have outstanding a Swing Line Borrowing in the amount of such Lender’s unpaid obligation. Each Borrower shall make each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank Administrative Agent and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt Borrowings under this SECTION 2.2(b); PROVIDED THAT, with respect to any such participation, Section 2.4(c) (but all interest accruing on the Swing Line Principal Debt to which such participation relates prior to Borrowings before the funding date of funding such any participation shall be is payable solely to NationsBank Administrative Agent for its own account).

Swing Line Subfacility. (a) For Subject to the convenience terms and conditions hereof, if necessary to meet Borrower's funding deadlines, Administrative Agent agrees to make Swing Line Loans to Borrower at any time on or prior to the three (3) Business Days prior to the Termination Date, not to exceed an amount at any one time outstanding equal to the lesser of (i) $20,000,000, and (ii) the parties and as an integral part Unused Commitment. Swing Line Loans shall constitute "Borrowings" for all purposes hereunder, except that Swing Line Loans shall not be considered a utilization of any Lender's Commitment (other than of Administrative Agent). (b) Each request for a Swing Line Loan shall be in the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing amount of $250,000 500,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), directly to of $500,000. Borrower as may request a Swing Line Loan by submitting a Notice of Borrowing without requiring to Administrative Agent. Such Notice of Borrowing must be received by Administrative Agent no later than 12:00 noon on the Borrowing Date for such Swing Line Loan; provided that Borrower shall have provided telephonic notice to Administrative Agent no later than 11:00 a.m. on the Borrowing Date for such Swing Line Loan. Administrative Agent shall make such Swing Line Loan available to Borrower in Chicago, Illinois at 12:00 noon on such Borrowing Date. (c) Upon the occurrence of a Default or if any other Swing Line Loan shall be outstanding for more than fourteen (14) Business Days, Administrative Agent shall, on behalf of Borrower (which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing (unless Borrower has requested a Eurodollar Borrowing in accordance with the terms of this Agreement) from Lenders (and each Lender to shall fund its Pro Rata Part thereof unless and until SECTION 2.2(bShare thereof) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or after, in an amount sufficient to repay the Swing Line Maturity Date; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the under such Swing Line CommitmentLoan; (iii) on any date provided that such Borrowing shall be made notwithstanding Borrower's noncompliance with Section 5. The proceeds of determinationsuch Borrowing shall be immediately applied to repay such Swing Line Loan. If such Lender does not promptly make such Borrowing upon Administrative Agent's demand therefor, and until such time as such Lender makes the Revolver Commitment Usage required payment, Administrative Agent shall never exceed be deemed to continue to have outstanding its ratable portion of the Revolver Commitment; (iv) at the time Principal Debt of such Swing Line BorrowingLoan in the amount of such unpaid obligation. If, no Default or Potential Default shall have occurred and be continuing; for any reason (v) each Swing Line Borrowing shall bear interest at a rate per annum equal including but not limited to the LESSER OF filing of a petition in bankruptcy with respect to Borrower), a Borrowing may not be (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facilityas determined by Administrative Agent in its sole discretion), AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased or is not, made pursuant to SECTION 2.2(bthis Section 2.2(c) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line Borrowing. (b) If Borrower fails to repay any Swing Line Loan as required hereby, then, effective on the date such Borrowing as provided herein (would otherwise have been made, each Lender severally, unconditionally, and irrevocably agrees that it shall be deemed to have purchased an undivided participating interest in any event upon the earlier to occur of a Default or the such Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender Loan (an "Unrefunded Swing Line Borrowing") to the extent of such failure and of Lender's Pro Rata Share thereof. Each Lender shall fund a Borrowing or a participation in the date and amount not paid. No Unrefunded Swing Line Borrowings no later than the close of business on the date notice of such notice funding requirement is given (by Administrative Agent if such notice was given prior to 12:00 noon Dallas time 11:00 a.m. on any Business Day, or, or if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender under this Section 2.2(c) shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing Loan shall be paid to Administrative Agent for the ratable benefit of NationsBank Administrative Agent and those Revolver Lenders who have hold funded their participations in such Swing Line Principal Debt Loan under this SECTION 2.2(bSection 2.2(c); PROVIDED THAT, provided that with respect to any such participation, all interest accruing on the Principal Debt of such Swing Line Principal Debt Loan to which such participation relates accruing prior to the date of funding such participation participation, shall be payable solely to NationsBank Administrative Agent for the account of Administrative Agent (and all Lenders holding funded participations in any Unrefunded Swing Line Borrowing prior to such date). Any Lender holding a participation in any Unrefunded Swing Line Borrowing may exercise any and all Rights of banker's lien, setoff, or counterclaim with respect to any and all moneys owing by Borrower to such Lender by reason thereof as fully as if such Lender had extended such Borrowing directly to Borrower in the amount of such participation. Whenever, at any time after Administrative Agent has received from any Lender such Lender's participating interest in any Swing Line Loan, Administrative Agent receives any payment on account thereof, Administrative Agent will promptly distribute to such Lender its own accountparticipating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by Administrative Agent is required to be returned, such Lender will return to Administrative Agent any portion thereof previously distributed by Administrative Agent to it. (d) Unless Administrative Agent knew at the time Administrative Agent funded a Swing Line Loan that Borrower had not satisfied the conditions in this Agreement to obtain a Borrowing, each Lender's obligation to either make a Borrowing to refund, or to purchase a participation interest in, its Pro Rata Share of all Swing Line Loans as provided in Section 2.2(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation (i) any set-off, counterclaim, recoupment, defense, or other right which such Lender or any other Person may have against Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Potential Default or Default or the termination of any Lender's Commitment, (iii) the occurrence of any Material Adverse Event, (iv) any breach of this Agreement or any other Loan Document by any Company, any Agent, or any other Lender, or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. Any portion of a Swing Line Loan which has not been refunded by a Borrowing may be treated by Administrative Agent as a Borrowing which was not funded by the non-purchasing Lenders as contemplated in Section 2.2(c) of this Agreement, and as a funding by Administrative Agent under the Total Commitment in excess of Administrative Agent's Commitment. Each Swing Line Loan refunded by a Borrowing shall cease to be a Swing Line Loan for the purposes of this Agreement but shall be a Borrowing made under the Total Commitment and each Lender's Commitment.

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan PapersCredit Documents, NationsBankBank One, solely for its own account, may elect, in its sole discretion, to make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicable; PROVIDED THATCommitment Percentage thereof, provided that: (i) each such CREDIT AGREEMENT PMC COMMERCIAL TRUST Borrowing must occur on a Business Day prior to, and not on or after, the Swing Line Maturity Date; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment$5,000,000; (iii) each such Borrowing must be in an amount equal to $250,000 or a greater integral multiple thereof; (iv) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (ivv) at the time of such Swing Line Borrowing, no Event of Default or Potential Default shall have occurred and be continuingcontinuing and all other conditions precedent for Borrowings set forth in Section 6 shall have been satisfied or waived; (vvi) each Swing Line Borrowing shall bear interest at be a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND Borrowing (b) the Maximum Rate; PROVIDED THAT provided that at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION Section 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate); and (vivii) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION Section 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such SectionSection 2.2(b), and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBankBank One, SO LONG AS so long as such notice is received by NationsBank Bank One prior to 12:00 noon (Dallas, Texas time)noon. Interest on Swing Line Borrowings shall be paid monthly in arrears on are due and payable by Borrower upon the last earlier of (i) five Business Day of each month. Principal on each Days after the borrowing date for such Swing Line Borrowing shall be repaid on or (ii) the last Business Day date of the month following such Swing Line Borrowingdemand by Bank One. (b) If Borrower fails to repay any Swing Line Borrowing as provided herein when due (and in any event upon the earlier to occur of a Default an Event of Default, the Termination Date, or the Swing Line Maturity Datedate on which the Commitment is canceled in full), Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank Bank One an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereofCommitment Percentage, and each Revolver Lender shall make available to NationsBank Bank One in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) Commitment Percentage of such unpaid amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank Bank One shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank Bank One and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION Section 2.2(b); PROVIDED THATprovided that, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to NationsBank Bank One for its own account.

Swing Line Subfacility. (a) For Subject to the convenience of the parties and as an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or afterherein, the Swing Line Maturity DateLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder and (ii) the Swing Line Lender has not entered into arrangements reasonably satisfactory to it with the Company or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Swing Line Lender may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Swing Line Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Principal Debt outstanding on any date Loans plus such Lender’s Applicable Percentage of determination the Outstanding Amount of all Canadian Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Commitment; (iii) on Loan to refinance any date of determinationoutstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) at the time of such Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (v) each Swing Line Borrowing Loan shall bear interest only at a rate per annum equal to the LESSER OF (a) based on the Base Rate plus Rate. Immediately upon the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) making of a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line Borrowing. (b) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon the earlier to occur of a Default or the Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice)Loan, each Revolver Lender shall be deemed to have to, and hereby irrevocably and unconditionally purchased and received agrees to, purchase from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and the Swing Line Lender a risk participation in such Swing Line Borrowing Loan in an amount equal to the extent product of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in ’s Applicable Percentage times the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(b); PROVIDED THAT, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to NationsBank for its own accountLoan.

Swing Line Subfacility. (a) For From time to time on any Business Day occurring on or after the convenience of the parties and as an integral part of the transactions contemplated by Effective Date but prior to the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, Commitment Termination Date and subject to those the terms and conditions applicable to Borrowings set forth herein and in reliance upon the agreements of the other Lenders set forth in SECTION 7.3(b), (c), (d), and (e), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or afterthis Section 2.1.3, the Swing Line Maturity DateLender may, but is not obligated to, make loans (each such loan, a “Swing Line Loan”) in an aggregate amount not to exceed at any time outstanding the Swing Line Amount, notwithstanding the fact that such Swing Line Loans, when aggregated with the Credit Exposure of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Loan Commitment; provided, that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. The Swing Line Lender shall not permitted to make any Swing Line Loan if, after giving effect thereto, (a) the aggregate amount of all Swing Line Loans outstanding would exceed the Swing Line Amount or (b) the aggregate Credit Exposures of all Lenders would exceed the lesser of (i) the Loan Commitment Amount and (ii) the aggregate Swing Line Principal Debt outstanding on any date Borrowing Base then in effect. On the terms and subject to the conditions hereof, the Borrowers may from time to time, subject to the sole discretion of determination shall not exceed the Swing Line Commitment; (iii) on any date of determinationLender, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) at the time of such borrow, repay, prepay and reborrow Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (v) each Loans. Each Swing Line Borrowing Loan shall bear interest at be a rate per annum equal to the LESSER OF (a) the Base Rate plus Loan. Immediately upon the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) making of a participation in any Swing Line BorrowingLoan, such Borrowing shall bear interest at the Default Rate; and each Lender (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until other than the Swing Line Borrowing has been repaid. Each Borrowing under Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line Borrowing. (b) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon the earlier to occur of Lender a Default or the Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and risk participation in such Swing Line Borrowing Loan in an amount equal to the extent product of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in ’s Percentage times the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid Loan. Notwithstanding any terms to Administrative Agent for the ratable benefit of NationsBank and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(b); PROVIDED THATcontrary contained herein, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior facility provided herein (i) is an uncommitted facility and the Swing Line Lender may, but shall not be obligated to, make Swing Line Loans, and (ii) may be terminated at any time by the Swing Line Lender upon written notice to the date of funding such participation shall be payable solely to NationsBank for its own accountBorrowers.

Swing Line Subfacility. (a) For Subject to the convenience of the parties and as an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings hereof and relying upon the representations and warranties herein set forth in SECTION 7.3(b)forth, each Swing Line Lender agrees, severally and not jointly, on and after the Closing Date and until the earlier of the Business Day immediately preceding the Termination Date or the termination of the Swing Line Committed Sum of such Swing Line Lender, (c)i) to make available to Borrower requested Swing Line Borrowings ("QUOTED SWING LINE BORROWINGS") on the basis of quoted interest rates (each, a "QUOTED SWING LINE RATE") furnished by such Swing Line Lender from time to time in its discretion to Borrower (d), through Administrative Agent) and accepted by Borrower in its discretion and (e), directly ii) to lend to Borrower as a such Swing Line Lender's Percentage Part of any requested Swing Line Borrowing without requiring any other Lender ("ALTERNATE RATE SWING LINE BORROWINGS"), bearing interest at a rate equal to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicablethe Alternate Rate; PROVIDED THAT: provided that, (i) each such Borrowing must occur on a Business Day prior to, and not on or after, the Swing Line Maturity Date; (iiA) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iiiB) on any date of determination, the Revolver Commitment Usage Principal Debt shall never exceed the Revolver Commitment; (ivC) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vD) each no Swing Line Borrowing shall bear interest at may be made on any date on which a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings Borrowing under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased this Agreement pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate2.1 is being made; and (viE) no additional Swing Line Borrowing Borrowings shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(bSECTIONS 2.2(C) and (D), to either fund a Borrowing under this Agreement or to purchase a participation in any the Swing Line Borrowing Principal Debt as provided required in such Section, and Sections (such unavailability of the Swing Line Subfacility shall continue until such funding or purchase shall occur or until the Swing Line Borrowing Principal Debt has been repaid); and (F) at any time after Lenders are deemed to have purchased a participation in any Unrefunded Swing Line Borrowing pursuant to SECTION 2.2(d), such Unrefunded Swing Line Borrowings shall bear interest at the Default Rate. On any date of determination, (i) as a result of Quoted Swing Line Borrowings, the Swing Line Principal Debt owed to any Swing Line Lender may exceed such Swing Line Lender's Swing Line Committed Sum and (ii) as a result of Swing Line Borrowings, the Principal Debt owed to any Swing Line Lender may exceed its Commitment. Each AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT Quoted Swing Line Borrowing shall be made only by the Swing Line Lender furnishing the relevant Quoted Swing Line Rate. Each Alternate Rate Swing Line Borrowing shall be made by all Swing Line Lenders ratably in accordance with their respective Percentage Parts. Swing Line Borrowings shall be made in a minimum aggregate principal amount of $1,000,000 or an integral multiple of $250,000 if in excess thereof (or an aggregate principal amount equal to the remaining balance of the available Swing Line Commitment). Each Swing Line Lender shall make the portion of each Swing Line Borrowing to be made by it available to Borrower by means of a credit to the general deposit account of Borrower with Administrative Agent or by a wire transfer, at the expense of Borrower, to an account designated in writing by Borrower, in each case by 2:30 p.m, Dallas, Texas time, on the date such Swing Line Borrowing is requested to be made pursuant to SECTION 2.2(B) below, in immediately available funds. Borrower may borrow, prepay, and reborrow Swing Line Borrowings on or after the Closing Date and prior to the Termination Date (or such earlier date on which the Swing Line Commitment shall terminate in accordance herewith) on the terms and subject to the conditions and limitations set forth herein. (b) Borrowings under the Swing Line Subfacility shall be available subject to those terms and may be prepaid on same day conditions applicable to Borrowings as set forth in SECTIONS 5.2(C), (D), (E), and (F). Borrower shall give Administrative Agent telephonic, written, or telecopy notice substantially in the form of EXHIBIT B-7 (provided that, in the case of telephonic notice from Borrower to NationsBanknotice, SO LONG AS such notice is received shall be promptly confirmed by NationsBank prior to 12:00 noon telecopy) no later than 1:30 p.m., Dallas, Texas time (or, in the case of a proposed Quoted Swing Line Borrowing, 11:00 a.m., Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears , on the last Business Day day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such a proposed Swing Line Borrowing. Such notice shall be delivered on a Business Day, shall be irrevocable (subject, in the case of Quoted Swing Line Borrowings, to receipt by Borrower of Quoted Swing Line Rates acceptable to it) and shall refer to this Agreement and shall specify the requested Borrowing Date (which shall be a Business Day) and the amount of such requested Swing Line Borrowing. Administrative Agent shall promptly advise the Swing Line Lenders of any notice received from Borrower pursuant to this SECTION 2.2(B). In the event that Borrower accepts a Quoted Swing Line Rate in respect of a requested Quoted Swing Line Borrowing, Borrower shall notify Administrative Agent (which shall in turn notify the relevant Swing Line Lender) of such acceptance no later than 1:30 p.m., Dallas, Texas time, on the relevant Borrowing Date. (bc) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon Upon the earlier to occur occurrence of a Default or the Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of event that any Swing Line Borrowing shall be paid to outstanding for more than five Business Days, Administrative Agent for shall, on behalf of Borrower (which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing from the ratable benefit of NationsBank and those Revolver Lenders who have funded their participations in such Lenders, including the Swing Line Principal Debt under this SECTION 2.2(bLenders (and each Lender shall fund its Pro Rata Part of); PROVIDED THAT, with respect in an amount sufficient to any such participation, all interest accruing on repay the Swing Line Principal Debt to which outstanding under such participation relates prior to the date of funding Swing Line Borrowing; provided that, such participation Borrowings under this Agreement shall be payable solely to NationsBank for its own accountmade notwithstanding Borrower's noncompliance with SECTION 5.

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan PapersDocuments, NationsBankXxxxx Fargo Bank (Texas), National Association ("Xxxxx Fargo"), solely for its own account, may make any requested Borrowing in the form of EXHIBIT "E" of $250,000 500,000 or a greater integral multiple thereofof $100,000, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (cSection 6.02(c), (d), and (e), and (f), directly to Borrower Borrowers as a Swing Line Borrowing without requiring any other Lender Bank to fund its Pro Rata Part thereof unless and until SECTION 2.2(bSection 2.03(b) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or after, the Swing Line Maturity Date; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment$20,000,000; (iii) on any date of determination, the Revolver Commitment Usage total amount outstanding under this Loan Agreement, after taking into account such requested Swing Line Borrowing, shall never exceed the Revolver Commitmentlesser of the Total Commitment or the Revolving Credit Borrowing Base then in effect; (iv) at the time of such Swing Line Borrowing, no Event of Default or Potential Default event, which with the giving of notice or the passage of time, or both, could constitute an Event of Default, shall have occurred and be continuing; and (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender Bank has refused, notwithstanding the requirements of SECTION 2.2(bSection 2.03(b), to purchase a participation in any Swing Line Borrowing as provided in such SectionSection 2.03(b), and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day by telephonic notice (to be followed immediately by written notice) from Borrower Borrowers to NationsBankXxxxx Fargo, SO LONG AS such notice is received by NationsBank Xxxxx Fargo prior to 12:00 noon (DallasFort Worth, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Each Swing Line Borrowing shall be repaid due and payable by Borrowers on the last earlier of (a) five (5) Business Day Days after the date of the month following such Swing Line Borrowing, (b) the occurrence of an Event of Default or (c) the Swing Line Maturity Date. (b) If Borrower fails Borrowers fail to repay any Swing Line Borrowing as provided herein within five (5) Business Days after the date of such Swing Line Borrowing (and in any event upon the earlier to occur of a Default an Event of Default, the Termination Date, or the Swing Line Maturity Datedate on which the Commitment is canceled in full), Administrative Agent shall timely notify each Revolver Lender Bank of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas time (Fort Worth time) on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender Bank shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank Xxxxx Fargo an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver LenderBank's Pro Rata Part (with respect to the Revolver Facility) thereofPart, and each Revolver Lender Bank shall make available to NationsBank Xxxxx Fargo in immediately available funds such Revolver LenderBank's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender Bank shall include interest thereon from the date on which such payment is payable by such Revolver Lender Bank to, but not including, the date such amount is paid by such Revolver Lender Bank to Administrative Agent, at the Federal Funds Rate. If such Lender Bank does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender Bank makes the required payment, NationsBank Xxxxx Fargo shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower Borrowers of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank Xxxxx Fargo and those Revolver Lenders Banks who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(bSection 2.03(b); PROVIDED THAT, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to NationsBank Xxxxx Fargo for its own account.

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of parties, the transactions contemplated by the Loan Papers, NationsBankAgent, solely for its own account, may make any requested Borrowing of not less than $250,000 500,000 (or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), of $100,000) directly to Borrower as a Swing Line Borrowing without requiring any each other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b2.4(b) is applicable; PROVIDED THAT: . Swing Line Borrowings are subject to the following conditions: (i) each such Each Swing Line Borrowing must occur on a Business Day prior to, and not on or after, before the Swing Line Maturity Date; ; (ii) When determined, (x) the aggregate Swing Line Principal Debt outstanding on any date of determination shall may not exceed $4,000,000, (y) the Facility A Commitment Usage may not exceed the Swing Line Facility A Committed Sum, and (z) the Facility A Commitment Usage, when aggregated with the Facility B Principal Debt, may not exceed the Total Commitment; ; (iii) on On any date when Borrowings equal to or in excess of determination$4,000,000 are funded under Facility A, all or a portion of the Revolver Commitment Usage proceeds of those Borrowings shall never exceed be used to repay in full all indebtedness then outstanding under the Revolver Commitment; Swing Line Subfacility; (iv) at the time of such Each Swing Line Borrowing is deemed an ABR Borrowing, no Default or Potential Default shall have occurred and be continuing; and (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be is available and may be prepaid on same same-day telephonic notice from Borrower to NationsBankAgent, SO LONG AS such if notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line Borrowing.Agent before 11:00 a.m. (b) If Borrower fails to repay any Swing Line Borrowing as provided herein within two (and in any event 2) Business Days after demand by Agent (or upon the earlier earliest to occur of a Default Default, the Facility A Termination Date, or the Swing Line Maturity Datedate when the aggregate Committed Sums of all Lenders under the entire Facility A are cancelled), Administrative Agent shall timely promptly notify each Revolver Lender of such Borrower's failure and of the date and amount not paidunpaid amount. No later than the close of business on the date such Agent gives notice (if notice is given (if such notice was given prior to before 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased purchase and received receive from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and Agent a ratable participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank Agent in immediately available funds such Revolver Lender's its Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include , together with interest thereon from the date on which such when its payment is payable by such Revolver Lender was due to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agentof payment, at the Federal Funds Rate. If such a Lender does not promptly pay such its amount upon Administrative Agent's demand therefordemand, and until such time as such Revolver Lender makes the required payment, NationsBank shall be Agent is deemed to continue to have outstanding a Swing Line Borrowing in the amount of such the Lender's unpaid obligation. Each Borrower shall make each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank Agent and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt Borrowings under this SECTION 2.2(b); PROVIDED THAT, with respect to any such participation, 2.4(b) (but all interest accruing on the Swing Line Principal Debt to which such participation relates prior to Borrowings before the funding date of funding such any participation shall be is payable solely to NationsBank Agent for its own account).

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of parties, the transactions contemplated by the Loan Papers, NationsBankAdministrative Agent, solely for its own account, may make any requested Borrowing of not less than $250,000 500,000 (or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), of $100,000) directly to Borrower as a Swing Line Borrowing without requiring any each other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(bSection 2.4(c) is applicable; PROVIDED THAT: . Swing Line Borrowings are subject to the following conditions: (i) each such Each Swing Line Borrowing must occur on a Business Day prior to, and not on or after, before the Swing Line Maturity Date; ; (ii) When determined, (x) the aggregate Swing Line Principal Debt outstanding on any date of determination shall may not exceed $5,000,000 and (y) the Facility Commitment Usage may not exceed the Swing Line Commitment; Facility Committed Sum; (iii) on On any date when Borrowings equal to or in excess of determination$5,000,000 are funded under the Facility, all or a portion of the Revolver Commitment Usage proceeds of those Borrowings shall never exceed be used to repay in full all indebtedness then outstanding under the Revolver Commitment; Swing Line Subfacility; (iv) at the time of such Each Swing Line Borrowing is deemed an ABR Borrowing, no Default or Potential Default shall have occurred and be continuing; and (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be is available and may be prepaid on same same-day telephonic notice from Borrower to NationsBankAdministrative Agent, SO LONG AS such if notice is received by NationsBank prior to 12:00 noon Administrative Agent before 11:00 a.m. (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each b) Each Swing Line Borrowing shall be repaid on the last earlier of (i) the date that is five Business Day Days after the making of the month following such Swing Line Borrowing. Borrowing and (bii) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon the earlier to occur of a Default or the Swing Line Maturity Date). (c) If (i) any Swing Line Borrowing remains outstanding at 12:00 noon on the Business Day immediately prior to the Business Day on which Swing Line Borrowings are due and payable pursuant to Section 2.4(b) and by such time Administrative Agent shall not have received a Borrowing Request from Borrower pursuant to Section 2.2 requesting an ABR Borrowing on the following Business Day in an amount at least equal to the aggregate principal amount of such Swing Line Borrowings or (ii) any Swing Line Borrowing remains outstanding during the existence of a Potential Default or a Default, Administrative Agent shall timely be deemed to have received a Borrowing Request from Borrower pursuant to Section 2.2 requesting an ABR Borrowing on such following Business Day in an amount equal to the aggregate amount of such Swing Line Borrowings; provided that such ABR Borrowing shall be made notwithstanding Borrower’s failure to comply with Section 6.2. Notwithstanding the foregoing, if an ABR Borrowing becomes legally impractical, Administrative Agent shall promptly notify each Revolver Lender of Borrower’s failure to pay such failure Swing Line Borrowings and the unpaid amount of the date and amount not paidsuch Swing Line Borrowings. No later than the close of business on the date such Administrative Agent gives notice (if notice is given (if such notice was given prior to before 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased purchase and received receive from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and Administrative Agent a ratable participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, Borrowings and each Revolver Lender shall make available to NationsBank Administrative Agent in immediately available funds such Revolver Lender's its Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include , together with interest thereon from the date on which such when its payment is payable by such Revolver Lender was due to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agentof payment, at the Federal Funds Effective Rate. If such a Lender does not promptly pay such its amount upon Administrative Agent's demand therefor’s demand, and until such time as such Revolver Lender makes the required payment, NationsBank shall be Administrative Agent is deemed to continue to have outstanding a Swing Line Borrowing in the amount of such Lender’s unpaid obligation. Each Borrower shall make each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank Administrative Agent and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt Borrowings under this SECTION 2.2(b); PROVIDED THAT, with respect to any such participation, Section 2.4(c) (but all interest accruing on the Swing Line Principal Debt to which such participation relates prior to Borrowings before the funding date of funding such any participation shall be is payable solely to NationsBank Administrative Agent for its own account).

Swing Line Subfacility. (ai) For the convenience of the parties and as an integral part of parties, the transactions contemplated by the Loan Papers, NationsBankAdministrative Agent, solely for its own account, may make any requested Borrowing of not less than $250,000 500,000 (or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), of $100,000) directly to Borrower as a Swing Line Borrowing without requiring any each other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b2.4(c) is applicable; PROVIDED THAT: . Swing Line Borrowings are subject to the following conditions: (i) each such Each Swing Line Borrowing must occur on a Business Day prior to, and not on or after, before the Swing Line Maturity Date; ; (ii) When determined, (x) the aggregate Swing Line Principal Debt outstanding on any date of determination shall may not exceed $5,000,000 and (y) the Facility Commitment Usage may not exceed the Swing Line Commitment; Facility Committed Sum; (iii) on On any date when Borrowings equal to or in excess of determination$5,000,000 are funded under the Facility, all or a portion of the Revolver Commitment Usage proceeds of those Borrowings shall never exceed be used to repay in full all indebtedness then outstanding under the Revolver Commitment; Swing Line Subfacility; (iv) at the time of such Each Swing Line Borrowing is deemed an ABR Borrowing, no Default or Potential Default shall have occurred and be continuing; and (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be is available and may be prepaid on same same-day telephonic notice from Borrower to NationsBankAdministrative Agent, SO LONG AS such if notice is received by NationsBank prior to 12:00 noon Administrative Agent before 11:00 a.m. (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each ii) Each Swing Line Borrowing shall be repaid on the last earlier of (i) the date that is five Business Day Days after the making of the month following such Swing Line Borrowing. Borrowing and (bii) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon the earlier to occur of a Default or the Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given . (if such notice was given prior to 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part iii) If (with respect to the Revolver Facilityi) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(b); PROVIDED THAT, with respect to any such participation, all interest accruing remains outstanding at 12:00 noon on the Swing Line Principal Debt to which such participation relates Business Day immediately prior to the date of funding Business Day on which Swing Line Borrowings are due and payable pursuant to SECTION 2.4(b) and by such participation time Administrative Agent shall be payable solely not have received a Borrowing Request from Borrower pursuant to NationsBank for its own account.SECTION 2.2 requesting an ABR

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan PapersDocuments, NationsBank, solely for its own account, may make any requested Borrowing Loan of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings Loans set forth in SECTION 7.3(b), CLAUSES (c), (d), a) and (e)b) of the first sentence of SECTION 5.2, directly to Borrower as a Swing Line Borrowing Loan without requiring any other Lender to fund its Pro Rata Part ratable portion thereof unless and until SECTION 2.2(b) is applicable; PROVIDED THATprovided that: (i) each such Borrowing Swing Line Loan must occur on a Business Day prior to, and not on or after, the Swing Line Maturity Termination Date; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage aggregate principal amount of all Loans shall never exceed the Revolver Commitmentaggregate amount of the Commitments of the Lenders; (iv) at the time of such Swing Line BorrowingLoan, no Default or Potential Event of Default shall have occurred and be continuing; (v) each Swing Line Borrowing Loan shall bear interest be at a rate per annum equal to the LESSER OF lesser of (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver FacilityMoney Market Rate, AND and (b) the Maximum Rate; PROVIDED THAT provided that at any time after Revolver Revolving Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Post-Default Rate; and (vi) no additional Swing Line Borrowing Loan shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing Loan as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing Loan has been repaid. Each Borrowing Swing Line Loan under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS so long as such notice is received by NationsBank prior to 12:00 noon (1:00 p.m. Dallas, Texas time). Interest on Each Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing Loan shall be repaid on in full, together with all accrued and unpaid interest thereon, not later than the last tenth Business Day of after the month following date on which such Swing Line BorrowingLoan was funded. (b) If Borrower fails to repay any Swing Line Borrowing Loan as provided herein (and in any event upon the earlier to occur of a Default or the Swing Line Maturity Termination Date), Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an a pro rata (in proportion to their respective Commitments) undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereofLoan, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) ratable part of such unpaid principal amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing Loan in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing Loan shall be paid to Administrative Agent for the ratable benefit of NationsBank and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt Loan under this SECTION 2.2(b); PROVIDED THATprovided that, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which CREDIT AGREEMENT such participation relates prior to the date of funding such participation shall be payable solely to NationsBank for its own account.

Swing Line Subfacility. (a) For Subject to the convenience of the parties and as an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings hereof and relying upon the representations and warranties herein set forth in SECTION 7.3(b)forth, each Swing Line Lender agrees, severally and not jointly, on and after the Closing Date and until the earlier of the Business Day immediately preceding the Termination Date or the termination of the Swing Line Committed Sum of such Swing Line Lender, (c)i) to make available to Borrower requested Swing Line Borrowings ("QUOTED SWING LINE BORROWINGS") on the basis of quoted interest rates (each, a "QUOTED SWING LINE RATE") furnished by such Swing Line Lender from time to time in its discretion to Borrower (d), through Administrative Agent) and accepted by Borrower in its discretion and (e), directly ii) to lend to Borrower as a such Swing Line Lender's Percentage Part of any requested Swing Line Borrowing without requiring any other Lender ("ALTERNATE RATE SWING LINE BORROWINGS"), bearing interest at a rate equal to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicablethe Alternate Rate; PROVIDED THAT: provided that, (i) each such Borrowing must occur on a Business Day prior to, and not on or after, the Swing Line Maturity Date; (iiA) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iiiB) on any date of determination, the Revolver Commitment Usage Principal Debt shall never exceed the Revolver Commitment; (ivC) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vD) each no Swing Line Borrowing shall bear interest at may be made on any date on which a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings Borrowing under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased this Agreement pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate2.1 is being made; and (viE) no additional Swing Line Borrowing Borrowings shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(bSECTIONS 2.2(c) and (d), to either fund a Borrowing under this Agreement or to purchase a participation in any the Swing Line Borrowing Principal Debt as provided required in such Section, and Sections (such unavailability of the Swing Line Subfacility shall continue until such funding or purchase shall occur or until the Swing Line Borrowing Principal Debt has been repaid); and (F) at any time after Lenders are deemed to have purchased a participation in any Unrefunded Swing Line Borrowing pursuant to SECTION 2.2(d), such Unrefunded Swing Line Borrowings shall bear interest at the Default Rate. On any date of determination, (i) as a result of Quoted Swing Line Borrowings, the Swing Line Principal Debt owed to any Swing Line Lender may exceed such Swing Line Lender's Swing Line Committed Sum and (ii) as a result of Swing Line Borrowings, the Principal Debt owed to any Swing Line Lender may exceed its Commitment. Each Quoted Swing Line Borrowing shall be made only by the Swing Line Lender furnishing the relevant Quoted Swing Line Rate. Each Alternate Rate Swing Line Borrowing shall be made by all Swing Line Lenders ratably in accordance with their respective Percentage Parts. Swing Line Borrowings shall be made in a minimum aggregate principal amount of $1,000,000 or an integral multiple of $250,000 if in excess thereof (or an aggregate principal amount equal to the remaining balance of the available Swing Line Commitment). Each Swing Line Lender shall make the portion of each Swing Line Borrowing to be made by it available to Borrower by means of a credit to the general deposit account of Borrower with Administrative Agent or by a wire transfer, at the expense of Borrower, to an account designated in writing by Borrower, in each case by 2:30 p.m, Dallas, Texas time, on the date such Swing Line Borrowing is requested to be made pursuant to SECTION 2.2(b) below, in immediately available funds. Borrower may borrow, prepay, and reborrow Swing Line Borrowings on or after the Closing Date and prior to the Termination Date (or such earlier date on which the Swing Line Commitment shall terminate in accordance herewith) on the terms and subject to the conditions and limitations set forth herein. (b) Borrowings under the Swing Line Subfacility shall be available subject to those terms and may be prepaid on same day conditions applicable to Borrowings as set forth in SECTIONS 5.2(c), (d), (e), and (f). Borrower shall give Administrative Agent telephonic, written, or telecopy notice substantially in the form of EXHIBIT B-7 (provided that, in the case of telephonic notice from Borrower to NationsBanknotice, SO LONG AS such notice is received shall be promptly confirmed by NationsBank prior to 12:00 noon telecopy) no later than 1:30 p.m., Dallas, Texas time (or, in the case of a proposed Quoted Swing Line Borrowing, 11:00 a.m., Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears , on the last Business Day day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such a proposed Swing Line Borrowing. (b) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon the earlier to occur of . Such notice shall be delivered on a Default or the Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation irrevocable (subject, in such the case of Quoted Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereofBorrowings, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(b); PROVIDED THAT, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to NationsBank for its own account.364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan PapersDocuments, NationsBankSwing Line Lender, solely for its own account, may make any requested Borrowing of $250,000 1,000,000 or a greater integral multiple thereofof $100,000, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), Sections 7.3(c) through (c), (d), and (eh), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(bSection 2.6(b) is applicable; PROVIDED THATprovided that: (i) each such Swing Line Borrowing must occur on a Business Day prior to, and not on or after, no later than the Swing Line Maturity DateBusiness Day immediately preceding the Termination Date for the Revolver Facility; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) the Revolver Principal Debt outstanding on any date of determination shall not exceed the Revolver Commitment then in effect; (v) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vvi) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under for the Revolver Facility; provided that, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) Section 2.6(b), a participation in any Swing Line Borrowing, such Borrowing shall bear interest Credit Agreement 36 at the Default Rate; and (vivii) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(bSection 2.6(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBankSwing Line Lender, SO LONG AS so long as such notice is received by NationsBank Swing Line Lender prior to 12:00 noon (Dallas, Texas time). Interest Accrued interest on Swing Line Borrowings shall be paid monthly in arrears due and payable on each March 31, June 30, September 30, and December 31, and on the last Business Day of each monthTermination Date for the Revolver Facility. Principal on On each Swing Line Borrowing Maturity Date, all Swing Line Principal Debt then outstanding shall be repaid on the last Business Day of the month following such Swing Line Borrowingin full. (b) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon funds cannot be or are not advanced under the earlier Revolver Facility to occur of a Default or satisfy the obligations under the Swing Line Maturity Date)Subfacility, Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas noon, Dallas, Texas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank Swing Line Lender an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part Commitment Percentage (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank Swing Line Lender in immediately available funds such Revolver Lender's Pro Rata Part Commitment Percentage (with respect to the Revolver Facility) of the unpaid amount of such unpaid amountSwing Line Borrowing. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Revolver Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank Swing Line Lender shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank Swing Line Lender and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(bSection 2.6(b); PROVIDED THATprovided that, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding funding, such participation shall be payable solely to NationsBank Swing Line Lender for its own account. In the event that any payment received by Swing Line Lender is required to be returned, each Revolver Lender will return to Swing Line Lender any portion thereof previously distributed by Swing Line Lender to it. (c) Notwithstanding anything to the contrary in this Agreement, each Revolver Lender's obligation to fund the Borrowings and to purchase and fund participating interests pursuant to Section 2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense, or other Right which such Revolver Lender or Borrower may have against the Swing Line Lender, Borrower, or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Potential Default or a Default or the failure to satisfy any of the conditions specified in Section 7; (iii) any adverse change in the condition (financial or otherwise) of any Company; (iv) any breach of this Agreement by any Credit Agreement 37 Company or any Lender; or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Subfacility. (aA) For Subject to the convenience terms and conditions hereof, Swing Line Lender agrees to make Swing Line Loans to Borrower at any time on or prior to the Maturity Date, not to exceed an amount at any one time outstanding equal to $5,000,000. Swing Line Loans shall constitute Borrowings for all purposes hereunder, except that Swing Line Loans shall not be considered a utilization of any Lender's Commitment. Notwithstanding the foregoing, (i) the Total Principal Debt (including, without limitation, all Swing Line Loans) shall not at any time exceed the Total Commitment, (ii) the Commitment Usage may not exceed the Availability Amount, and (c) the sum of (i) each Lender's Principal Debt plus (ii) such Lender's Pro Rata Part of the parties LC Exposure and as an integral part of all Swing Line Loans may not exceed such Lender's Commitment. (B) Each request for a Swing Line Loan shall be in the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing amount of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), directly to of $250,000. Borrower as may request a Swing Line Loan by submitting a Notice of Borrowing without requiring to Administrative Agent and Swing Line Lender. Such Notice of Borrowing must be received by Administrative Agent and Swing Line Lender no later than 1:00 p.m. on the Borrowing Date for such Swing Line Loan, provided that Borrower shall have provided telephonic notice to Administrative Agent and Swing Line Lender no later than 1:00 p.m. on the Borrowing Date for such Swing Line Loan. Swing Line Lender shall make such Swing Line Loan available to Borrower in New York, New York at 3:00 p.m. on such Borrowing Date. (C) Upon the occurrence of an Event of Default or in the event that any other Swing Line Loan shall be outstanding for more than five (5) Business Days, Administrative Agent shall, on behalf of Borrower (which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing from Lenders (and each Lender to shall fund its Pro Rata Part thereof unless and until SECTION 2.2(bthereof) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or after, in an amount sufficient to repay the Swing Line Maturity Date; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) at the time of under such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuingLoan; (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowingprovided that, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line be made notwithstanding Borrower's noncompliance with SECTION 7. The proceeds of such Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), immediately applied to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following repay such Swing Line Borrowing. Loan. If, for any reason, a Borrowing may not be (bas determined by Administrative Agent in its sole discretion), or is not, made pursuant to this SECTION 2.5(C) If Borrower fails to repay any Swing Line Loan as required hereby, then, effective on the date such Borrowing as provided herein (would otherwise have been made, each Lender severally, unconditionally, and irrevocably agrees that it shall be deemed to have purchased an undivided participating interest in any event upon the earlier to occur of a Default or the such Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender Loan (an "UNREFUNDED SWING LINE BORROWING") to the extent of such failure and of Lender's Pro Rata Part thereof. Each Lender shall fund a Borrowing or a participation in the date and amount not paid. No Unrefunded Swing Line Borrowings no later than the close of business on the date notice of such notice funding requirement is given (by Administrative Agent if such notice was given prior to 12:00 noon Dallas time 11:00 a.m. on any Business Day, or, or if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender under this SECTION 2.5(C) shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank Swing Line Lender shall be deemed to continue to have outstanding a its ratable portion of the Principal Debt of such Swing Line Borrowing Loan in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing Loan shall be paid to Administrative Agent for the ratable benefit of NationsBank Swing Line Lender and those Revolver Lenders who have hold funded their participations in such Swing Line Principal Debt Loan under this SECTION 2.2(b2.5(C); PROVIDED THAT, provided that with respect to any such participation, all interest accruing on the Principal Debt of such Swing Line Principal Debt Loan to which such participation relates accruing prior to the date of funding such participation participation, shall be payable solely to NationsBank Administrative Agent for the account of Swing Line Lender (and all Lenders holding funded participations in any Unrefunded Swing Line Borrowing prior to such date). Any Lender holding a participation in any Unrefunded Swing Line Borrowing may exercise any and all rights of banker's lien, setoff, or counterclaim with respect to any and all moneys owing by Borrower to such Lender by reason thereof as fully as if such Lender had extended such Borrowing directly to Borrower in the amount of such participation. Whenever, at any time after Swing Line Lender has received from any Lender such Lender's participating interest in any Swing Line Loan, Swing Line Lender receives any payment on account thereof, Swing Line Lender will promptly distribute to such Lender its own accountparticipating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by Swing Line Lender is required to be returned, such Lender will return to Swing Line Lender any portion thereof previously distributed by Swing Line Lender to it. (D) Each Lender's obligation to purchase an interest in all Swing Line Loans shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation (i) any set-off, counterclaim, recoupment, defense, or other right which such Lender or any other Person may have against Swing Line Lender or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Potential Default or Event of Default or the termination of any Lender's Commitment, (iii) the occurrence of any Material Adverse Event, (iv) any breach of this Agreement or any other Loan Document by Borrower, any of its Affiliates, Administrative Agent, or any other Lender, or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. Any portion of a Swing Line Loan not so purchased and converted may be treated by Swing Line Lender as a Borrowing which was not funded by the non-purchasing Lenders as contemplated in SECTION 2.4(B), and as a funding by Swing Line Lender under the Total Commitment in excess of Swing Line Lender's Commitment. Each Swing Line Loan, once so sold, shall cease to be a Swing Line Loan for the purposes of this Agreement, but shall be a Borrowing made under the Total Commitment and each Lender's Commitment.

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of parties, the transactions contemplated by the Loan Papers, NationsBankAgent, solely for its own account, may make any requested Borrowing of not less than $250,000 500,000 (or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), of $100,000) directly to Borrower as a Swing Line Borrowing without requiring any each other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b2.4(B) is applicable; PROVIDED THAT: . Swing Line Borrowings are subject to the following conditions: (i) each such Each Swing Line Borrowing must occur on a Business Day prior to, and not on or after, before the Swing Line Maturity Date; ; (ii) When determined, (x) the aggregate Swing Line Principal Debt outstanding on any date of determination shall may not exceed $2,000,000, (y) the Facility A Commitment Usage may not exceed the Swing Line Facility A Committed Sum and (z) the Facility A Commitment Usage, when aggregated with the Facility B Principal Debt, may not exceed the Total Commitment; 24 (iii) on On any date when Borrowings equal to or in excess of determination$2,000,000 are funded under Facility A, all or a portion of the Revolver Commitment Usage proceeds of those Borrowings shall never exceed be used to repay in full all indebtedness then outstanding under the Revolver Commitment; Swing Line Subfacility; (iv) at the time of such Each Swing Line Borrowing is deemed an ABR Borrowing, no Default or Potential Default shall have occurred and be continuing; and (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be is available and may be prepaid on same same-day telephonic notice from Borrower to NationsBankAgent, SO LONG AS such if notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line Borrowing.Agent before 11:00 a.m. (b) If Borrower fails to repay any Swing Line Borrowing as provided herein within two (and in any event 2) Business Days after demand by Agent (or upon the earlier earliest to occur of a Default Default, the Facility A Termination Date, or the Swing Line Maturity Datedate when the aggregate Committed Sums of all Lenders under the entire Facility A are cancelled), Administrative Agent shall timely promptly notify each Revolver Lender of such Borrower's failure and of the date and amount not paidunpaid amount. No later than the close of business on the date such Agent gives notice (if notice is given (if such notice was given prior to before 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased purchase and received receive from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and Agent a ratable participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank Agent in immediately available funds such Revolver Lender's its Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include , together with interest thereon from the date on which such when its payment is payable by such Revolver Lender was due to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agentof payment, at the Federal Funds Rate. If such a Lender does not promptly pay such its amount upon Administrative Agent's demand therefordemand, and until such time as such Revolver Lender makes the required payment, NationsBank shall be Agent is deemed to continue to have outstanding a Swing Line Borrowing in the amount of such the Lender's unpaid obligation. Each Borrower shall make each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank Agent and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt Borrowings under this SECTION 2.2(b); PROVIDED THAT, with respect to any such participation, 2.4(b) (but all interest accruing on the Swing Line Principal Debt to which such participation relates prior to Borrowings before the funding date of funding such any participation shall be is payable solely to NationsBank Agent for its own account).

Swing Line Subfacility. (a) For Subject to the convenience terms and conditions hereof, if necessary to meet Borrower’s funding deadlines, Administrative Agent agrees to make Swing Line Loans to Borrower at any time on or prior to the three (3) Business Days prior to the Termination Date, not to exceed an amount at any one time outstanding equal to the lesser of (i) $50,000,000.00, and (ii) the parties and as an integral part Unused Commitment. Swing Line Loans shall constitute “Borrowings” for all purposes hereunder, except that Swing Line Loans shall not be considered a utilization of any Lender’s Commitment (other than of Administrative Agent). Swing Line Loans aggregating more than $15,000,000.00 may not be outstanding for more than fourteen (14) consecutive Business Days. (b) Each request for a Swing Line Loan shall be in the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing amount of $250,000 500,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), directly to of $500,000. Borrower as may request a Swing Line Loan by submitting a Notice of Borrowing without requiring any other to Administrative Agent. Such Notice of Borrowing must be received by Administrative Agent no later than 12:00 noon on the Borrowing Date for such Swing Line Loan; provided that Borrower shall have provided telephonic notice to Administrative Agent no later than 11:00 a.m. on the Borrowing Date for such Swing Line Loan. Administrative Agent shall make such Swing Line Loan available to Borrower in Houston, Texas at 12:00 noon on such Borrowing Date. (c) Upon the occurrence of a Default, Administrative Agent shall, on behalf of Borrower (which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing (unless Borrower has requested a Eurodollar Borrowing in accordance with the terms of this Agreement) from Lenders (and each Lender to shall fund its Pro Rata Part thereof unless and until SECTION 2.2(bShare thereof) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or after, in an amount sufficient to repay the Swing Line Maturity Date; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the under such Swing Line CommitmentLoan; (iii) on any date provided that such Borrowing shall be made notwithstanding Borrower’s noncompliance with Section 5. The proceeds of determinationsuch Borrowing shall be immediately applied to repay such Swing Line Loan. If such Lender does not promptly make such Borrowing upon Administrative Agent’s demand therefor, and until such time as such Lender makes the Revolver Commitment Usage required payment, Administrative Agent shall never exceed be deemed to continue to have outstanding its ratable portion of the Revolver Commitment; (iv) at the time Principal Debt of such Swing Line BorrowingLoan in the amount of such unpaid obligation. If, no Default or Potential Default shall have occurred and be continuing; for any reason (v) each Swing Line Borrowing shall bear interest at a rate per annum equal including but not limited to the LESSER OF filing of a petition in bankruptcy with respect to Borrower), a Borrowing may not be (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facilityas determined by Administrative Agent in its sole discretion), AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased or is not, made pursuant to SECTION 2.2(bthis Section 2.2(c) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line Borrowing. (b) If Borrower fails to repay any Swing Line Loan as required hereby, then, effective on the date such Borrowing as provided herein (would otherwise have been made, each Lender severally, unconditionally, and irrevocably agrees that it shall be deemed to have purchased an undivided participating interest in any event upon the earlier to occur of a Default or the such Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender Loan (an “Unrefunded Swing Line Borrowing”) to the extent of such failure and of Lender’s Pro Rata Share thereof. Each Lender shall fund a Borrowing or a participation in the date and amount not paid. No Unrefunded Swing Line Borrowings no later than the close of business on the date notice of such notice funding requirement is given (by Administrative Agent if such notice was given prior to 12:00 noon Dallas time 11:00 a.m. on any Business Day, or, or if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender under this Section 2.2(c) shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing Loan shall be paid to Administrative Agent for the ratable benefit of NationsBank Administrative Agent and those Revolver Lenders who have hold funded their participations in such Swing Line Principal Debt Loan under this SECTION 2.2(bSection 2.2(c); PROVIDED THAT, provided that with respect to any such participation, all interest accruing on the Principal Debt of such Swing Line Principal Debt Loan to which such participation relates accruing prior to the date of funding such participation participation, shall be payable solely to NationsBank Administrative Agent for the account of Administrative Agent (and all Lenders holding funded participations in any Unrefunded Swing Line Borrowing prior to such date). Any Lender holding a participation in any Unrefunded Swing Line Borrowing may exercise any and all Rights of banker’s lien, setoff, or counterclaim with respect to any and all moneys owing by Borrower to such Lender by reason thereof as fully as if such Lender had extended such Borrowing directly to Borrower in the amount of such participation. Whenever, at any time after Administrative Agent has received from any Lender such Lender’s participating interest in any Swing Line Loan, Administrative Agent receives any payment on account thereof, Administrative Agent will promptly distribute to such Lender its own accountparticipating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by Administrative Agent is required to be returned, such Lender will return to Administrative Agent any portion thereof previously distributed by Administrative Agent to it. (d) Unless Administrative Agent knew at the time Administrative Agent funded a Swing Line Loan that Borrower had not satisfied the conditions in this Agreement to obtain a Borrowing, each Lender’s obligation to either make a Borrowing to refund, or to purchase a participation interest in, its Pro Rata Share of all Swing Line Loans as provided in Section 2.2(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation (i) any set-off, counterclaim, recoupment, defense, or other right which such Lender or any other Person may have against Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Potential Default or Default or the termination of any Lender’s Commitment, (iii) the occurrence of any Material Adverse Event, (iv) any breach of this Agreement or any other Loan Document by any Company, any Agent, or any other Lender, or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. Any portion of a Swing Line Loan which has not been refunded by a Borrowing may be treated by Administrative Agent as a Borrowing which was not funded by the non-purchasing Lenders as contemplated in Section 2.2(c) of this Agreement, and as a funding by Administrative Agent under the Total Commitment in excess of Administrative Agent’s Commitment. Each Swing Line Loan refunded by a Borrowing shall cease to be a Swing Line Loan for the purposes of this Agreement but shall be a Borrowing made under the Total Commitment and each Lender’s Commitment.

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan PapersDocuments, NationsBankSwing Line Lender, solely for its own account, may agrees to make any requested Borrowing of $250,000 100,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and SECTIONS 7.2(c) through (e), directly to Borrower Borrowers as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b2.3(b) is applicable; PROVIDED THATprovided that: (i) each such Swing Line Borrowing must occur on a Business Day prior to, and not on or after, no later than the Swing Line Maturity Business Day immediately preceding the Termination Date; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) the Principal Debt outstanding on any date of determination shall not exceed the Revolver Commitment then in effect; (v) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vvi) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT provided that at any time after Revolver Lenders are deemed to have purchased purchased, pursuant to SECTION 2.2(b) 2.3(b), a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vivii) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b2.3(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility Borrowing shall be available and may be prepaid on same day telephonic notice from any Borrower to NationsBankSwing Line Lender, SO LONG AS so long as such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line Borrowing. (b) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon the earlier to occur of a Default or the Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(b); PROVIDED THAT, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to NationsBank for its own account.Line

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan PapersDocuments, NationsBankSwing Line Lender, solely for its own account, may agrees to make any requested Borrowing of $250,000 500,000 or a greater integral multiple thereofof $100,000, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b7.4(b), (c), (d), (e), and (ef), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b2.5(b) is applicable; PROVIDED THATprovided that: (i) each such Swing Line Borrowing must occur on a Business Day prior to, and not on or after, no later than the Swing Line Maturity DateBusiness Day immediately preceding the Termination Date for the Revolver Facility; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) the Swing Line Principal Debt outstanding on any date of determination shall not exceed the Revolver Commitment then in effect; (v) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vvi) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) a rate mutually agreed upon by Borrower and Swing Line Lender or, if no such rate is mutually agreed upon, the Base Rate plus the Applicable Margin for Base Rate Borrowings under for the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT provided that at any time after Revolver Lenders are deemed to have purchased purchased, pursuant to SECTION 2.2(b) 2.5(b), a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vivii) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b2.5(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBankSwing Line Lender, SO LONG AS so long as such notice is received by NationsBank Swing Line Lender prior to 12:00 noon (1:00 p.m., Dallas, Texas time). Interest Accrued interest on Swing Line Borrowings shall be paid monthly in arrears due and payable on each March 31, June 30, September 30, and December 31, and on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on Termination Date for the last Business Day of the month following such Swing Line BorrowingRevolver Facility. (b) Borrowings under the Swing Line Subfacility shall be due no later than seven days after such Swing Line Borrowing is made. If Borrower fails to repay any Swing Line Borrowing as provided herein (herein, and in any event upon funds cannot be or are not advanced under the earlier Revolver Facility to occur of a Default or satisfy the obligations under the Swing Line Maturity Date)Subfacility, Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas noon, Dallas, Texas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(b); PROVIDED THAT, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to NationsBank for its own account.received

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan Paperssubject to Section 2.1.1(b)(iii), NationsBankSwing Line Lender, solely for its own accountaccount but as part of the Revolving Credit Facility, may may, at any time and from time to time, make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), Loan directly to Borrower as a Swing Line Borrowing Loan without requiring any each other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(bSection 2.4(b) is applicable; PROVIDED THAT: . Swing Line Loans are subject to the following conditions: (i) each such Borrowing Each Swing Line Loan must occur on a Business Day prior to, and not on or after, before the Swing Line Maturity Date; ; (ii) When determined, (x) the aggregate Swing Line Principal Debt outstanding on any date of determination shall may not exceed $10,000,000, and (y) the Revolving Credit Commitment Usage may not exceed the Swing Line Revolving Credit Commitment; ; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) at the time of such Each Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; Loan is (vx) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such Swing Line Lender if notice is received by NationsBank prior to before 12:00 noon, (y) may be borrowed for periods, at Borrower's election, of 1, 2, 3, 4, 5, 6, or 7 days, and (z) is due and payable at 12:00 noon on its due date; and (Dallas, Texas time). Interest on iv) Each Swing Line Borrowings shall Loan may be paid monthly in arrears prepaid on the last Business Day of each month. Principal on each same-day telephonic notice from Borrower to Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line BorrowingLender, if notice is received before 12:00 noon. (b) If Borrower fails to repay any Swing Line Borrowing as provided herein Loan when due (and in any event or upon the earlier earliest to occur of a Default Default, the Revolving Credit Termination Date, or the date when the Revolving Credit Commitments are canceled), Swing Line Maturity Date), Administrative Lender shall notify Agent shall timely notify and each Revolver Lender of such Borrower's failure and of the date and amount not paidunpaid amount. No later than the close of business on the date such Swing Line Lender gives notice (if notice is given (if such notice was given prior to before 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased purchase and received receive from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in Swing Line Lender its Pro Rata Part of such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, Loan and each Revolver Lender shall make available to NationsBank Swing Line Lender in immediately available funds such Revolver Lender's its Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include , together with interest thereon from the date on which such when its payment is payable by such Revolver Lender was due to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agentof payment, at the Federal Funds Default Rate. If such a Lender does not promptly pay such its amount upon Administrative AgentSwing Line Lender's demand therefordemand, and until such time as such Revolver Lender makes the required payment, NationsBank shall be Swing Line Lender is deemed to continue to have outstanding a Swing Line Borrowing Loan in the amount of such the Lender's unpaid obligation. Each Borrower shall make each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid Loan to Administrative Agent Swing Line Lender for the ratable benefit of NationsBank Swing Line Lender and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt Loan under this SECTION 2.2(b); PROVIDED THAT, with respect to any such participation, Section 2.4(b) (but all interest accruing on the Swing Line Principal Debt to which such participation relates prior to Loan before the funding date of funding such any participation shall be is payable solely to NationsBank Swing Line Lender for its own account).

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan PapersDocuments, NationsBankSwing Line Lender, solely for its own account, may agrees to make any requested Borrowing of $250,000 1,000,000 or a greater integral multiple thereofof $100,000, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c7.3(c), (d), (e), (f), (g), and (eh), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b2.5(b) is applicable; PROVIDED THAT: (i) each such Swing Line Borrowing must occur on a Business Day prior to, and not on or after, no later than the Swing Line Maturity DateBusiness Day immediately preceding the Termination Date for the Revolver Facility; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) the Revolver Principal Debt outstanding on any date of determination shall not exceed the Revolver Commitment then in effect; (v) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vvi) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus PLUS the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased purchased, pursuant to SECTION 2.2(b) 2.5(b), a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vivii) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b2.5(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBankSwing Line Lender, SO LONG AS such notice is received by NationsBank Swing Line Lender prior to 12:00 noon (1:00 p.m., Dallas, Texas time). Interest Accrued interest on Swing Line Borrowings shall be paid monthly in arrears due and payable on each March 31, June 30, September 30, and December 31, and on the last Business Day of each monthTermination Date for the Revolver Facility. Principal on On each Swing Line Borrowing Maturity Date, all Swing Line Principal Debt then outstanding shall be repaid on the last Business Day of the month following such Swing Line Borrowingin full. (b) If Borrower fails to repay any Swing Line Borrowing as provided herein (herein, and in any event upon funds cannot be or are not advanced under the earlier Revolver Facility to occur of a Default or satisfy the obligations under the Swing Line Maturity Date)Subfacility, Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas noon, Dallas, Texas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank Swing Line Lender an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank Swing Line Lender in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of the unpaid amount of such unpaid amountSwing Line Borrowing. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Revolver Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank Swing Line Lender shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank Swing Line Lender and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(b2.5(b); PROVIDED THAT, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to NationsBank Swing Line Lender for its own account. In the event that any payment received by the Swing Line Lender is required to be returned, each Revolver Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (c) Notwithstanding anything to the contrary in this Agreement, each Revolver Lender's obligation to fund the Borrowings and to purchase and fund participating interests pursuant to SECTION 2.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense, or other Right which such Revolver Lender or Borrower may have against the Swing Line Lender, Borrower, or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Potential Default or a Default or the failure to satisfy any of the conditions specified in SECTION 7; (iii) any adverse change in the condition (financial or otherwise) of any Loan Party; (iv) any breach of this Agreement by Borrower, any Guarantor, or any Lender; or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Subfacility. (ai) For Subject to the convenience terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the parties and as other Lenders set forth in this Section 2.01(c), to make loans (each such loan, a "Swing Line Loan") to the Company from time to time on any Business Day from the Closing Date to the Termination Date in an integral part aggregate amount not to exceed at any time outstanding the amount of the transactions contemplated Swing Line Subfacility, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Principal Debt of the Lender acting as Swing Line Lender, may exceed the amount of such Lender's Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Principal Debt shall not exceed the Revolving Credit Commitments, and (ii) the aggregate Principal Debt of the Revolving Credit Loans of any Lender, plus such Lender's Pro Rata Share of the Principal Debt of all Letter of Credit Exposure, plus such Lender's Pro Rata Share of the Principal Debt of all Swing Line Loans shall not exceed such Lender's Revolving Credit Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(c), prepay under Section 4.04, and reborrow under this Section 2.01(c). Each Swing Line Loan shall be a Prime Rate Advance. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender's Pro Rata Share times the amount of such Swing Line Loan. (ii) Each Swing Line Borrowing shall be made upon the Company's irrevocable notice to the Swing Line Lender and Administrative Agent, which may be given by telephone. Each such notice must be received by the Loan PapersSwing Line Lender and Administrative Agent not later than 1:00 p.m. on the requested borrowing date, NationsBankand shall specify (i) the amount to be borrowed, solely for its own account, may make any requested Borrowing which shall be a minimum of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d)of $50,000, and (e)ii) the requested borrowing date, directly which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to Borrower as a the Swing Line Borrowing without requiring Lender of a written notice, appropriately completed and signed by a responsible officer of the Company. Promptly after receipt by the Swing Line Lender of any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or aftertelephonic Swing Line Loan notice, the Swing Line Maturity Date; Lender will confirm with the Administrative Agent (iiby telephone or in writing) that the aggregate Administrative Agent has also received such Swing Line Principal Debt outstanding on any date of determination shall not exceed Loan notice and, if not, the Swing Line Commitment; Lender will notify the Administrative Agent (iiiby telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on any the date of determination, the Revolver Commitment Usage shall never exceed proposed Swing Line Borrowing (A) directing the Revolver Commitment; (iv) at the time of Swing Line Lender not to make such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (v) each Swing Line Borrowing shall bear interest at Loan as a rate per annum equal result of the limitations set forth in the proviso to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements first sentence of SECTION 2.2(bSection 2.01(c)(i), or (B) that one or more of the applicable conditions specified in Article 7 is not then satisfied, then, subject to purchase a participation in any Swing Line Borrowing as provided in such Sectionthe terms and conditions hereof, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBankLender will, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears not later than 3:00 p.m. on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line Borrowing. (b) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon the earlier to occur of a Default or the Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender of such failure and of the borrowing date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation specified in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereofLoan notice, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any its Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(b); PROVIDED THAT, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior Loan available to the date of funding such participation shall be payable solely to NationsBank for its own account.Company. AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Swing Line Subfacility. (a) For Subject to the convenience terms and conditions hereof, if necessary to meet Borrower's funding deadlines, NationsBank agrees to make Swing Line Loans to Borrower at any time on or prior to the Swing Line Maturity Date, not to exceed an amount at any one time outstanding equal to the lesser of (i) $75,000,000, and (ii) the parties difference between the Total Commitment and as the Total Principal Debt. Swing Line Loans shall constitute "Borrowings" for all purposes hereunder, except that Swing Line Loans shall not be considered a utilization of any Lender's Commitment. Notwithstanding the foregoing, the Total Principal Debt (including, without limitation, all Swing Line Loans) shall not at any time exceed the Total Commitment. (b) Each request for a Swing Line Loan shall be in an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of amount equal to $250,000 1,000,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), directly to of $50,000. Borrower as may request a Swing Line Loan by submitting a Borrowing without requiring Request to Administrative Agent and NationsBank. Such Borrowing Request must be received by Administrative Agent and NationsBank no later than 11:00 a.m. on the Borrowing Date for such Swing Line Loan, provided that Borrower shall have provided telephonic notice to Administrative Agent and NationsBank no later than 11:00 a.m. on the Borrowing Date for such Swing Line Loan. NationsBank shall make such Swing Line Loan available to Borrower in Dallas, Texas at 1:00 p.m. on such Borrowing Date. (c) Upon the occurrence of a Default or in the event that any other Swing Line Loan shall be outstanding for more than five (5) Business Days, Administrative Agent shall, on behalf of Borrower (which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing from Lenders (and each Lender to shall fund its Pro Rata Part thereof unless and until SECTION 2.2(bthereof) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or after, in an amount sufficient to repay the Swing Line Maturity Date; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) at the time of under such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuingLoan; (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowingprovided that, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line be made notwithstanding Borrower's noncompliance with Section 5. The proceeds of such Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), immediately applied to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following repay such Swing Line Borrowing. Loan. If, for any reason, a Borrowing may not be (bas determined by Administrative Agent in its sole discretion), or is not, made pursuant to this Section 2.4(c) If Borrower fails to repay any Swing Line Loan as required hereby, then, effective on the date such Borrowing as provided herein (would otherwise have been made, each Lender severally, unconditionally, and irrevocably agrees that it shall be deemed to have purchased an undivided participating interest in any event upon the earlier to occur of a Default or the such Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender Loan (an "Unrefunded Swing Line Borrowing") to the extent of such failure and of Lender's Pro Rata Part thereof. Each Lender shall fund a Borrowing or a participation in the date and amount not paid. No Unrefunded Swing Line Borrowings no later than the close of business on the date notice of such notice funding requirement is given (by Administrative Agent if such notice was given prior to 12:00 noon Dallas time 11:00 a.m. on any Business Day, or, or if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender under this Section 2.3(c) shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a its ratable portion of the Principal Debt of such Swing Line Borrowing Loan in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing Loan shall be paid to Administrative Agent for the ratable benefit of NationsBank and those Revolver Lenders who have hold funded their participations in such Swing Line Principal Debt Loan under this SECTION 2.2(bSection 2.4(c); PROVIDED THAT, provided that with respect to any such participation, all interest accruing on the Principal Debt of such Swing Line Principal Debt Loan to which such participation relates accruing prior to the date of funding such participation participation, shall be payable solely to Administrative Agent for the account of NationsBank (and all Lenders holding funded participations in any Unrefunded Swing Line Borrowing prior to such date). Any Lender holding a participation in any Unrefunded Swing Line Borrowing may exercise any and all Rights of banker's lien, setoff, or counterclaim with respect to any and all moneys owing by Borrower to such Lender by reason thereof as fully as if such Lender had extended such Borrowing directly to Borrower in the amount of such participation. Whenever, at any time after NationsBank has received from any Lender such Lender's participating interest in any Swing Line Loan, NationsBank receives any payment on account thereof, NationsBank will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by NationsBank is required to be returned, such Lender will return to NationsBank any portion thereof previously distributed by NationsBank to it. (d) Unless Administrative Agent knew when NationsBank funded a Swing Line Loan that Borrower had not satisfied the conditions in this Agreement to obtain a Borrowing, each Lender's obligation to purchase an interest in all Swing Line Loans shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation (i) any set-off, counterclaim, recoupment, defense, or other right which such Lender or any other Person may have against NationsBank or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Potential Default or Default or the termination of any Lender's Commitment, (iii) the occurrence of any Material Adverse Event, (iv) any breach of this Agreement or any other Loan Document by Borrower, any of its own accountAffiliates, Administrative Agent, or any other Lender, or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. Any portion of a Swing Line Loan not so purchased and converted may be treated by NationsBank as a Borrowing which was not funded by the non- purchasing Lenders as contemplated in Section 2.2(c) of this Agreement, and as a funding by NationsBank under the Total Commitment in excess of NationsBank's Commitment. Each Swing Line Loan, once so sold, shall cease to be a Swing Line Loan for the purposes of this Agreement, but shall be a Borrowing made under the Total Commitment and each Lender's Commitment.

Swing Line Subfacility. (a) For Subject to the convenience of the parties and as an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings hereof and relying upon the representations and warranties herein set forth in SECTION 7.3(b)forth, each Swing Line Lender agrees, severally and not jointly, on and after the Closing Date and until the earlier of the Business Day immediately preceding the Facility A Termination Date or the termination of the Swing Line Committed Sum of such Swing Line Lender, (c)i) to make available to Borrower requested Swing Line Borrowings ("QUOTED SWING LINE BORROWINGS") on the basis of quoted interest rates (each, a "QUOTED SWING LINE RATE") furnished by such Swing Line Lender from time to time in its discretion to Borrower (d), through Administrative Agent) and accepted by Borrower in its discretion and (e), directly ii) to lend to Borrower as a such Swing Line Lender's Percentage Part of any requested Swing Line Borrowing without requiring any other Lender ("ALTERNATE RATE SWING LINE BORROWINGS"), bearing interest at a rate equal to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicablethe Alternate Rate; PROVIDED THAT: provided that, (i) each such Borrowing must occur on a Business Day prior to, and not on or after, the Swing Line Maturity Date; (iiA) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iiiB) on any date of determination, the Revolver Facility A Commitment Usage shall never exceed the Revolver Facility A Commitment; (ivC) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vD) each no Swing Line Borrowing shall bear interest at may be made on any date on which a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings Borrowing under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased Facility A pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate2.1 is being made; and (viE) no additional Swing Line Borrowing shall be made at any time after any Revolver Facility A Lender has refused, notwithstanding the requirements of SECTION 2.2(bSECTIONS 2.3(c) and (d), to either fund a Borrowing under Facility A or to purchase a participation in any the Swing Line Borrowing Principal Debt as provided required in such Section, and Sections (such unavailability of the Swing Line Subfacility shall continue until such funding or purchase shall occur or until the Swing Line Borrowing Principal Debt has been repaid); and (F) at any time after Facility A Lenders are deemed to have purchased a participation in any Unrefunded Swing Line Borrowing pursuant to SECTION 2.3(d), such Unrefunded Swing Line Borrowings shall bear interest at the Default Rate. On any date of determination, (i) as a result of Quoted Swing Line Borrowings, the Swing Line Principal Debt owed to any Swing Line Lender may exceed such Swing Line Lender's Swing Line Committed Sum and (ii) as a result of Swing Line Borrowings, the Facility A Principal Debt owed to any Swing Line Lender may exceed its Facility A Commitment. Each Quoted Swing Line Borrowing shall be made only by the Swing Line Lender furnishing the relevant Quoted Swing Line Rate. Each Alternate Rate Swing Line Borrowing shall be made by all Swing Line Lenders ratably in accordance with their respective Percentage Parts. Swing Line Borrowings shall be made in a minimum aggregate principal amount of $1,000,000 or an integral multiple of $250,000 if in excess thereof (or an aggregate principal amount equal to the remaining balance of the available Swing Line Commitment). Each Swing Line Lender shall make the portion of each Swing Line Borrowing to be made by it available to Borrower by means of a credit to the general deposit account of Borrower with Administrative Agent or by a wire transfer, at the expense of Borrower, to an account designated in writing by Borrower, in each case by 2:30 p.m, Dallas, Texas time, on the date such Swing Line Borrowing is requested to be made pursuant to SECTION 2.3(b) below, in immediately available funds. Borrower may borrow, prepay, and reborrow Swing Line Borrowings on AMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENT 23 29 or after the Closing Date and prior to the Facility A Termination Date (or such earlier date on which the Swing Line Commitment shall terminate in accordance herewith) on the terms and subject to the conditions and limitations set forth herein. (b) Borrowings under the Swing Line Subfacility shall be available subject to those terms and may be prepaid on same day conditions applicable to Borrowings as set forth in SECTIONS 5.2(c), (d), (e), and (f). Borrower shall give Administrative Agent telephonic, written, or telecopy notice substantially in the form of EXHIBIT B-7 (provided that, in the case of telephonic notice from Borrower to NationsBanknotice, SO LONG AS such notice is received shall be promptly confirmed by NationsBank prior to 12:00 noon telecopy) no later than 1:30 p.m., Dallas, Texas time (or, in the case of a proposed Quoted Swing Line Borrowing, 11:00 a.m., Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears , on the last Business Day day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such a proposed Swing Line Borrowing. Such notice shall be delivered on a Business Day, shall be irrevocable (subject, in the case of Quoted Swing Line Borrowings, to receipt by Borrower of Quoted Swing Line Rates acceptable to it) and shall refer to this Facility A Agreement and shall specify the requested Borrowing Date (which shall be a Business Day) and the amount of such requested Swing Line Borrowing. Administrative Agent shall promptly advise the Swing Line Lenders of any notice received from Borrower pursuant to this SECTION 2.3(b). In the event that Borrower accepts a Quoted Swing Line Rate in respect of a requested Quoted Swing Line Borrowing, Borrower shall notify Administrative Agent (which shall in turn notify the relevant Swing Line Lender) of such acceptance no later than 1:30 p.m., Dallas, Texas time, on the relevant Borrowing Date. (bc) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon Upon the earlier to occur occurrence of a Default or the Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of event that any Swing Line Borrowing shall be paid to outstanding for more than five Business Days, Administrative Agent for shall, on behalf of Borrower (which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing from the ratable benefit of NationsBank and those Revolver Lenders who have funded their participations in such Facility A Lenders, including the Swing Line Principal Debt under this SECTION 2.2(bLenders (and each Facility A Lender shall fund its Pro Rata Part of); PROVIDED THAT, with respect in an amount sufficient to any such participation, all interest accruing on repay the Swing Line Principal Debt to which outstanding under such participation relates prior to the date of funding Swing Line Borrowing; provided that, such participation Borrowings under Facility A shall be payable solely to NationsBank for its own account.made notwithstanding Borrower's noncompliance with SECTION

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan PapersDocuments, NationsBankSwing Line Lender, solely for its own account, may agrees to make any requested Borrowing of $250,000 1,000,000 or a greater integral multiple thereofof $100,000, subject to those terms and conditions applicable to Borrowings set forth in SECTION Section 7.3(b), (c), (d), (e), and (ef), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(bSection 2.6(b) is applicable; PROVIDED THATprovided that: (i) each such Swing Line Borrowing must occur on a Business Day prior to, and not on or after, no later than the Swing Line Maturity DateBusiness Day immediately preceding the Termination Date for the Revolver Facility; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) the Swing Line Principal Debt outstanding on any date of determination shall not exceed the Revolver Commitment then in effect; (v) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vvi) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Ratea rate mutually agreed to by Borrower and Swing Line Lender; PROVIDED THAT provided that at any time after Revolver Lenders are deemed to have purchased purchased, pursuant to SECTION 2.2(b) Section 2.6(b), a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vivii) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(bSection 2.6(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBankSwing Line Lender, SO LONG AS so long as such notice is received by NationsBank Swing Line Lender prior to 12:00 noon (1:00 p.m., Dallas, Texas time). Interest Accrued interest on Swing Line Borrowings shall be paid monthly in arrears due and payable on each March 31, June 30, September 30, and December 31, and on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on Termination Date for the last Business Day of the month following such Swing Line BorrowingRevolver Facility. (b) Borrowings under the Swing Line Subfacility shall be due one Business Day after demand. If Borrower fails to repay any Swing Line Borrowing as provided herein (herein, and in any event upon funds cannot be or are not advanced under the earlier Revolver Facility to occur of a Default or satisfy the obligations under the Swing Line Maturity Date)Subfacility, Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas noon, Dallas, Texas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank Swing Line Lender an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank Swing Line Lender in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of the unpaid amount of such unpaid amountSwing Line Borrowing. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Revolver Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank Swing Line Lender shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank Swing Line Lender and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(bSection 2.6(b); PROVIDED THATprovided that, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to NationsBank Swing Line Lender for its own account. In the event that any payment received by the Swing Line Lender is required to be returned, each Revolver Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (c) Notwithstanding anything to the contrary in this Agreement, each Revolver Lender's obligation to fund the Borrowings and to purchase and fund participating interests pursuant to Section 2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense, or other right which such Revolver Lender or Borrower may have against the Swing Line Lender, Borrower, or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Potential Default or a Default or the failure to satisfy any of the conditions specified in Section 7; (iii) any adverse change in the condition (financial or otherwise) of any Company; (iv) any breach of this Agreement by Borrower, any Guarantor, or any Lender; or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan PapersDocuments, NationsBankSwing Line Lender, solely for its own account, may make any requested Borrowing of $250,000 1,000,000 or a greater integral multiple thereofof $100,000, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), SECTIONS 7.3(c) through (c), (d), and (eh), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless UNLESS and until SECTION 2.2(b2.6(b) is applicable; PROVIDED THAT: (i) each such Swing Line Borrowing must occur on a Business Day prior to, and not on or after, no later than the Swing Line Maturity DateBusiness Day immediately preceding the Termination Date for the Revolver Facility; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) the Revolver Principal Debt outstanding on any date of determination shall not exceed the Revolver Commitment then in effect; (v) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vvi) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus PLUS the Applicable Margin for Base Rate Borrowings under for the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT THAT, at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) 2.6(b), a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vivii) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b2.6(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBankSwing Line Lender, SO LONG AS such notice is received by NationsBank Swing Line Lender prior to 12:00 noon (Dallas, Texas time). Interest Accrued interest on Swing Line Borrowings shall be paid monthly in arrears due and payable on each March 31, June 30, September 30, and December 31, and on the last Business Day of each monthTermination Date for the Revolver Facility. Principal on On each Swing Line Borrowing Maturity Date, all Swing Line Principal Debt then outstanding shall be repaid on the last Business Day of the month following such Swing Line Borrowing. (b) in full. If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon funds cannot be or are not advanced under the earlier Revolver Facility to occur of a Default or satisfy the obligations under the Swing Line Maturity Date)Subfacility, Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas noon, Dallas, Texas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank Swing Line Lender an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part Commitment Percentage (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank Swing Line Lender in immediately available funds such Revolver Lender's Pro Rata Part Commitment Percentage (with respect to the Revolver Facility) of the unpaid amount of such unpaid amountSwing Line Borrowing. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Revolver Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank Swing Line Lender shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank Swing Line Lender and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(b2.6(b); PROVIDED THAT, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding funding, such participation shall be payable solely to NationsBank Swing Line Lender for its own account. In the event that any payment received by Swing Line Lender is required to be returned, each Revolver Lender will return to Swing Line Lender any portion thereof previously distributed by Swing Line Lender to it. Notwithstanding anything to the contrary in this Agreement, each Revolver Lender's obligation to fund the Borrowings and to purchase and fund participating interests pursuant to SECTION 2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense, or other Right which such Revolver Lender or Borrower may have against the Swing Line Lender, Borrower, or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Potential Default or a Default or the failure to satisfy any of the conditions specified in SECTION 7; (iii) any adverse change in the condition (financial or otherwise) of any Company; (iv) any breach of this Agreement by any Company or any Lender; or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. TERMINATIONS OR REDUCTIONS OF COMMITMENTS.

Swing Line Subfacility. (a) For Subject to the convenience terms and conditions hereof, if necessary to meet Borrower’s funding deadlines, Administrative Agent agrees to make Swing Line Loans to Borrower at any time on or prior to the three (3) Business Days prior to the Termination Date, not to exceed an amount at any one time outstanding equal to the lesser of (i) $20,000,000, and (ii) the parties and as an integral part Unused Commitment. Swing Line Loans shall constitute “Borrowings” for all purposes hereunder, except that Swing Line Loans shall not be considered a utilization of any Lender’s Commitment (other than of Administrative Agent). (b) Each request for a Swing Line Loan shall be in the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing amount of $250,000 500,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), directly to of $500,000. Borrower as may request a Swing Line Loan by submitting a Notice of Borrowing without requiring to Administrative Agent. Such Notice of Borrowing must be received by Administrative Agent no later than 12:00 noon on the Borrowing Date for such Swing Line Loan; provided that Borrower shall have provided telephonic notice to Administrative Agent no later than 11:00 a.m. on the Borrowing Date for such Swing Line Loan. Administrative Agent shall make such Swing Line Loan available to Borrower in Chicago, Illinois at 12:00 noon on such Borrowing Date. (c) Upon the occurrence of a Default or if any other Swing Line Loan shall be outstanding for more than fourteen (14) Business Days, Administrative Agent shall, on behalf of Borrower (which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing (unless Borrower has requested a Eurodollar Borrowing in accordance with the terms of this Agreement) from Lenders (and each Lender to shall fund its Pro Rata Part thereof unless and until SECTION 2.2(bShare thereof) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or after, in an amount sufficient to repay the Swing Line Maturity Date; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the under such Swing Line CommitmentLoan; (iii) on any date provided that such Borrowing shall be made notwithstanding Borrower’s noncompliance with Section 5. The proceeds of determinationsuch Borrowing shall be immediately applied to repay such Swing Line Loan. If such Lender does not promptly make such Borrowing upon Administrative Agent’s demand therefor, and until such time as such Lender makes the Revolver Commitment Usage required payment, Administrative Agent shall never exceed be deemed to continue to have outstanding its ratable portion of the Revolver Commitment; (iv) at the time Principal Debt of such Swing Line BorrowingLoan in the amount of such unpaid obligation. If, no Default or Potential Default shall have occurred and be continuing; for any reason (v) each Swing Line Borrowing shall bear interest at a rate per annum equal including but not limited to the LESSER OF filing of a petition in bankruptcy with respect to Borrower), a Borrowing may not be (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facilityas determined by Administrative Agent in its sole discretion), AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased or is not, made pursuant to SECTION 2.2(bthis Section 2.2(c) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line Borrowing. (b) If Borrower fails to repay any Swing Line Loan as required hereby, then, effective on the date such Borrowing as provided herein (would otherwise have been made, each Lender severally, unconditionally, and irrevocably agrees that it shall be deemed to have purchased an undivided participating interest in any event upon the earlier to occur of a Default or the such Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender Loan (an “Unrefunded Swing Line Borrowing”) to the extent of such failure and of Lender’s Pro Rata Share thereof. Each Lender shall fund a Borrowing or a participation in the date and amount not paid. No Unrefunded Swing Line Borrowings no later than the close of business on the date notice of such notice funding requirement is given (by Administrative Agent if such notice was given prior to 12:00 noon Dallas time 11:00 a.m. on any Business Day, or, or if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender under this Section 2.2(c) shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing Loan shall be paid to Administrative Agent for the ratable benefit of NationsBank Administrative Agent and those Revolver Lenders who have hold funded their participations in such Swing Line Principal Debt Loan under this SECTION 2.2(bSection 2.2(c); PROVIDED THAT, provided that with respect to any such participation, all interest accruing on the Principal Debt of such Swing Line Principal Debt Loan to which such participation relates accruing prior to the date of funding such participation participation, shall be payable solely to NationsBank Administrative Agent for the account of Administrative Agent (and all Lenders holding funded participations in any Unrefunded Swing Line Borrowing prior to such date). Any Lender holding a participation in any Unrefunded Swing Line Borrowing may exercise any and all Rights of banker’s lien, setoff, or counterclaim with respect to any and all moneys owing by Borrower to such Lender by reason thereof as fully as if such Lender had extended such Borrowing directly to Borrower in the amount of such participation. Whenever, at any time after Administrative Agent has received from any Lender such Lender’s participating interest in any Swing Line Loan, Administrative Agent receives any payment on account thereof, Administrative Agent will promptly distribute to such Lender its own accountparticipating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by Administrative Agent is required to be returned, such Lender will return to Administrative Agent any portion thereof previously distributed by Administrative Agent to it. (d) Unless Administrative Agent knew at the time Administrative Agent funded a Swing Line Loan that Borrower had not satisfied the conditions in this Agreement to obtain a Borrowing, each Lender’s obligation to either make a Borrowing to refund, or to purchase a participation interest in, its Pro Rata Share of all Swing Line Loans as provided in Section 2.2(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation (i) any set-off, counterclaim, recoupment, defense, or other right which such Lender or any other Person may have against Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Potential Default or Default or the termination of any Lender’s Commitment, (iii) the occurrence of any Material Adverse Event, (iv) any breach of this Agreement or any other Loan Document by any Company, any Agent, or any other Lender, or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. Any portion of a Swing Line Loan which has not been refunded by a Borrowing may be treated by Administrative Agent as a Borrowing which was not funded by the non-purchasing Lenders as contemplated in Section 2.2(c) of this Agreement, and as a funding by Administrative Agent under the Total Commitment in excess of Administrative Agent’s Commitment. Each Swing Line Loan refunded by a Borrowing shall cease to be a Swing Line Loan for the purposes of this Agreement but shall be a Borrowing made under the Total Commitment and each Lender’s Commitment.

Swing Line Subfacility. (a) For Subject to the convenience terms and conditions hereof, if necessary to meet any Borrower's funding deadlines, Bank of America agrees to make Swing Line Loans to Borrowers at any time on or prior to the parties Termination Date, not to exceed an amount in the aggregate for all Borrowers at any one time outstanding equal to the lesser of (i) $75,000,000, and as (ii) the difference between the Total Commitment and the Total Principal Debt. Swing Line Loans shall constitute "Borrowings" for all purposes hereunder, except that Swing Line Loans shall not be considered a utilization of any Lender's Commitment. Notwithstanding the foregoing, the Total Principal Debt (including, without limitation, all Swing Line Loans) shall not at any time exceed the Total Commitment. (b) Each request for a Swing Line Loan shall be in an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of amount equal to $250,000 1,000,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), directly to of $50,000. A Borrower as may request a Swing Line Loan by submitting a Borrowing without requiring Request to Administrative Agent and Bank of America. Such Borrowing Request must be received by Administrative Agent and Bank of America no later than 11:00 a.m. on the Borrowing Date for such Swing Line Loan, provided that the requesting Borrower shall have provided telephonic notice to Administrative Agent and Bank of America no later than 11:00 a.m. on the Borrowing Date for such Swing Line Loan. Bank of America shall make such Swing Line Loan available to the requesting Borrower in Dallas, Texas at 1:00 p.m. on such Borrowing Date. (c) Upon the occurrence of a Default or in the event that any other Swing Line Loan shall be outstanding for more than five (5) Business Days, Administrative Agent shall, on behalf of the applicable Borrower (which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing from Lenders (and each Lender to shall fund its Pro Rata Part thereof unless and until SECTION 2.2(bthereof) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or after, in an amount sufficient to repay the Swing Line Maturity Date; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) at the time of under such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuingLoan; (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, provided that such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at notwithstanding any time after any Revolver Lender has refused, notwithstanding the requirements noncompliance with Section 5. The proceeds of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following immediately applied to repay such Swing Line Borrowing. (b) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon the earlier to occur of a Default or the Swing Line Maturity Date), Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from NationsBank an undivided interest 25 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds RateLoan. If such any Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required paymentBorrowing, NationsBank Bank of America shall be deemed to continue to have outstanding a its Swing Line Borrowing Loan in the amount of such unpaid obligation. If, for any reason (including but not limited to the filing of a petition in bankruptcy with respect to any Borrower), a Borrowing may not be (as determined by Administrative Agent in its sole discretion), or is not, made pursuant to this Section 2.4(c) to repay any Swing Line Loan as required hereby, then, effective on the date such Borrowing would otherwise have been made, each Lender severally, unconditionally, and irrevocably agrees that it shall be deemed to have purchased an undivided participating interest in such Swing Line Loan (an "Unrefunded Swing Line Borrowing") to the extent of such Lender=s Pro Rata Part thereof. Each Lender shall fund a Borrowing or a participation in the Unrefunded Swing Line Borrowings no later than the close of business on the date notice of such funding requirement is given by Administrative Agent if such notice was given prior to 11:00 a.m. on any Business Day, or if made at any other time, on the next Business Day following the date of such notice. All such amounts payable by any Lender under this Section 2.3(c) shall include interest thereon from the date on which such payment is payable by such Lender to, but not including, the date such amount is paid by such Lender to Administrative Agent, at the Federal Funds Rate. Each payment by a Borrower of all or any part of any Swing Line Borrowing Loan to such Borrower shall be paid to Administrative Agent for the ratable benefit of NationsBank Bank of America and those Revolver Lenders who have hold funded their participations in such Swing Line Principal Debt Loan under this SECTION 2.2(bSection 2.4(c); PROVIDED THAT, provided that with respect to any such participation, all interest accruing on the Principal Debt of such Swing Line Principal Debt Loan to which such participation relates accruing prior to the date of funding such participation participation, shall be payable solely to NationsBank Administrative Agent for the account of Bank of America (and all Lenders holding funded participations in any Unrefunded Swing Line Borrowing prior to such date). Any Lender holding a participation in any Unrefunded Swing Line Borrowing may exercise any and all Rights of banker's lien, setoff, or counterclaim with respect to any and all moneys owing by the applicable Borrower to such Lender by reason thereof as fully as if such Lender had extended such Borrowing directly to such Borrower in the amount of such participation. Whenever, at any time after Bank of America has received from any Lender such Lender's participating interest in any Swing Line Loan, Bank of America receives any payment on account thereof, Bank of America will promptly distribute to such Lender its own accountparticipating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by Bank of America is required to be returned, such Lender will return to Bank of America any portion thereof previously distributed by Bank of America to it. (d) Unless Administrative Agent knew when Bank of America funded a Swing Line Loan that Borrowers had not satisfied the conditions in this Agreement to obtain a Borrowing, each Lender=s obligation to make a Borrowing to refund, or to purchase a participation interest in, its Pro Rata Part of all Swing Line Loans as provided in Section 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation (i) any set-off, counterclaim, recoupment, defense, or other right which such Lender or any other Person may have against Bank of America or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Potential Default or Default or the termination of any Lender's Commitment, (iii) the occurrence of any Material Adverse Event, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any of its Affiliates, Administrative Agent, or any other Lender, or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. Any portion of a Swing Line Loan which has not been refunded by a Borrowing may be treated by Bank of America as a Borrowing which was not funded by the non-purchasing Lenders as contemplated in Section 2.2(c) of this Agreement, and as a funding by Bank of America under the Total Commitment in excess of Bank of America's Commitment. Each Swing Line Loan refunded by a Borrowing shall cease to be a Swing Line Loan for the purposes of this Agreement, but shall be a Borrowing made under the Total Commitment and each Lender's Commitment.