Common use of Swing Line Clause in Contracts

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the 5 Year 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 prior to the 5 Year Termination Date. 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 Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $20,000,000, or (iii) if after giving effect to such Swing Line Loan, the Outstanding 5 Year Obligations exceed the Total 5 Year 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. on a Business Day, such payment shall be deemed received on the next Business Day. (b) Swing Line Loans shall bear interest at the Adjusted CD Rate, 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 manner provided in Sections 2.01(c) and 2.03 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(d). (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to 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(b) 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 provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.01(b) in an amount sufficient to repay Swing Line 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 Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower pursuant to Section 2.01(d)(ii). 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 Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line 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 5 Year 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 prior to the 5 Year Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if, if to the actual knowledge of NationsBank, NationsBank the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $20,000,00010,000,000, or (iii) if after giving effect to such Swing Line Loan, the Outstanding 5 Year Obligations exceed sum of the Swing Line Outstandings, the Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total 5 Year Revolving Credit Commitment. Swing Line Loans shall be limited to Loans bearing interest at the Adjusted CD RateBase Rate Loans. The Borrower Company may borrow, repay and reborrow under this Section 2.152.13. Unless notified to the contrary by ------------ NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $500,000 100,000 or, if greater, in amounts which are integral multiples of $50,00010,000, 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 $50,000 100,000 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 2:00 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) Swing Line Loans shall bear interest at the Adjusted CD RateBase Rate or such other rate as the Borrower and NationsBank shall agree, 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 manner provided in Sections 2.01(c2.2(b) and 2.03 2.4 with respect to interest on Base Rate Loans. ----------------------- The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 2.07(d)2.5. Any amount of principal or interest which ----------- is not paid when due shall bear interest thereafter at the Default Rate. (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to 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 2.01(b) 2.1 ----------- until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.092.8, 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 provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.01(b) 2.1 in an amount sufficient to repay Swing Line ----------- 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 Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower pursuant to Section 2.01(d)(ii2.1(c)(ii). 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 Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line 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 5 Year 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 in Dollars to the Borrower prior to the 5 Year Revolving Credit Termination Date. NationsBank shall not be obligated to make any Swing Line Loan pursuant hereto (i) if, if to the actual knowledge of NationsBank, NationsBank the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $20,000,00015,000,000, or (iii) if after giving effect to such Swing Line Loan, the Outstanding 5 Year Obligations exceed sum of the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total 5 Year Revolving Credit Commitment. Swing Line Loans shall be limited to Loans bearing interest at the Adjusted CD Rate. The Borrower Company may borrow, repay and reborrow under this Section 2.152.13. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $500,000 100,000 or, if greater, in amounts which are integral multiples of $50,00010,000, 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 3:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and borrowing, the date of borrowing, and the election of either the Base Rate or the Adjusted Federal Funds Rate with respect to such 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 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 3:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) Swing Line Loans shall bear interest, at the Borrower's option, at either (i) the Base Rate, or (ii) the Adjusted Federal Funds Rate; provided, however, that if the Borrowing Notice received by the Administrative Agent with respect to a Swing Line Loan fails to designate either the Base Rate or the Adjusted Federal Funds Rate for such Swing Line Loan, such Swing Line Loan shall bear interest at the Adjusted CD Base Rate, the . 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 manner provided in Sections 2.01(c2.2(b) and 2.03 2.4 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by the a Note delivered to NationsBank pursuant to this Section 2.07(d)2.13(b) on the Closing Date in the original principal amount of $15,000,000 and substantially in the form of Exhibit F-2. (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to 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 2.01(b) 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.092.8, 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 provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.01(b) 2.1 in an amount sufficient to repay Swing Line 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 Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower pursuant to Section 2.01(d)(ii2.1(c)(ii). 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 Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line 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 5 Year Facility Revolving Commitments in an efficient manner and to minimize the transfer of funds between the Agent and the Lenderseach Bank, NationsBank shall make available Swing Line Loans in Dollars to each of the Borrower prior Companies, jointly and severally, from the Effective Date to the 5 Year Termination DateDate (or such earlier date as the Revolving Commitments of all Banks shall have terminated in accordance with the terms hereof). NationsBank shall not make any Swing Line Loan pursuant hereto (i) if, if to the actual knowledge of NationsBank, NationsBank the Borrower is Companies are not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings would exceed $20,000,00040,000,000, or (iii) if after giving effect to such Swing Line Loan, to the Outstanding 5 Year Obligations actual knowledge of NationsBank the Dollar Equivalent Amount of Revolving Loan Outstandings would exceed the Total 5 Year Commitment. Swing Line Loans shall be limited to Loans bearing interest at the Adjusted CD Rateaggregate Revolving Commitments. The Borrower Companies may borrow, repay and reborrow under this Section 2.152.19. 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 Loan100,000, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower a Responsible Officer made to NationsBank not later than 12:30 1:00 P.M. on the Business Day of the requested borrowing. Each such Swing Line Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2L, 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 $50,000 100,000 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 2:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) Swing Line Loans shall bear interest at the Adjusted CD Rate, 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 manner provided in Sections 2.01(c) and 2.03 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(d). (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to 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(b) 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 provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.01(b) in an amount sufficient to repay Swing Line 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 Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower pursuant to Section 2.01(d)(ii). 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 Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.Line

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the 5 Year Domestic Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Multicurrency Facilities Lenders, NationsBank shall make available Swing Line Loans to TDC in Dollars to the Borrower prior to the 5 Year Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if, to if the actual knowledge of NationsBank, the Borrower is Borrowers are not in compliance with all the conditions to the making of Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings Loans outstanding exceed $20,000,00015,000,000, or (iii) if after giving effect to such Swing Line Loan, the Outstanding 5 Year Obligations exceed Total Domestic Utilization exceeds the Total 5 Year Domestic Revolving Credit Commitment. Swing Line Loans made pursuant to this Section 2.15 shall be limited to Loans bearing interest at the Adjusted Floating CD Rate. The Borrower Loans. (i) TDC may borrow, repay and reborrow under this Section 2.15. Unless notified to the contrary by NationsBank, borrowings Borrowings under the Swing Line shall may be made in the minimum amount amounts of $500,000 or, if greater, in amounts which are integral 250,000 and multiples of $50,000, or 250,000 in the amount necessary to effect a Base Rate Refunding Loanexcess thereof, upon written telephonic (confirmed in writing) or telefacsimile request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower TDC made to NationsBank not later than 12:30 P.M. 12:00 noon Charlotte, North Carolina time 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 multiples of $50,000 or the aggregate 250,000 with a minimum amount of all Swing Line Outstandings. $250,000. (ii) If the Borrower TDC instructs NationsBank to debit any its demand deposit account of the Borrower in the an amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, 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) Swing Line Loans . TDC shall bear interest at the Adjusted CD Rate, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid pay interest on Swing Line Loans quarterly on the last Business Day of each quarter, commencing July 31, 1996 and continuing on each October, January, April and July thereafter. Interest shall be payable calculated on the dates basis of a year of 360 days and in calculated for the manner provided in Sections 2.01(cactual number of days elapsed. (iii) The Multicurrency Facilities Borrowers and 2.03 each Multicurrency Facilities Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to TDC but that such Multicurrency Facilities Lender shall share the risk of loss 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(d). (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein such Advances in an amount equal to that such 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, each Multicurrency Facilities Lender shall 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 , in which case such Swing Line Loan shall be deemed from and after such date (ito the extent TDC has not converted such loan pursuant to Section 2.09) provided that the conditions to making Loans shall be satisfied, a Base Rate Refunding Syndicated Loan under Section 2.01(b) until the Borrower Converts such Base Loan made 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 LoanAgreement. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, . (iv) TDC at its option and subject to the terms hereof, may request an Advance as a Domestic Revolving Loan pursuant to Section 2.01(b) 2.01 in an amount sufficient to repay any or all Swing Line Outstandings Loans on any date (subject to three (3) Business Days prior notice in the case of Eurodollar Loans or (5) Business Days prior notice in the case of Loans in an Alternative Currency) and the Agent shall provide from upon the proceeds receipt of such Advance Advance, provide to NationsBank the amount necessary to repay such Swing Line Outstandings Loan or Loans (which NationsBank shall then apply to such repayment) and credit any balance of the Advance Domestic Revolving Loan in immediately available funds in to an account of TDC at the manner Principal Office or as otherwise directed by the Borrower pursuant to Section 2.01(d)(ii)TDC. The proceeds of such Advances shall be paid to NationsBank for application to the outstanding Swing Line Outstandings Loans and the Lenders shall then be deemed to have made Domestic 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 earliest of (i) the occurrence of a Default or Event of Default, or (ii) the Revolving Credit Termination Date, at which time all or (iii) the date of resignation by NationsBank as Agent; provided that when a Default is no longer continuing NationsBank shall be obligated to provide Swing Line Outstandings and accrued interest thereon shall be due and payable in fullLoans unless payment of the Obligations has been accelerated.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the 5 Year Facility Revolving Commitments in an efficient manner and to minimize the transfer of funds between the Agent and the Lenderseach Bank, NationsBank shall make available Swing Line Loans in Dollars to each of the Borrower prior Companies, jointly and severally, from the Effective Date to the 5 Year Termination DateDate (or such earlier date as the Revolving Commitments of all Banks shall have terminated in accordance with the terms hereof). NationsBank shall not make any Swing Line Loan pursuant hereto (i) if, if to the actual knowledge of NationsBank, NationsBank the Borrower is Companies are not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings would exceed $20,000,00025,000,000, or (iii) if after giving effect to such Swing Line Loan, to the Outstanding 5 Year Obligations actual knowledge of NationsBank the Dollar Equivalent Amount of Revolving Loan Outstandings would exceed the Total 5 Year Commitment. Swing Line Loans shall be limited to Loans bearing interest at the Adjusted CD Rateaggregate Revolving Commitments. The Borrower Companies may borrow, repay and reborrow under this Section 2.152.19. 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 Loan100,000, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower a Responsible Officer made to NationsBank not later than 12:30 3:00 P.M. on the Business Day of the requested borrowing. Each such Swing Line Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2L, 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 $50,000 100,000 or the aggregate amount of all Swing Line Outstandings. If the Borrower any Company instructs NationsBank to debit any demand deposit account of the Borrower such Company in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 3:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) Swing Line Loans shall bear interest at the Adjusted CD RateBase Rate or at such other rate or rates as the applicable Company and NationsBank may agree from time to time, 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 manner provided in Sections 2.01(c) and 2.03 this Article II with respect to interest on Base LoansRate Loans (except as NationsBank and the applicable Company may otherwise agree in connection with any particular Swing Line Loan). The Swing Line Outstandings Loans shall be evidenced by the Note delivered to NationsBank pursuant to Section 2.07(d)Swing Line Note. (c) Upon the making of a Swing Line LoanLoan in accordance with this Section 2.19, each Lender Bank shall be deemed to have purchased from NationsBank a Swing Line Participation therein in an amount equal to that LenderBank's Applicable Commitment Percentage Pro Rata Share of such Swing Line Loan. For purposes of Section 2.1(a), each Swing Line Loan shall be deemed to utilize the Revolving Commitment of each Bank by an amount equal to its Pro Rata Share of such Loan. Upon demand made by NationsBank, each Lender Bank shall, according to its Applicable Commitment Percentage Pro Rata Share of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Swing Line Participation thereinand, upon any such demand by NationsBank, such Swing Line Loan shall without further action be converted to a Base Rate Loan. Any Advance such payment made by a Lender Bank pursuant to demand of NationsBank of the purchase price of its Swing Line Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.01(b2.1(a) until the Borrower Converts Companies convert such Base Rate Loan in accordance with the terms of Section 2.092.4, and (ii) in all other cases, the funding by each Lender Bank of the purchase price of its Swing Line Participation in such Swing Line Loan. The obligation of each Lender Bank to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an a Default or Event of Default or any other occurrence or event. Upon (and only upon) receipt by NationsBank of funds from the Companies in repayment of principal of or interest on Swing Line Loans with respect to which any Bank has funded the purchase of its participation in accordance with clause (ii) of the fourth sentence of Section 2.19(c), NationsBank will promptly pay over to the Agent (in the kind of funds so received or applied) for the account of each such Bank (other than NationsBank) in accordance with their Pro Rata Shares the aggregate amount of such payment as shall equal the aggregate amount of the Pro Rata Shares of such payment of each such Bank (other than NationsBank). The BorrowerCompanies, at its their option and subject to the terms hereof, may request an Advance a Revolving Borrowing pursuant to and of a denomination permitted under Section 2.01(b2.1(a) in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance Borrowing to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance such Borrowing in immediately available funds in the manner directed by the Borrower pursuant to Section 2.01(d)(ii). 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 Loans in the amount of such AdvancesCompanies. The Swing Line shall continue in effect until the Termination Date (or such earlier date as the Revolving Credit Termination DateCommitments of all Banks shall have terminated in accordance with the terms hereof), at which time all Swing Line 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 5 Year 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 prior to the 5 Year Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if, to the actual knowledge of NationsBank, 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 Outstanding exceeds $20,000,00010,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum of the Outstanding 5 Year Credit Obligations exceed the Total 5 Year Revolving Credit Commitment. Swing Line Loans made pursuant to this Section 2.16 shall be limited to Loans bearing interest at the Adjusted CD Rate. The Base Rate unless NationsBank and Borrower may borrowshall agree otherwise. (i) On each Business Day, repay and reborrow under this Section 2.15. Unless notified in the absence of contrary instructions from the Borrower (by telephone confirmed in writing), NationsBank shall make a Swing Line Loan by funding the Borrower's Account with NationsBank through credits to such account to the contrary by NationsBankextent 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, borrowings the Borrower 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 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 inform the Borrower made to NationsBank not later than 12:30 P.M. on the Business Day by telephone 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. on a Business Day, such payment shall be deemed received on the next Business DayAdvances. (biii) All Advances made by NationsBank under the Swing Line Loans pursuant to this Section 2.16 outstanding on any day shall bear interest at the Adjusted CD Rate, the interest payable on Base Rate unless NationsBank shall agree otherwise. (iv) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans is are to be made solely for by NationsBank to the account Borrower but that such Lender shall share the risk of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the manner provided in Sections 2.01(c) and 2.03 loss 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(d). (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein such Advances in an amount equal to that 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 (i) provided that the conditions to making Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.01(b) ending on the next following Business Day, which shall be extended automatically until the Borrower Converts converts such Base Rate 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 Loan2.11 hereof. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of a Default or an Event of Default or any other occurrence or event. The Borrower, Borrower at its option and subject to the terms hereof, may request an Advance as a Revolving Credit Loan pursuant to Section 2.01(b) 2.01 in an amount sufficient to repay any or all Swing Line Outstandings Loans on any date and the Agent shall provide from upon the proceeds receipt of such Advance Advance, provide to NationsBank the amount necessary to repay such Swing Line Outstandings Loan or Loans (which NationsBank shall then apply to such repayment) and credit any balance of the Advance Revolving Credit Loan in immediately available funds in to the manner directed by the Borrower pursuant to Section 2.01(d)(ii)Borrower's Account. The proceeds of such Advances shall be paid to NationsBank for application to the Swing Line Outstandings 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 to be available until the earlier of (i) occurrence of a Default or an Event of Default, or (ii) the Revolving Credit Termination Date, at which time all Swing Line 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 5 Year 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 prior to the 5 Year Revolving Credit Termination Date. NationsBank shall not be obligated to make any Swing Line Loan pursuant hereto (i) if, if to the actual knowledge of NationsBank, NationsBank the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $20,000,0002,000,000, or (iii) if after giving effect to such Swing Line Loan, the Outstanding 5 Year Obligations exceed sum of the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total 5 Year Revolving Credit Commitment. Swing Line Loans shall be limited The Company may, subject to Loans bearing interest at the Adjusted CD Rate. The Borrower may conditions set forth in the preceding sentence, borrow, repay and reborrow under this Section 2.152.13. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $500,000 10,000 or, if greater, in amounts which are integral multiples of $50,00010,000, 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 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) Swing Line Loans shall bear interest at the Adjusted CD Rate, the The interest payable on Swing Line Loans is solely for the account of NationsBank. Swing Line Loans shall bear interest solely at the Base Rate. Upon the occurrence of an Event of Default Swing Line Loans shall accrue interest at the Default Rate, and all accrued and unpaid interest on Swing Line Loans shall be payable payable, on the dates and in the manner provided in Sections 2.01(c) and 2.03 2.2 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(d). (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to 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 when made be deemed to be (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.01(b) until the Borrower Converts such Base Loan in accordance with the terms of Section 2.092.1, 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 provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.01(b) 2.1 in an amount sufficient to repay Swing Line 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 Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower pursuant to Section 2.01(d)(ii2.1(c)(ii). 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 Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line 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 5 Year 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 prior to the 5 Year Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if, if to the actual knowledge of NationsBank, NationsBank the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $20,000,00010,000,000, or (iii) if after giving effect to such Swing Line Loan, the Outstanding 5 Year Obligations exceed sum of the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total 5 Year Revolving Credit Commitment. Swing Line Loans shall be limited to Loans bearing interest at the Adjusted CD RateBase Rate Loans. The Borrower may borrow, repay and reborrow under this Section 2.152.14. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $500,000 100,000 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 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 a minimum amount which is 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 2:00 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) Swing Line Loans shall bear interest at the Adjusted CD Base Rate, 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 manner provided in Sections 2.01(c2.2(b) and 2.03 2.4 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 2.07(d2.5(c). (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to 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 2.01(b) 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.092.8, 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 provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.01(b) 2.1 in an amount sufficient to repay Swing Line 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 Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower pursuant to Section 2.01(d)(ii2.1(d)(ii). 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 Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.