Common use of Swing Line Clause in Contracts

Swing Line. Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment, or (iii) if after giving effect to such Swing Line Loan, the sum of all Outstandings exceeds the lesser of the Borrowing Base or the Total Revolving Credit Commitment. (b) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.02 outstanding on any day shall bear interest at the rate agreed to between the Borrower and NationsBank and, unless made in accordance with Section 2.01(c)(iv), shall be in the minimum principal amount of $1,000,000 and any increment of $100,000 in excess thereof. (c) The principal amount of each Swing Line Loan shall be payable on the earlier to occur of (i) the repayment thereof with a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan in an amount equal to such Lender's Applicable Commitment Percentage of such Swing Line Loan. The obligation of each Lender to so pay its ratable share of the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up to but not exceeding the Revolving Credit Commitment of such Lender shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) the occurrence of any Default or Event of Default. (e) NationsBank may, at any time, in its sole discretion, by written notice to the Borrower, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) in an amount sufficient to repay any or all Swing Line Loans then outstanding, provide to NationsBank the amount necessary to repay such Swing Line Loan or Loans (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan in immediately available funds to the Borrower's Account. (g) The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Swing Line Termination Date").

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment$5,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum of all the Swing Line Outstandings, the Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the lesser of the Borrowing Base or the Total Revolving Credit Commitment. Swing Line Loans shall be limited to CD Rate Loans. The Company may borrow, repay and reborrow under this Section 2.14. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $200,000 or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. If the Borrower instructs NationsBank to debit any demand deposit account of the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 1:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.02 outstanding on any day Loans shall bear interest at the rate agreed to between CD Rate, the Borrower interest payable on Swing Line Loans is solely for the account of NationsBank, and NationsBank and, unless made in accordance with Section 2.01(c)(iv), all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the minimum principal amount of $1,000,000 time provided in Sections 2.2(b) and any increment of $100,000 in excess thereof2.4 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 2.5. (c) The principal amount Upon the making of each a Swing Line Loan Loan, each Lender shall be payable on the earlier deemed to occur of (i) the repayment thereof with have purchased from NationsBank a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan Participation therein in an amount equal to such that Lender's Applicable Commitment Percentage of such Swing Line Loan. The obligation of Upon demand made by NationsBank, each Lender to so pay its ratable share of the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up to but not exceeding the Revolving Credit Commitment of such Lender shall be absolute and unconditional and shall be made without counterclaimshall, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) the occurrence of any Default or Event of Default. (e) NationsBank may, at any time, in its sole discretion, by written notice to the Borrower, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal according to its Applicable Commitment Percentage (determined before giving effect of such Swing Line Loan, promptly provide to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) NationsBank its purchase price therefor in an amount sufficient equal to repay any or its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.8, and (ii) in all Swing Line Loans then outstandingother cases, provide to NationsBank the amount necessary to repay funding by each Lender of the purchase price of its Participation in such Swing Line Loan or Loans (which NationsBank shall then apply to such repayment) and credit any balance Loan. The obligation of the Revolving Loan in immediately available funds to the Borrower's Account. (g) The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Swing Line Termination Date").each

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not be obligated to make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings Out standings exceed the Total Swing Line Commitment, $15,000,000 or (iii) if after giving effect to such Swing Line Loan, the sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the lesser of the Borrowing Base or the Total Revolving Credit Commitment. Swing Line Loans shall be limited to Base Rate Loans. The Company may borrow, repay and reborrow under this Section 2.13. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $500,000 or, if greater, in amounts which are integral multiples of $100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, the use of the proceeds of such Swing Line Loan and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 or the aggregate amount of all Swing Line Outstandings. If the Borrower instructs NationsBank to debit any demand deposit account of the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.02 outstanding on any day Loans shall bear interest at the rate agreed to between Base Rate, the Borrower interest payable on Swing Line Loans is solely for the account of NationsBank, and NationsBank and, unless made in accordance with Section 2.01(c)(iv), all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the minimum manner provided in Sections 2.2(b) and 2.4 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by a Note delivered to NationsBank pursuant to this Section 2.13(b) on the Closing Date in the original principal amount of $1,000,000 and any increment of $100,000 in excess thereof15,000,000. (c) The principal amount Upon the making of each a Swing Line Loan Loan, each Lender shall be payable on the earlier deemed to occur of (i) the repayment thereof with have purchased from NationsBank a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan Participation therein in an amount equal to such that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank an amount equal to its Participation therein. Any such provision made by a Lender pursuant to demand of NationsBank shall be deemed (i) provided that the conditions to making Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so pay its ratable share of the principal provide such amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up to but not exceeding the Revolving Credit Commitment of such Lender NationsBank shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) by the occurrence of an Event of Default or any failure other occurrence, event or inability of circumstance whatsoever, including without limitation non-compliance with the Borrower to satisfy the applicable conditions to borrowing restrictions set forth in Section 5.02, (ii2.1(b) and shall be made without any lack of validity offset, abatement, withholding or enforceability of this Agreement or any of the other Loan Documents, or (iii) the occurrence of any Default or Event of Default. (e) NationsBank mayreduction whatsoever. The Borrower, at any time, in its sole discretion, by written notice option and subject to the Borrowerterms hereof, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice may request an Advance pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) 2.1 in an amount sufficient to repay any or all Swing Line Loans then outstanding, Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Loan or Loans Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan Advance in immediately available funds in the manner directed by the Borrower pursuant to Section 2.1(c)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the Borrower's Account. (g) Swing Line Outstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Date, at which time all Swing Line Termination Date")Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, NationsBank NationsBank, in its individual capacity and not as Administrative Agent, and subject to the provisions of Section 2.15(c), shall make available Swing Line Loans to the either Borrower prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the Borrower is actual knowledge of NationsBank the Borrowers are not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment$50,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum principal amount of all Outstandings Outstanding Credit Obligations exceeds the lesser of the Borrowing Base or the Total Revolving Credit Commitment. (b) All Advances made . Swing Line Loans shall be limited to Base Rate Loans unless NationsBank and the Borrowers shall agree otherwise. The Borrowers may borrow, repay and reborrow under this Section 2.15. Unless notified to the contrary by NationsBank NationsBank, borrowings under the Swing Line pursuant to this Section 2.02 outstanding on any day shall bear interest at the rate agreed to between the Borrower and NationsBank and, unless be made in accordance with Section 2.01(c)(iv)the minimum amount of $1,000,000 or, if greater, in amounts which are integral multiples of $100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon irrevocable telephonic notice, by an Authorized Representative of 44 Borrowers made to NationsBank not later than 12:30 P.M. on the Business Day of the requested borrowing. The applicable Borrower shall provide the Administrative Agent written confirmation of each such telephonic notice on the same day by telefacsimile transmission in the form of a Borrowing Notice. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the minimum principal amount form of $1,000,000 and any increment Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of $100,000 in excess thereof. (c) The principal amount of each a Swing Line Loan shall be payable on the earlier to occur of (i) the repayment thereof with a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender in an amount which is an integral multiple of $100,000 or may become a party hereto acknowledge that the aggregate amount of all Swing Line Loans are to be made solely by Outstandings. If either Borrower instructs NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan in an amount equal to such Lender's Applicable Commitment Percentage debit any demand deposit account of such Swing Line Loan. The obligation of each Lender to so pay its ratable share of Borrower in the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up to but not exceeding the Revolving Credit Commitment of such Lender shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) the occurrence of any Default or Event of Default. (e) NationsBank may, at any time, in its sole discretion, by written notice to the Borrower, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, payment with respect to a Base Rate Loan advanced under the Revolving Credit Facility Swing Line Loan, or NationsBank otherwise receives repayment, after 12:30 P.M. on a Business Day, such payment shall be deemed received on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii)next Business Day. (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) in an amount sufficient to repay any or all Swing Line Loans then outstanding, provide to NationsBank the amount necessary to repay such Swing Line Loan or Loans (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan in immediately available funds to the Borrower's Account. (g) The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Swing Line Termination Date").

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not be obligated to make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment$5,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the lesser of the Borrowing Base or (A) the Total Revolving Credit CommitmentCommitment or (B) the Borrowing Base. Swing Line Loans shall bear interest at the Base Rate or Adjusted CD Rate, as selected by the Borrower in a Borrowing Notice. The Borrower may borrow, repay and reborrow under this SECTION 2.14. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $200,000 or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing, the interest rate selected (Base Rate or Adjusted CD Rate) and the date of borrowing, and shall be in the form of EXHIBIT D-2, with appropriate insert ions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $200,000 or the aggregate amount of all Swing Line Outstandings. If the Borrower instructs NationsBank to debit any demand deposit account of the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.02 outstanding on any day Loans shall bear interest at the rate agreed to between Base Rate or the Borrower Adjusted CD Rate, the interest payable on Swing Line Loans is solely for the account of NationsBank, and NationsBank and, unless made in accordance with Section 2.01(c)(iv), all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the minimum principal amount of $1,000,000 and any increment of $100,000 manner provided in excess thereofSECTIONS 2.2(B) AND 2.4 with respect to interest on Revolving Loans. The Swing Line Outstandings shall be evidenced by the Swing Line Note. (c) The principal amount Upon the making of each a Swing Line Loan Loan, each Lender shall be payable on the earlier deemed to occur of (i) the repayment thereof with have purchased from NationsBank a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan Participation therein in an amount equal to such that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Loans shall be satisfied, a Base Rate Refunding Loan under SECTION 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of SECTION 2.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so pay provide its ratable share of the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up purchase price to but not exceeding the Revolving Credit Commitment of such Lender NationsBank shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) by the occurrence of any an Event of Default or Event of Default. (e) NationsBank mayany other occurrence or event. The Borrower, at any time, in its sole discretion, by written notice option and subject to the Borrowerterms hereof, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice may request an Advance pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) SECTION 2.1 in an amount sufficient to repay any or all Swing Line Loans then outstanding, Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Loan or Loans Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan Advance in immediately available funds in the manner directed by the Borrower pursuant to SECTION 2.1(C)(II). The proceeds of such Advances shall be paid to NationsBank for application to the Borrower's Account. (g) Swing Line Outstandings and the Lenders shall then be deemed to have made Revolving Loans in the amount of such Advances. The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Date, at which time all Swing Line Termination Date")Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower from the Closing Date and prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment$25,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum of all the Swing Line Outstandings, Revolving Credit Outstandings, Letter of Credit Outstandings and outstanding Competitive Bid Loans exceeds the lesser of the Borrowing Base or the Total Revolving Credit Commitment. The Company may borrow, repay and reborrow under this Section 2.14. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $1,000,000 or, if greater, in amounts which are integral multiples of $100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 or the aggregate amount of all Swing Line Outstandings. If the Borrower instructs NationsBank to debit any demand deposit account of the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.02 outstanding on any day Loans shall bear interest at the Base Rate or at such other rate agreed to between or rates as the Borrower and NationsBank andmay agree from time to time, unless made in accordance with Section 2.01(c)(iv)the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the minimum principal amount of $1,000,000 manner provided in Sections 2.3 with respect to interest on Base Rate Loans (except as NationsBank and the Borrower may otherwise agree in connection with any increment of $100,000 in excess thereofparticular Swing Line Loan). The Swing Line Loans shall be evidenced by the Swing Line Note. (c) The principal amount Upon the making of each a Swing Line Loan Loan, each Lender shall be payable on the earlier deemed to occur of (i) the repayment thereof with have purchased from NationsBank a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan Participation therein in an amount equal to such that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein and, upon any such demand by NationsBank, such Swing Line Loan shall without further action be converted to a Base Rate Loan. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 until the Borrower converts such Base Rate Loan in accordance with the terms of Section 2.9, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so pay provide its ratable share of the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up purchase price to but not exceeding the Revolving Credit Commitment of such Lender NationsBank shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) by the occurrence of any an Event of Default or Event of Default. (e) NationsBank mayany other occurrence or event. The Borrower, at any time, in its sole discretion, by written notice option and subject to the Borrowerterms hereof, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice may request an Advance pursuant to and of a denomination permitted under Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) 2.1 in an amount sufficient to repay any or all Swing Line Loans then outstanding, Outstandings on any date and the Administrative Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Loan or Loans Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan Advance in immediately available funds in the manner directed by the Borrower pursuant to Section 2.1(c)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the Borrower's Account. (g) Swing Line Outstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Date, at which time all Swing Line Termination Date")Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment$5,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum of all the Swing Line Outstandings, the Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the lesser of the Borrowing Base or the Total Revolving Credit Commitment. Swing Line Loans shall be limited to CD Rate Loans. The Company may borrow, repay and reborrow under this Section 2.14. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $200,000 or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. If the Borrower instructs NationsBank to debit any demand deposit account of the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 1:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.02 outstanding on any day Loans shall bear interest at the rate agreed to between CD Rate, the Borrower interest payable on Swing Line Loans is solely for the account of NationsBank, and NationsBank and, unless made in accordance with Section 2.01(c)(iv), all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the minimum principal amount of $1,000,000 time provided in Sections 2.2(b) and any increment of $100,000 in excess thereof2.4 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 2.5. (c) The principal amount Upon the making of each a Swing Line Loan Loan, each Lender shall be payable on the earlier deemed to occur of (i) the repayment thereof with have purchased from NationsBank a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan Participation therein in an amount equal to such that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so pay provide its ratable share of the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up purchase price to but not exceeding the Revolving Credit Commitment of such Lender NationsBank shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) by the occurrence of any an Event of Default or Event of Default. (e) NationsBank mayany other occurrence or event. The Borrower, at any time, in its sole discretion, by written notice option and subject to the Borrowerterms hereof, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice may request an Advance pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) 2.1 in an amount sufficient to repay any or all Swing Line Loans then outstanding, Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Loan or Loans Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan Advance in immediately available funds in the manner directed by the Borrower pursuant to Section 2.1(c)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the Borrower's Account. (g) Swing Line Outstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Date, at which time all Swing Line Termination Date")Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this ---------- Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if if, to the actual knowledge of NationsBank, the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment$20,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum of all Outstandings exceeds the lesser of the Borrowing Base or Outstanding Credit Obligations exceed the Total Revolving Credit Commitment. Swing Line Loans shall be limited to Loans bearing interest at the Adjusted CD Rate. The Borrower may borrow, repay and reborrow under this Section 2.15. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $500,000 or, if greater, in amounts which are integral multiples of $50,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the ----------- contrary by NationsBank, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $50,000 or the aggregate amount of all Swing Line Outstandings. If the Borrower instructs NationsBank to debit any demand deposit account of the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. Charlotte, North Carolina time on a Business Day, such payment shall be deemed received on the next Business Day. (b) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.02 outstanding on any day Loans shall bear interest at the rate agreed to between Adjusted CD Rate, the Borrower interest payable on Swing Line Loans is solely for the account of NationsBank, and NationsBank and, unless made in accordance with Section 2.01(c)(iv), all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the minimum principal amount of $1,000,000 manner provided in Sections 2.01(b) and any increment of $100,000 in excess thereof2.03 with respect to interest on Base Loans. The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 2.07. (c) The principal amount Upon the making of each a Swing Line Loan Loan, each Lender shall be payable on the earlier deemed to occur of (i) the repayment thereof with have purchased from NationsBank a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan Participation therein in an amount equal to such that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.01 until the Borrower Converts such Base Loan in accordance with the terms of Section 2.09, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so pay provide its ratable share of the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up purchase price to but not exceeding the Revolving Credit Commitment of such Lender NationsBank shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) by the occurrence of any an Event of Default or Event of Default. (e) NationsBank mayany other occurrence or event. The Borrower, at any time, in its sole discretion, by written notice option and subject to the Borrowerterms hereof, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice may request an Advance pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) 2.01 in an amount sufficient to repay any or all Swing Line Loans then outstanding, Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Loan or Loans Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan Advance in immediately available funds in the manner directed by the Borrower pursuant to Section 2.01(c)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the Borrower's Account. (g) Swing Line Outstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Date, at which time all Swing Line Termination Date")Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment$15,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum of all Outstandings exceeds the lesser of the Borrowing Base or the Total Revolving Credit Commitment. Loans made pursuant to this Section 2.17 shall be limited to Loans bearing interest at a Floating Rate. (bi) All Advances made by NationsBank the Borrower may borrow, repay and reborrow under this Section 2.17. Borrowings under the Swing Line pursuant may be made in amounts of $50,000, with a minimum outstanding amount at all times of $100,000, upon telephonic (confirmed in writing) or telefacsimile request by an authorized officer of the Borrower made to this Section 2.02 outstanding NationsBank not later than 12:00 noon Charlotte, North Carolina time on any day the Business Day of the requested borrowing. Swing Line Loans shall bear interest, at the election of the Borrower as designated to NationsBank, at either the Reference Rate in the case of a Reference Loan or the CD Rate in the case of a Floating CD Loan or the Money Market Rate in the case of a Money Market Loan. If the Borrower fails to designate the interest rate for a Swing Line Loan, then such Swing Line Loan shall bear interest at the rate agreed to between the Borrower and NationsBank and, unless made in accordance with Section 2.01(c)(iv), shall be in the minimum principal amount Reference Rate. Each repayment of $1,000,000 and any increment of $100,000 in excess thereof. (c) The principal amount of each a Swing Line Loan shall be payable on the earlier to occur in integral multiples of (i) the repayment thereof $50,000 with a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan in an amount equal to such Lender's Applicable Commitment Percentage of such Swing Line Loan. The obligation of each Lender to so pay its ratable share of the principal minimum outstanding amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up to but not exceeding the Revolving Credit Commitment of such Lender shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02,$100,000. (ii) any lack of validity or enforceability of this Agreement or any of If the other Loan Documents, or (iii) the occurrence Borrower instructs NationsBank to debit its demand deposit account in an amount of any Default or Event of Default. (e) NationsBank may, at any time, in its sole discretion, by written notice to the Borrower, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, payment with respect to a Base Rate Loan advanced under the Revolving Credit Facility Swing Line Loan, or NationsBank otherwise receives repayment after 2:00 P.M. Charlotte, North Carolina time, on a Business Day, such payment shall be deemed received on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii)next Business Day. (fiv) The Agent shall upon the receipt of Borrower at its option may request an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) 2.01 in an amount sufficient to repay any or all Swing Line Loans then outstandingon any date and the Agent shall upon the receipt of such Advance, provide to NationsBank the amount necessary to repay such Swing Line Loan or Loans (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan in immediately available funds to the Borrower's Account. (g) . The proceeds of such Advances shall be paid to NationsBank for application to the Swing Line Outstandings and the Lenders shall then be deemed to have made Revolving Loans in the amount of such Advances. The obligation of NationsBank to fund the Swing Line shall continue in effect until cease upon the earlier of (i) the occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Date; provided that when a Default is no longer continuing NationsBank shall be obligated to provide Swing Line Termination Date")Loans.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank Bank of America shall make available available, on a same day basis, Swing Line Loans to the Borrower prior to the Revolving Credit Termination Date. Each provision Bank of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank America shall not be obligated to make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of Bank of America the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment$25,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the lesser of the Borrowing Base or the Total Revolving Credit Commitment. The Borrower may, subject to the conditions set forth in the preceding sentence, borrow, repay and reborrow under this Section 2.4. Unless notified to the contrary by Bank of America, borrowings under the Swing Line shall be made in the minimum amount of $500,000 or, if greater, in amounts which are integral multiples of $100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to Bank of America not later than 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by Bank of America, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $500,000 or the aggregate amount of all Swing Line Outstandings. (b) All Advances made by NationsBank under The interest payable on Swing Line Loans is solely for the account of Bank of America. Swing Line Loans shall bear interest solely at the Swing Line pursuant to this Section 2.02 outstanding Rate. All accrued and unpaid interest on any day shall bear interest at the rate agreed to between the Borrower and NationsBank and, unless made in accordance with Section 2.01(c)(iv), Swing Line Loans shall be payable, on the dates and in the minimum principal amount manner provided in Section 4.3 with respect to interest on Base Rate Loans. Each provision of $1,000,000 Section 2.1(c) and any increment of $100,000 (d) hereof applicable to Base Rate Loans shall be applicable in excess thereofall respects to each Swing Line Loan. (c) The principal amount Upon the making of each a Swing Line Loan Loan, each Lender shall be payable on the earlier deemed to occur have purchased from Bank of (i) the repayment thereof with America a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan Participation therein in an amount equal to such that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by Bank of America, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to Bank of America its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of Bank of America of the purchase price of its Participation shall be deemed to be a Base Rate Refunding Loan under Section 2.1 if the conditions to making Revolving Loans shall then be satisfied. If such conditions are not then satisfied, such Advance shall be deemed to be the funding by such Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so pay provide its ratable share purchase price to Bank of the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up to but not exceeding the Revolving Credit Commitment of such Lender America shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) by the occurrence of any an Event of Default or Event of Default. (e) NationsBank mayany other occurrence or event. The Borrower, at any time, in its sole discretion, by written notice option and subject to the Borrowerterms hereof, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice may request an Advance pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) 2.1 in an amount sufficient to repay any or all Swing Line Loans then outstanding, Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank Bank of America the amount necessary to repay such Swing Line Loan or Loans Outstandings (which NationsBank Bank of America shall then apply to such repayment) and credit any balance of the Revolving Loan Advance in immediately available funds in the manner directed by the Borrower pursuant to Section 2.1(c)(ii). The proceeds of such Advances shall be paid to Bank of America for application to the Borrower's Account. (g) Swing Line Outstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Date, at which time all Swing Line Termination Date")Outstandings and accrued interest and fees thereon shall be due and payable in full.

Swing Line. a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Revolving Credit Facility Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment, $5,000,000 or (iii) if after giving effect to such Swing Line Loan, the sum aggregate amount of all Outstandings exceeds the lesser of the Borrowing Base or the Total Revolving Credit Commitment. (b) All Advances made by NationsBank under the . Swing Line pursuant to this Section 2.02 outstanding on any day Loans shall bear interest at the rate agreed Base Rate. The Borrower may borrow, repay and reborrow under this Section 2.13. Unless notified to between the Borrower and NationsBank andcontrary by NationsBank, unless borrowings under the Swing Line shall be made in accordance the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,000, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative made to NationsBank not later than 2:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with Section 2.01(c)(iv)appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum principal amount of $1,000,000 and any increment 500,000 or an integral multiple of $100,000 50,000 in excess thereof. (c) The principal , or the aggregate amount of each all Swing Line Outstandings. If an Authorized Representative instructs NationsBank to debit any demand deposit account of a Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each Swing Line Loan shall be payable on the earlier to occur of (i) the repayment thereof with a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely repaid by NationsBank to the Borrower but that such Lender shall share on or before the risk of loss with respect to such Advances by making an Advance under tenth Business Day following the Revolving Credit Facility to repay day such Swing Line Loan in an amount equal to such Lender's Applicable Commitment Percentage of such Swing Line Loan. The obligation of each Lender to so pay its ratable share of the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up to but not exceeding the Revolving Credit Commitment of such Lender shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) the occurrence of any Default or Event of Defaultis made. (e) NationsBank may, at any time, in its sole discretion, by written notice to the Borrower, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) in an amount sufficient to repay any or all Swing Line Loans then outstanding, provide to NationsBank the amount necessary to repay such Swing Line Loan or Loans (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan in immediately available funds to the Borrower's Account. (g) The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Swing Line Termination Date").

Swing Line. (a) Notwithstanding any other provision of this ---------- Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment$15,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum of all the principal amount of Swing Line Outstandings, Revolving Credit Outstandings, Letter of Credit Outstandings and Reserve Amount exceeds the lesser of the Borrowing Base or the Total Revolving Credit Commitment. Swing Line Loans shall be limited to Base Rate Loans. The Company may borrow, repay and reborrow under this Section 3.13. Unless notified to the ------------ contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $500,000 or, if greater, in amounts which are integral multiples of $100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 3:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary ----------- by NationsBank, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 or the aggregate amount of all Swing Line Outstandings. If the Borrower instructs NationsBank to debit any demand deposit account of the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 3:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.02 outstanding on any day Loans shall bear interest at the rate agreed to between Base Rate, the Borrower and NationsBank and, unless made in accordance with Section 2.01(c)(iv), shall be in the minimum principal amount of $1,000,000 and any increment of $100,000 in excess thereof. (c) The principal amount of each interest payable on Swing Line Loan Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be payable on the earlier dates and in the manner provided in Sections 3.2(b) and ------------------- 3.4 with respect to occur interest on Base Rate Loans. The Swing Line --- Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 3.5. ----------- (c) Upon the making of (i) the repayment thereof a Swing Line Loan, each Lender with a Revolving Credit Loan pursuant Commitment shall be deemed to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become have purchased from NationsBank a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan Participation therein in an amount equal to such that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 3.1 until the Borrower converts such Base Rate ----------- Loan in accordance with the terms of Section 3.8, and (ii) in all other ----------- cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so pay provide its ratable share of the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up purchase price to but not exceeding the Revolving Credit Commitment of such Lender NationsBank shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) by the occurrence of any a Default or an Event of Default. (e) NationsBank mayDefault or any other occurrence or event. The Borrower, at any time, in its sole discretion, by written notice option and subject to the Borrowerterms hereof, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice may request an Advance pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) 3.1 in an amount sufficient to repay any or all ----------- Swing Line Loans then outstanding, Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Loan or Loans Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan Advance in immediately available funds in the manner directed by the Borrower pursuant to Section ------- 3.1(c)(ii). The proceeds of such Advances shall be paid to NationsBank for ---------- application to the Borrower's Account. (g) Swing Line Outstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Date, at which time all Swing Line Termination Date")Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment$25,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum of all the principal amount of Swing Line Outstandings, Revolving Credit Outstandings, Letter of Credit Outstandings and Reserve Amount exceeds the lesser of the Borrowing Base or the Total Revolving Credit Commitment. Swing Line Loans shall be limited to Base Rate Loans. The Company may borrow, repay and reborrow under this Section 3.13. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $500,000 or, if greater, in amounts which are integral multiples of $100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 3:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 or the aggregate amount of all Swing Line Outstandings. If the Borrower instructs NationsBank to debit any demand deposit account of the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 3:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.02 outstanding on any day Loans shall bear interest at the rate agreed to between Base Rate, the Borrower interest payable on Swing Line Loans is solely for the account of NationsBank, and NationsBank and, unless made in accordance with Section 2.01(c)(iv), all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the minimum principal amount of $1,000,000 manner provided in Sections 3.2(b) and any increment of $100,000 in excess thereof3.4 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 3.5. (c) The principal amount Upon the making of each a Swing Line Loan shall be payable on the earlier to occur of (i) the repayment thereof Loan, each Lender with a Revolving Credit Loan pursuant Commitment shall be deemed to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become have purchased from NationsBank a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan Participation therein in an amount equal to such that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 3.1 until the Borrower converts such Base Rate Loan in accordance with the terms of Section 3.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so pay provide its ratable share of the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up purchase price to but not exceeding the Revolving Credit Commitment of such Lender NationsBank shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) by the occurrence of any a Default or an Event of Default. (e) NationsBank mayDefault or any other occurrence or event. The Borrower, at any time, in its sole discretion, by written notice option and subject to the Borrowerterms hereof, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice may request an Advance pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) 3.1 in an amount sufficient to repay any or all Swing Line Loans then outstanding, Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Loan or Loans Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan Advance in immediately available funds in the manner directed by the Borrower pursuant to Section 3.1(c)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the Borrower's Account. (g) Swing Line Outstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Date, at which time all Swing Line Termination Date")Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment$2,500,000, or (iii) if after giving effect to such Swing Line Loan, the sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the lesser of the Borrowing Base or the Total Revolving Credit CommitmentCommitment or the Borrowing Base. Swing Line Loans shall be limited to either Base Rate Loans or to Loans bearing interest at an otherwise mutually agreed upon rate of interest. The Company may borrow, repay and reborrow under this SECTION 2.13. Borrowings under the Swing Line shall be made in the minimum amount of $50,000 or, if greater, in amounts which are integral multiples of $10,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of EXHIBIT D-2, with appropriate insertions. Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $10,000 or the aggregate amount of all Swing Line Outstandings. If the Borrower instructs NationsBank to debit any demand deposit account of the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.02 outstanding on any day Loans shall bear interest at either the Base Rate or at an otherwise mutually agreed upon rate agreed to between of interest, the Borrower interest payable on Swing Line Loans is solely for the account of NationsBank, and NationsBank and, unless made in accordance with Section 2.01(c)(iv), all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the minimum principal manner provided in SECTIONS 2.2(b) AND 2.4 with respect to interest on Base Rate Loans. Swing Line Loans made by NationsBank shall be evidenced by a Note payable to the order of NationsBank in the amount of $1,000,000 the Swing Line Commitment, which Note shall be dated the Closing Date or a later date pursuant to an Assignment and any increment of $100,000 in excess thereofAcceptance and shall be duly completed, executed and delivered by the Borrower. (c) The principal amount Upon the making of each a Swing Line Loan Loan, each Lender shall be payable on the earlier deemed to occur of (i) the repayment thereof with have purchased from NationsBank a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan Participation therein in an amount equal to such that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation the conditions to making Loans shall be satisfied, a Base Rate Refunding Loan under SECTION 2.1 until the Borrower converts such Base Rate Loan in accordance with the terms of SECTION 2.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so pay provide its ratable share of the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up purchase price to but not exceeding the Revolving Credit Commitment of such Lender NationsBank shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) by the occurrence of any an Event of Default or Event of Default. (e) NationsBank mayany other occurrence or event. The Borrower, at any time, in its sole discretion, by written notice option and subject to the Borrowerterms hereof, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice may request an Advance pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) SECTION 2.1 in an amount sufficient to repay any or all Swing Line Loans then outstanding, Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Loan or Loans Out- standings (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan Advance in immediately available funds in the manner directed by the Borrower pursuant to SECTION 2.1(c)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the Borrower's Account. (g) Swing Line Outstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the earlier of (i) Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full. Upon the occurrence and during the continuation of a Default or Event of Default, or (ii) the Revolving Credit Termination Date (the "NationsBank shall not be required to make any Swing Line Termination Date")Loans.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, NationsBank NationsBank, in its individual capacity and not as Administrative Agent, and subject to the provisions of Section 2.15(c), shall make available Swing Line Loans to the either Borrower prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the Borrower is actual knowledge of NationsBank the Borrowers are not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment$50,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum principal amount of all Outstandings Outstanding Credit Obligations exceeds the lesser of the Borrowing Base or the Total Revolving Credit Commitment. Swing Line Loans shall be limited to Base Rate Loans unless NationsBank and the Borrowers shall agree otherwise. The Borrowers may borrow, repay and reborrow under this Section 2.15. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $1,000,000 or, if greater, in amounts which are integral multiples of $100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon irrevocable telephonic notice, by an Authorized Representative of Borrowers made to NationsBank not later than 12:30 P.M. on the Business Day of the requested borrowing. The applicable Borrower shall provide the Administrative Agent written confirmation of each such telephonic notice on the same day by telefacsimile transmission in the form of a Borrowing Notice. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 or the aggregate amount of all Swing Line Outstandings. If either Borrower instructs NationsBank to debit any demand deposit account of such Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.02 outstanding on any day Loans shall bear interest at the Base Rate or at any rate otherwise mutually agreed to between upon by NationsBank and the Borrower Borrowers. The interest payable on Swing Line Loans is solely for the account of NationsBank, and NationsBank and, unless made in accordance with Section 2.01(c)(iv), all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the minimum principal amount of $1,000,000 manner provided in Sections 2.03 and any increment of $100,000 in excess thereof2.04 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 2.07(c). (c) The principal amount Upon the making of each a Swing Line Loan Loan, each Lender shall be payable on the earlier deemed to occur of (i) the repayment thereof with have purchased from NationsBank a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan Participation therein in an amount equal determined with reference to such that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Credit Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.01 until the applicable Borrower converts such Base Rate Loan in accordance with the terms of Section 2.11, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so pay provide its ratable share of the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up purchase price to but not exceeding the Revolving Credit Commitment of such Lender NationsBank shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) by the occurrence of any a Default, an Event of Default or Event of Default. (e) NationsBank mayany other occurrence or event. Either Borrower, at any time, in its sole discretion, by written notice option and subject to the Borrowerterms hereof, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice may request an Advance pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) 2.01 in an amount sufficient to repay any or all Swing Line Loans then outstanding, Outstandings on any date and the Administrative Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Loan or Loans Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan Advance in immediately available funds in the manner directed by the Borrowers pursuant to Section 2.01(c)(iii). The proceeds of such Advances shall be paid to NationsBank for application to the Borrower's Account. (g) Swing Line Outstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Date, at which time all Swing Line Termination Date")Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans in Dollars to the Borrower Greenfield prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if the Borrower is Borrowers are not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line CommitmentOutstanding exceeds $10,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum Dollar Value of all Outstandings Outstanding Credit Obligations exceeds the lesser of the Borrowing Base or the Total Revolving Credit Commitment. Loans made pursuant to this Section 2.16 shall be limited to Loans bearing interest at the Base Rate unless NationsBank shall agree otherwise. (bi) On each Business Day, in the absence of contrary instructions from Greenfield (by telephone confirmed in writing), NationsBank shall make a Swing Line Loan by funding the Applicable Borrower's Account with NationsBank through credits to such account to the extent necessary based on the balance in the account on such day in order to fund that day's presentments for payment against the account. Upon each Advance, Greenfield shall be indebted to NationsBank in the amount of the Advance, plus interest thereon, in accordance with the terms and conditions hereof. (ii) Not later than 3:00 P.M. (Charlotte, North Carolina time) on each Business Day on which Advances under the Swing Line are to be made, NationsBank shall inform Greenfield by telephone of the amount of such Advances. (iii) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.02 2.16 outstanding on any day shall bear interest at the rate agreed to between the Borrower and Base Rate unless NationsBank and, unless made in accordance with Section 2.01(c)(iv), shall be in the minimum principal amount of $1,000,000 and any increment of $100,000 in excess thereofagree otherwise. (civ) The principal amount of each Swing Line Loan shall be payable on the earlier to occur of (i) the repayment thereof with a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower Greenfield and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower Greenfield but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan Loans in an amount equal to such Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Lender's Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (A) provided that the conditions to making Revolving Credit Loans shall be satisfied, a Base Rate Refunding Loan ending on the next following Business Day, which shall be extended automatically until Greenfield converts such Base Rate Loan in accordance with the terms of Section 2.11 hereof, and (B) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so pay provide its ratable share of the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up purchase price to but not exceeding the Revolving Credit Commitment of such Lender NationsBank shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) by the occurrence of any an Event of Default or Event of Default. (e) NationsBank may, any other occurrence or event. Greenfield at any time, in its sole discretion, by written notice to the Borrower, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of option may request an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) 2.01 in an amount sufficient to repay any or all Swing Line Loans then outstandingon any date and the Agent shall upon the receipt of such Advance, provide to NationsBank the amount necessary to repay such Swing Line Loan or Loans (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Credit Loan in immediately available funds to the Applicable Borrower's Account. (g) . The proceeds of such Advances shall 43 49 be paid to NationsBank for application to the Swing Line Outstanding and the Lenders shall then be deemed to have made Revolving Credit Loans in the amount of such Advances. The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Swing Line Termination Date").

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, if and when there shall be more than one Lender under this Agreement, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall may make available Swing Line Loans to the Borrower prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed the Total Swing Line Commitment$5,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the lesser of the Borrowing Base or the Total Revolving Credit CommitmentCommitment or (iv) if the number of Lenders is less than two. Swing Line Loans shall be limited to Base Rate Loans. The Borrower may borrow, repay and reborrow under this Section 2.14. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile 40 transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in a minimum amount of $100,000 and an integral multiple of $50,000 in excess thereof or the aggregate amount of all Swing Line Outstandings. If the Borrower instructs NationsBank to debit any demand deposit account of the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.02 outstanding on any day Loans shall bear interest at the rate agreed to between Base Rate, the Borrower interest payable on Swing Line Loans is solely for the account of NationsBank, and NationsBank and, unless made in accordance with Section 2.01(c)(iv), all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the minimum principal amount of $1,000,000 manner provided in Sections 2.2(b) and any increment of $100,000 in excess thereof2.4 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 2.5(c). (c) The principal amount Upon the making of each a Swing Line Loan Loan, each Lender shall be payable on the earlier deemed to occur of (i) the repayment thereof with have purchased from NationsBank a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan Participation therein in an amount equal to such that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so pay provide its ratable share of the principal amount of outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up purchase price to but not exceeding the Revolving Credit Commitment of such Lender NationsBank shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) by the occurrence of any an Event of Default or Event of Default. (e) NationsBank mayany other occurrence or event. The Borrower, at any time, in its sole discretion, by written notice option and subject to the Borrowerterms hereof, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice may request an Advance pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) 2.1 in an amount sufficient to repay any or all Swing Line Loans then outstanding, Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Loan or Loans Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan Advance in immediately available funds in the manner directed by the Borrower pursuant to Section 2.1(d)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the Borrower's Account. (g) Swing Line Outstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Date, at which time all Swing Line Termination Date")Outstandings and accrued interest thereon shall be due and payable in full.