Common use of Swing Loans Clause in Contracts

Swing Loans. In addition to the foregoing, Wachovia shall from time to time, upon the request of the Borrowers, if the applicable conditions precedent in Article 3 have been satisfied, make Swing Loans to the Borrowers in an aggregate principal amount at any time outstanding not exceeding $15,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in clauses (ii) and (iii) of Section 2.01(a) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000. Within the foregoing limits, the Borrowers may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization of the Commitment of Wachovia or any other Lender hereunder. All Swing Loans shall be made as Base Rate Loans. At any time, upon the request of Wachovia, each Lender (other than Wachovia, which shall retain its ratable share thereof) shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Loans. On such third Domestic Business Day, each Lender will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, or any other Person; (iv) any breach of this Agreement by the Parent or either of the Borrowers or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Loans. In addition (i) Upon the terms and subject to the foregoingconditions of this Agreement, Wachovia shall the Swing Loan Lender agrees to make, from time to timetime from the Agreement Date to but excluding the Maturity Date, upon the request of the Borrowers, if the applicable conditions precedent in Article 3 have been satisfied, make one or more Swing Loans to the Borrowers Borrower in an aggregate unpaid principal amount not exceeding at any time outstanding not exceeding $15,000,000; provided that, immediately after the lesser of (A) the aggregate amount of the Commitments at such Swing Loan is made, time MINUS the conditions set forth in clauses (ii) and (iii) sum of Section 2.01(a) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an the aggregate unpaid principal amount of $1,000,000 or any larger multiple of $500,000. Within the foregoing limits, the Borrowers may borrow under this Section 2.01(b), prepay all Loans and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization outstanding at such time and the aggregate amount of the Commitment Letter of Wachovia or any other Lender hereunderCredit Participations outstanding at such time and (B) $5,000,000. All Swing Loans shall be in an amount not less than $100,000 and shall be in an integral multiple of $50,000 and shall be made and maintained as Base Rate Loans. At All Swing Loans shall be disbursed by the Swing Loan Lender in Dollars in funds immediately available to the Borrower by credit to an account of the Borrower at the Swing Loan Lender's Domestic Lending Office, or in such other manner as may have been specified in the applicable notice of borrowing and as shall be acceptable to the Swing Loan Lender, on the day requested, if such request is received not later than 2:00 p.m. (New York time) on such day, and if received thereafter on any Business Day, on the next Business Day. Each request by the Borrower for the making of Swing Loans shall constitute a Representation and Warranty by the Borrower as of the time of the making of such Swing Loans that the conditions specified in Sections 2.02(b) and (c) have been fulfilled at such time. (ii) Upon demand made to all of the Banks by the Swing Loan Lender, upon which demand may be made before or after a Default, but subject to the request of Wachoviaprovisions of Section 1.01 (b)(iii), each Lender Bank (other than Wachoviathe Swing Loan Lender) shall irrevocably and unconditionally purchase from the Swing Loan Lender, which shall retain its ratable share thereof) shallwithout recourse or warranty, on an undivided interest and participation in the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loans then outstanding, by paying to the Swing Loan Lender, without reduction or deduction of any kind, including but not limited to reductions or deductions for set-off, recoupment or counterclaim, in Dollars immediately available to the Swing Loan Lender at the Swing Loan Lender's Domestic Lending Office, an amount equal to its ratable share (based upon its such Bank's Swing Loan Percentage of the principal amount of all Swing Loans then outstanding, and thereafter, except as otherwise provided in the second succeeding sentence, the Banks' respective Commitment) of interests in such Swing Loans, and the remaining interest of the Swing Loan Lender in such Swing Loans, shall in all respects be treated as Loans under this Agreement, but such Swing Loans shall continue to be evidenced by the Swing Note, and shall continue to be due and payable by the Borrower in accordance with Section 1.05. On If any Bank does not pay any amount which it is required to pay after giving effect to the provisions of Section 1.01(b) (iii) forthwith upon the Swing Loan Lender's demand therefor, the Swing Loan Lender shall be entitled to recover such third Domestic amount on demand from such Bank, together with interest thereon, at the Federal Funds Rate for the first three Business Days, and thereafter at the Base Rate, for each day from the date of such demand, if made prior to 2:00 p.m. (New York time) on any Business Day, each and if made thereafter on any Business Day, or made on any day that is not a Business Day, from the next Business Day following the date of such demand, until the date such amount is paid to the Swing Loan Lender will immediately transfer by such Bank. If such Bank does not pay such amount forthwith upon the Swing Loan Lender's demand therefor, and until such time as such Bank makes the required payment, the Swing Loan Lender's remaining interest in the applicable Swing Loan shall continue to Wachovia, in immediately available funds, include the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, or any other Person; (iv) any breach of this Agreement by the Parent or either of the Borrowers or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingunpaid participation obligation.

Swing Loans. In addition (i) Upon the terms and subject to the foregoingconditions of this Agreement, Wachovia shall the Swing Loan Lender agrees to make, from time to timetime from the Restated Agreement Date to but excluding the Maturity Date, upon the request of the Borrowers, if the applicable conditions precedent in Article 3 have been satisfied, make one or more Swing Loans to the Borrowers Borrower in an aggregate unpaid principal amount not exceeding at any time outstanding not exceeding $15,000,000; provided that, immediately after the lesser of (A) the aggregate amount of the Commitments at such Swing Loan is made, time minus the conditions set forth in clauses (ii) and (iii) sum of Section 2.01(a) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an the aggregate unpaid principal amount of $1,000,000 or any larger multiple of $500,000. Within the foregoing limits, the Borrowers may borrow under this Section 2.01(b), prepay all Loans and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization outstanding at such time and the aggregate amount of the Commitment Letter of Wachovia or any other Lender hereunderCredit Participations outstanding at such time and (B) $10,000,000. All Swing Loans shall be in an amount not less than $100,000 and shall be in an integral multiple of $50,000 and shall be made and maintained as Base Rate Loans. At All Swing Loans shall be disbursed by the Swing Loan Lender in Dollars in funds immediately available to the Borrower by credit to an account of the Borrower at the Swing Loan Lender's Domestic Lending Office, or in such other manner as may have been specified in the applicable notice of borrowing and as shall be acceptable to the Swing Loan Lender, on the day requested, if such request is received not later than 2:00 p.m. (New York time) on such day, and if received thereafter on any Business Day, on the next Business Day. Each request by the Borrower for the making of Swing Loans shall constitute a Representation and Warranty by the Borrower as of the time of the making of such Swing Loans that the conditions specified in Sections 2.02(b) and (c) have been fulfilled at such time. (ii) Upon demand made to all of the Banks by the Swing Loan Lender,which demand may be made before or after a Default, upon but subject to the request provisions of WachoviaSection 1.01(b)(iii), each Lender Bank (other than Wachoviathe Swing Loan Lender) shall irrevocably and unconditionally purchase from the Swing Loan Lender, which shall retain its ratable share thereof) shallwithout recourse or warranty, on an undivided interest and participation in the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loans then outstanding, by paying to the Swing Loan Lender, without reduction or deduction of any kind, including but not limited to reductions or deductions for set-off, recoupment or counterclaim, in Dollars immediately available to the Swing Loan Lender at the Swing Loan Lender's Domestic Lending Office, an amount equal to its ratable share (based upon its such Bank's Swing Loan Percentage of the principal amount of all Swing Loans then outstanding, and thereafter, except as otherwise provided in the second succeeding sentence, the Banks' respective Commitment) of interests in such Swing Loans, and the remaining interest of the Swing Loan Lender in such Swing Loans, shall in all respects be treated as Loans under this Agreement, but such Swing Loans shall continue to be evidenced by the Swing Note, and shall continue to be due and payable by the Borrower in accordance with Section 1.05. On If any Bank does not pay any amount which it is required to pay after giving effect to the provisions of Section 1.01(b) (iii) forthwith upon the Swing Loan Lender's demand therefor, the Swing Loan Lender shall be entitled to recover such third Domestic amount on demand from such Bank, together with interest thereon, at the Federal Funds Rate for the first three Business Days, and thereafter at the Base Rate, for each day from the date of such demand, if made prior to 2:00 p.m. (New York time) on any Business Day, each and if made thereafter on any Business Day, or made on any day that is not a Business Day, from the next Business Day following the date of such demand, until the date such amount is paid to the Swing Loan Lender will immediately transfer by such Bank. If such Bank does not pay such amount forthwith upon the Swing Loan Lender's demand therefor, and until such time as such Bank makes the required payment, the Swing Loan Lender's remaining interest in the applicable Swing Loan shall continue to Wachovia, in immediately available funds, include the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, or any other Person; (iv) any breach of this Agreement by the Parent or either of the Borrowers or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingunpaid participation obligation.

Swing Loans. In addition to the foregoing, Wachovia shall from time to time, upon the request of the BorrowersBorrower, if the applicable conditions precedent in Article 3 V have been satisfied, make Swing Loans to the Borrowers Borrower in an aggregate principal amount at any time outstanding not exceeding $15,000,00040,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in clauses (iii) and (iiiii) of Section 2.01(a2.1(b) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be Except for calculation of the Commitment Fee as set forth in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000. Within the foregoing limitsdefinition thereof, the Borrowers may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization of the Revolving Credit Commitment of Wachovia or any other Lender hereunder. All Swing Loans shall be made as Base Rate Loans or as LIBOR Index Loans. At any time, upon the request of Wachovia, each Lender (other than Wachovia, which shall retain its ratable share thereof) Wachovia shall, on the third Domestic (3rd) Business Day after such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Revolving Credit Commitment) of such Swing Loans. On such third Domestic (3rd) Business Day, each Lender will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Credit Commitments; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, Credit Parties or any other Person; (iv) any breach of this Agreement by the Parent or either of the Borrowers Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Loans. In addition to the foregoing, Wachovia shall from From time to timetime on or after the Effective Date and during the Swing Loan Availability Period, upon the request provided no Default or Event of the BorrowersDefault has occurred which is continuing, if the applicable conditions precedent in Article 3 have been satisfied, ▇▇▇▇▇ Fargo shall make Swing Loans loans under this Section 2.1(f) to the Borrowers U.S. Borrower in an aggregate principal amount at any one time outstanding up to but not exceeding $15,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in clauses (ii) and (iii) of Section 2.01(a) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000. Within the foregoing limits, the Borrowers may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date5,000,000. Swing Loans shall not constitute “U.S. Revolving Loans” for all purposes hereunder, except that until such time as the other U.S. Lenders shall have purchased a participating interest in such Swing Loans as provided for herein, such Swing Loans shall only be considered a utilization of the U.S. Commitment of Wachovia or ▇▇▇▇▇ Fargo (and following such a purchase of a participating interest, the U.S. Commitment of each U.S. Lender shall be considered utilized by the amount of such participating interest and the amount of ▇▇▇▇▇ Fargo’s U.S. Commitment considered to be utilized shall be decreased by the aggregate amount of such participating interests). Notwithstanding the foregoing sentence, the aggregate amount of all U.S. Revolving Loans (including, without limitation, all Swing Loans) shall not at any other Lender hereundertime exceed the Maximum U.S. Available Amount. All Subject to the conditions in this Agreement, any Swing Loan repaid prior to the Termination Date may be reborrowed pursuant to the terms of this Agreement; provided, that any and all such Swing Loans shall be made as Base Rate Loansdue and payable in full at the end of the Swing Loan Availability Period. At any time, upon the request of Wachovia▇▇▇▇▇ Fargo, each U.S. Lender (other than Wachovia, which shall retain its ratable share thereof▇▇▇▇▇ Fargo) shall, on the third Domestic first Business Day after such request is made, purchase a participating interest in any one or more Swing Loans made in an amount equal to its ratable share (based upon its accordance with the first sentence of this Section 2.1(f) pro rata in accordance with their respective Commitment) of such Swing LoansU.S. Commitments. On such third Domestic Business Day, each Each U.S. Lender will immediately transfer to Wachovia▇▇▇▇▇ Fargo, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia ▇▇▇▇▇ Fargo has received from any U.S. Lender such Lender its participating interest U.S. Lender’s participation in a Swing Loan, the Administrative Agent ▇▇▇▇▇ Fargo receives any payment on account thereof, the Administrative Agent ▇▇▇▇▇ Fargo will distribute to such U.S. Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Lender's ’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent ▇▇▇▇▇ Fargo is required to be returnedreturned to a Borrower, such U.S. Lender will return to the Administrative Agent ▇▇▇▇▇ Fargo any portion thereof previously distributed by the Administrative Agent ▇▇▇▇▇ Fargo to it. Each U.S. Lender's ’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: , (i) any set-off, counterclaim, recoupment, defense or other right which such U.S. Lender or any other Person may have against Wachovia requesting such purchase ▇▇▇▇▇ Fargo or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitmentsany U.S. Commitment; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, any Obligor or any other PersonLender; (iv) any breach of this Agreement by the Parent or either of the Borrowers or any other Loan Document by any Obligor or any other U.S. Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Loan (or any portion thereof), once so participated, shall cease to be a Swing Loan for the purposes of this Agreement, but shall continue to be a U.S. Revolving Loan. Each Swing Loan shall be in an amount equal to $100,000 or a integral multiple thereof.

Swing Loans. In addition to the foregoing, Wachovia shall from time to time, upon the request of the BorrowersBorrower, if the applicable conditions precedent in Article 3 III have been satisfied, make Swing Loans to the Borrowers Borrower (which, at the option of the Borrower and subject to the terms and conditions hereof, may be Foreign Currency Loans or Base Rate Loans) in an aggregate principal amount at any time outstanding not exceeding the Dollar Equivalent of $15,000,00010,000,000; provided that, (i) immediately before such Swing Loan is made, the aggregate amount of the Unused Commitments is not less than $10,000,000, and (ii) immediately after such Swing Loan is made, the conditions set forth in clauses (ii) aggregate outstanding principal amount of all Syndicated Loans and (iii) Swing Loans shall not exceed the aggregate amount of Section 2.01(a) shall have been satisfiedthe Commitments. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $1,000,000 500,000 or any larger multiple of $500,000100,000. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not will be considered a utilization deemed to be usage of the Commitment Commitments for the purpose of Wachovia or any other Lender hereunder. All Swing Loans shall be made as Base Rate Loanscalculating availability pursuant to Section 2.01(a)(ii), but will not reduce Wachovia's obligation to lend its pro rata share of the remaining Unused Commitment. At any time, upon the request of Wachovia, each Lender (Bank other than Wachovia, which shall retain its ratable share thereof) Wachovia shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Loans which are Base Rate Loans. On such third Domestic Business Day, each Lender Bank will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender Bank its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderBank's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each LenderBank's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender Bank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, Borrower or any other Person; (iv) any breach of this Agreement by the Parent or either of the Borrowers Borrower or any other LenderBank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Loans. In addition Subject to all of the foregoingterms and conditions of this Agreement (including, Wachovia shall without limitation, Section 5.1 and 5.2 hereof), from time to timetime on or after the Effective Date and during the Swing Loan Availability Period, upon the request of the Borrowers, if the applicable conditions precedent in Article 3 have been satisfied, W▇▇▇▇ Fargo shall make Swing Loans loans under this Section 2.1(b) to the Borrowers Borrower in an aggregate principal amount at any one time outstanding up to but not exceeding $15,000,000; provided that20,000,000. Swing Loans shall constitute “Loans” for all purposes hereunder, immediately after except that such Swing Loan is made, the conditions set forth in clauses (ii) and (iii) of Section 2.01(a) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000. Within the foregoing limits, the Borrowers may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization of the Commitment of Wachovia W▇▇▇▇ Fargo or any other Revolving Loan Lender for purposes of calculating commitment fees hereunder. All Notwithstanding the foregoing sentence, the aggregate amount of all Loans (including, without limitation, all Swing Loans) plus all Letter of Credit Liabilities shall not at any time exceed $200,000,000. Subject to the conditions in this Agreement, any Swing Loan repaid prior to the Revolving Loan Termination Date may be reborrowed pursuant to the terms of this Agreement; provided, that any and all such Swing Loans shall be made as Base Rate Loansdue and payable in full at the end of the Swing Loan Availability Period. At any time, upon the request of WachoviaW▇▇▇▇ Fargo, each Revolving Loan Lender (other than Wachovia, which shall retain its ratable share thereofW▇▇▇▇ Fargo) shall, on the third Domestic first Business Day after such request is made, purchase a participating interest in any one or more Swing Loans made in accordance with the first sentence of this Section 2.1(b) in an amount equal to its ratable share (based upon its respective Commitment) Revolving Loan Commitment Percentage of such Swing Loans. On such third Domestic Business Day, each Each Revolving Loan Lender will immediately transfer to WachoviaW▇▇▇▇ Fargo, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia W▇▇▇▇ Fargo has received from any Revolving Loan Lender such Lender its participating interest Revolving Loan Lender’s participation in a Swing Loan, the Administrative Agent W▇▇▇▇ Fargo receives any payment on account thereof, the Administrative Agent W▇▇▇▇ Fargo will distribute to such Revolving Loan Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Loan Lender's ’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent W▇▇▇▇ Fargo is required to be returned, such Revolving Loan Lender will return to the Administrative Agent W▇▇▇▇ Fargo any portion thereof previously distributed by the Administrative Agent W▇▇▇▇ Fargo to it. Each Revolving Loan Lender's ’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: , (i) any set-off, counterclaim, recoupment, defense or of other right which such Revolving Loan Lender or any other Person may have against Wachovia requesting such purchase W▇▇▇▇ Fargo or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitmentsany Commitment; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, any Obligor or any other PersonRevolving Loan Lender; (iv) any breach of this Agreement by the Parent or either of the Borrowers or any other Loan Document by any Obligor or any other Revolving Loan Lender; , or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Loan, once so participated, shall cease to be a Swing Loan for the purposes of this Agreement, but shall be a Revolving Loan. Borrower, Agent and the Revolving Loan Lenders agree pursuant to Chapter 346, that Chapter 346 shall not apply to the Swing Note or any Swing Loan and that neither the Swing Note nor any Swing Loan shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever. Each Swing Loan shall be in an amount equal to $100,000 or a multiple thereof.

Swing Loans. In addition to the foregoing, Wachovia shall from time to timetime after the Funding Date but before the Maturity Date, upon the request of the BorrowersBorrower, if the applicable conditions precedent in Article 3 V have been satisfied, make Swing Loans to the Borrowers Borrower in an aggregate principal amount at any time outstanding not exceeding $15,000,00020,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in clauses (ii) and (iii) of Section 2.01(a2.1(b) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be Except for calculation of the Commitment Fee as set forth in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000. Within the foregoing limitsdefinition thereof, the Borrowers may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization of the Revolving Credit Commitment of Wachovia or any other Lender hereunder. All Swing Loans shall be made as Base Rate Loans or as LIBOR Index Loans; provided, however, that (A) the entire principal balance of the Swing Loans shall at all times bear interest as either a LIBOR Index Loan or a Base Rate Loan; (B) while any Swing Loan is outstanding all subsequent Swing Loans must bear interest at the same rate as the Swing Loans then outstanding; (C) the Borrower may not convert any outstanding Swing Loans from Base Rate Loans to LIBOR Index Loans, or vice versa; (D) no Swing Loan shall constitute a LIBOR Index Loan for more than ten (10) succeeding Business Days; and (E) if any Swing Loan remains outstanding for more than ten (10) Business Days as a LIBOR Index Loan, then the entire principal balance of the Swing Loans shall, automatically and without notice to Borrower or any other Person, convert to a Base Rate Loan and, thereafter, bear interest as a Base Rate Loan. At any time, upon the request of Wachovia, each Lender (other than Wachovia, which shall retain its ratable share thereof) Wachovia shall, on the third Domestic (3rd) Business Day after such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Revolving Credit Commitment) of such Swing Loans. On such third Domestic (3rd) Business Day, each Lender will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's ’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender's ’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Credit Commitments; (iii) the occurrence or existence of any Material Adverse Change or Material Adverse Effect or the existence or occurrence of any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, or any other Person; (iv) any breach of this Agreement any Credit Document by the Parent or either of the Borrowers any Credit Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Purchase of any participating interest in the Swing Loans shall not relieve Borrower of any default in the payment thereof.

Swing Loans. In addition to the foregoing, Wachovia shall from time to time, upon the request of the BorrowersBorrower, if the applicable conditions precedent in Article 3 III have been satisfied, make Swing Loans to the Borrowers Borrower in an aggregate principal amount at any time outstanding not exceeding $15,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in clauses (iii) and (iiiii) of Section 2.01(a) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization of the Commitment of Wachovia or any other Lender hereunder. All Swing Loans shall be made as Base Rate Loans. At any time, upon the request of Wachovia, each Lender (other than Wachovia, Wachovia which shall retain its ratable share thereofshare) shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Loans. On such third Domestic Business Day, each Lender will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of either of the BorrowersBorrower, the Parent, Parent or any other Person; (iv) any breach of this Agreement by the Parent or either of the Borrowers Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Loans. In addition to the foregoing, Wachovia shall will from time to ----------- time, upon the request of the BorrowersParent, if the applicable conditions precedent in Article 3 III have been satisfied, make Swing Loans to the Borrowers any Borrower, in an aggregate principal amount at any time outstanding not exceeding $15,000,00030,000,000; provided that, immediately after such Swing Loan is made, the conditions set -------- forth in clauses clause (ii) and (iii) of Section 2.01(a) shall have been must be satisfied. Each Swing Loan Borrowing under this Section 2.01(bSection 2.01 (b) shall must be in an aggregate principal amount of $1,000,000 500,000 or any larger multiple of $500,000100,000. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization of the Commitment of Wachovia or any other Lender hereunder. All Swing Loans shall be made as must bear interest at the Base Rate Loans(plus the Applicable Margin, if any) or at the Wachovia Alternative Rate. At any time, upon the request of Wachovia, each Lender (Bank other than Wachovia, which shall retain its ratable share thereof) shallWachovia is required to, on the third Domestic Business Day after such request is made, purchase a participating interest in the outstanding Swing Loans in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Loans. On such third Domestic Business Day, each Lender will Bank must immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender Bank its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderBank's participating interest was outstanding and funded); provided, however, that in the event that -------- ------- such payment received by the Administrative Agent is required to be returned, such Lender Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each LenderBank's obligation to purchase such participating interests shall be is absolute and unconditional and shall is not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender Bank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of either of the BorrowersBorrower, the Parent, Parent or any other Person; (iv) any breach of this Agreement by the Parent or either of the Borrowers Borrower or any other LenderBank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Swing Loans of Wachovia are to be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(a)(ii), but will not reduce Wachovia's or any Bank's obligation to lend its pro rata share of the remaining Unused Commitment.

Swing Loans. In addition to the foregoing, at any time during which there are 3 or more Banks parties hereto, Wachovia shall from time to time, upon the request of the Borrowerseither Borrower, if the applicable conditions precedent in Article 3 IV have been satisfied, make Swing Loans to the Borrowers such Borrower in an aggregate principal amount at any time outstanding not exceeding $15,000,0001,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in clauses (ii) Aggregate Principal Amount Outstanding shall not exceed the lesser of the Borrowing Base and (iii) of Section 2.01(a) shall have been satisfiedthe Aggregate Commitments. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $1,000,000 100,000 or any larger multiple of $500,00025,000. Within the foregoing limits, the Borrowers may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall be included in the calculation of "Aggregate Principal Amount Outstanding" hereunder, but shall not be considered a utilization of the Commitment of Wachovia or any other Lender Bank hereunder. All Swing Loans shall be made as Base Rate Loans. At any time, upon the request of Wachovia, each Lender (Bank other than Wachovia, which shall retain its ratable share thereof) Wachovia shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Loans. On such third Domestic Business Day, each Lender Bank will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender Bank its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderBank's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each LenderBank's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender Bank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, Borrowers or any other Person; (iv) any breach of this Agreement by the Parent or either of the Borrowers or any other LenderBank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Loans. In addition to the foregoing, Wachovia shall from time to time, upon the request of the BorrowersBorrower, if the applicable conditions precedent in Article 3 III have been satisfied, make Swing Loans to the Borrowers Borrower in an aggregate principal amount at any time outstanding not exceeding $15,000,000; provided that, immediately after such Swing Loan is made, the conditions condition set forth in clauses clause (ii) and (iii) of Section 2.01(a) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $1,000,000 500,000 or any larger multiple of $500,000100,000. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization of the Commitment of Wachovia or any other Lender Bank hereunder. All Swing Loans shall be made as Base Rate Loans. At any time, upon the request of Wachovia, each Lender (Bank other than Wachovia, which shall retain its ratable share thereof) Wachovia shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Loans. On such third Domestic Business Day, each Lender Bank will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender Bank its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderBank's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each LenderBank's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender Bank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, Borrower or any other Person; (iv) any breach of this Agreement by the Parent or either of the Borrowers Borrower or any other LenderBank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Loans. In addition to the foregoing, Wachovia the Administrative Agent shall from time to time, upon the request of the BorrowersBorrower, if the applicable conditions precedent in Article 3 III have been satisfiedsatisfied or waived in accordance with Section 9.06, make Swing Loans to the Borrowers Borrower in an aggregate principal amount at any time outstanding not exceeding $15,000,00050,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in clauses (iii) and (iiiii) of Section 2.01(a) shall have been satisfied. Each Except as set forth below in this Section 2.01(b) under the Sweep Agreement, each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $1,000,000 100,000 or any larger multiple of $500,00025,000. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization of the Commitment of Wachovia the Administrative Agent or any other Lender Bank hereunder. All Swing Loans shall be made as bear interest at the per annum rate or rates agreed to by the Borrower and the Administrative Agent from time to time, or, if no agreement is reached, at the Base Rate Loansplus the Applicable Margin. At any time, upon the request of Wachoviathe Administrative Agent, each Lender (Bank other than Wachovia, which shall retain its ratable share thereof) the Administrative Agent shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Loans. On such third Domestic Business Day, each Lender Bank will immediately transfer to Wachoviathe Administrative Agent, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia the Administrative Agent has received from any such Lender Bank its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderBank's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each LenderBank's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender Bank or any other Person may have against Wachovia the Administrative Agent requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, Borrower or any other Person; (iv) any breach of this Agreement by the Parent or either of the Borrowers Borrower or any other LenderBank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. At any time during which the Sweep Agreement is in effect, on each Domestic Business Day, the Administrative Agent shall calculate the Net Cash Position in accordance with the terms of the Sweep Agreement. If the Net Cash Position is less than zero, and so long as no Default or Event of Default has occurred and is continuing, then the Borrower shall be deemed to have irrevocably requested that the Administrative Agent make a Swing Loan to the Borrower in an amount equal to the lesser of (i) an amount equal to the amount of the deficit Net Cash Position, rounded up to the nearest $1,000 and (ii) an amount, which when added to the aggregate principal amount of all outstanding Swing Loans (after giving effect to any amount requested), shall not exceed the lesser of (A) the aggregate Commitment less the sum of all outstanding Loans and the Letter of Credit Obligations and (B) $50,000,000. Principal and interest on Swing Loans deemed requested pursuant to this Section shall be paid pursuant to the terms and conditions of the Sweep Agreement without any deduction, setoff or counterclaim whatsoever. Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Agreement, the principal amount of the Swing Loans shall be paid in full, together with accrued interest thereon, on the Termination Date.

Swing Loans. In addition to the foregoing, Wachovia shall from time to time, upon the request of the BorrowersBorrower, if the applicable conditions precedent in Article 3 V have been satisfied, make Swing Loans to the Borrowers Borrower in an aggregate principal amount at any time outstanding not exceeding $15,000,00040,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in clauses (iii) and (iiiii) of Section 2.01(a2.1(b) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be Except for calculation of the Commitment Fee as set forth in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000. Within the foregoing limitsdefinition thereof, the Borrowers may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization of the Revolving Credit Commitment of Wachovia or any other Lender hereunder. All Swing Loans shall be made as Base Rate Loans or as LIBOR Index Loans. At any time, upon the request of Wachovia, each Lender (other than Wachovia, which shall retain its ratable share thereof) Wachovia shall, on the third Domestic (3rd) Business Day after such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Revolving Credit Commitment) of such Swing Loans. On such third Domestic (3rd) Business Day, each Lender will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's ’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender's ’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Credit Commitments; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, Credit Parties or any other Person; (iv) any breach of this Agreement by the Parent or either of the Borrowers Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Loans. In addition to the foregoing, at any time during which there are 3 or more Banks parties hereto, Wachovia shall from time to time, upon the request of the Borrowerseither Borrower, if the applicable conditions precedent in Article 3 IV have been satisfied, make Swing Loans to the Borrowers such Borrower in an aggregate principal amount at any time outstanding not exceeding $15,000,0005,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in clauses Aggregate Principal Amount Outstanding shall not exceed the lesser of (iix) and the Borrowing Base or (iiiy) of Section 2.01(a) shall have been satisfiedthe Aggregate Commitments. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $1,000,000 100,000 or any larger multiple of $500,00025,000. Within the foregoing limits, the Borrowers may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall be included in the calculation of "Aggregate Principal Amount Outstanding" hereunder, but shall not be considered a utilization of the Commitment of Wachovia or any other Lender Bank hereunder. All Swing Loans shall be made as Base Rate Loans. At any time, upon the request of Wachovia, each Lender (Bank other than Wachovia, which shall retain its ratable share thereof) Wachovia shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Loans. On such third Domestic Business Day, each Lender Bank will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender Bank its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderBank's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each LenderBank's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender Bank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, Borrowers or any other Person; (iv) any breach of this Agreement by the Parent or either of the Borrowers or any other LenderBank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Loans. In addition to the foregoing, Wachovia shall from From time to timetime on or after the Effective Date and during the Swing Loan Availability Period, upon the request provided no Default or Event of the BorrowersDefault has occurred which is continuing, if the applicable conditions precedent in Article 3 have been satisfied, Chase shall make Swing Loans loans under this Section 2.1(c) to the Borrowers Borrower in an aggregate principal amount at any one time outstanding up to but not exceeding $15,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in clauses (ii) and (iii) of Section 2.01(a) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000. Within the foregoing limits, the Borrowers may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date5,000,000. Swing Loans shall not constitute “Revolving Loans” for all purposes hereunder, except that until such time as the other Lenders shall have purchased a participating interest in such Swing Loans as provided for herein, such Swing Loans shall only be considered a utilization of the Revolving Loan Commitment of Wachovia or Chase (and following such a purchase of a participating interest, the Revolving Loan Commitment of each Lender shall be considered utilized by the amount of such participating interest and the amount of Chase’s Revolving Loan Commitment considered to be utilized shall be decreased by the aggregate amount of such participating interests). Notwithstanding the foregoing sentence, the aggregate amount of all Revolving Loans (including, without limitation, all Swing Loans) shall not at any other Lender hereundertime exceed the Maximum Revolving Loan Available Amount. All Subject to the conditions in this Agreement, any Swing Loan repaid prior to the Revolving Loan Termination Date may be reborrowed pursuant to the terms of this Agreement; provided, that any and all such Swing Loans shall be made as Base Rate Loansdue and payable in full at the end of the Swing Loan Availability Period. At any time, upon the request of WachoviaChase, each Revolving Loan Lender (other than Wachovia, which shall retain its ratable share thereofChase) shall, on the third Domestic first Business Day after such request is made, purchase a participating interest in any one or more Swing Loans made in accordance with the first sentence of this Section 2.1(c) in an amount equal to its ratable share (based upon its respective Commitment) Revolving Loan Commitment Percentage of such Swing Loans. On such third Domestic Business Day, each Each Revolving Loan Lender will immediately transfer to WachoviaChase, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia Chase has received from any Lender such Lender its participating interest Lender’s participation in a Swing Loan, the Administrative Agent Chase receives any payment on account thereof, the Administrative Agent Chase will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's ’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent Chase is required to be returned, such Lender will return to the Administrative Agent Chase any portion thereof previously distributed by the Administrative Agent Chase to it. Each Revolving Loan Lender's ’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: , (i) any set-off, counterclaim, recoupment, defense or of other right which such Lender or any other Person may have against Wachovia requesting such purchase Chase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitmentsany Revolving Loan Commitment; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, any Obligor or any other PersonLender; (iv) any breach of this Agreement or any other Loan Document by the Parent or either of the Borrowers any Obligor or any other Lender; , or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Loan, once so participated, shall cease to be a Swing Loan for the purposes of this Agreement, but shall be a Revolving Loan. Borrower, Agent and the Lenders agree pursuant to Chapter 346 (“Chapter 346”) of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to the Swing Note or any Swing Loan and that neither the Swing Note nor any Swing Loan shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever. Each Swing Loan shall be in an amount equal to $100,000 or a multiple thereof.

Swing Loans. In addition Subject to all of the foregoingterms and conditions of this Agreement (including, Wachovia shall without limitation, Section 5.1 and 5.2 hereof), from time to timetime on or after the Effective Date and during the Swing Loan Availability Period, upon the request of the Borrowers, if the applicable conditions precedent in Article 3 have been satisfied, W▇▇▇▇ Fargo shall make Swing Loans loans under this Section 2.1(b) to the Borrowers Borrower in an aggregate principal amount at any one time outstanding up to but not exceeding $15,000,000; provided that20,000,000. Swing Loans shall constitute “Loans” for all purposes hereunder, immediately after except that such Swing Loan is made, the conditions set forth in clauses (ii) and (iii) of Section 2.01(a) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000. Within the foregoing limits, the Borrowers may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization of the Commitment of Wachovia W▇▇▇▇ Fargo or any other Revolving Loan Lender for purposes of calculating commitment fees hereunder. All Notwithstanding the foregoing sentence, the aggregate amount of all Loans (including, without limitation, all Swing Loans) plus all Letter of Credit Liabilities shall not at any time exceed the then-current aggregate amount of the Commitments. Subject to the conditions in this Agreement, any Swing Loan repaid prior to the Revolving Loan Termination Date may be reborrowed pursuant to the terms of this Agreement; provided, that any and all such Swing Loans shall be made as Base Rate Loansdue and payable in full at the end of the Swing Loan Availability Period. At any time, upon the request of WachoviaW▇▇▇▇ Fargo, each Revolving Loan Lender (other than Wachovia, which shall retain its ratable share thereofW▇▇▇▇ Fargo) shall, on the third Domestic first Business Day after such request is made, purchase a participating interest in any one or more Swing Loans made in accordance with the first sentence of this Section 2.1(b) in an amount equal to its ratable share (based upon its respective Commitment) Revolving Loan Commitment Percentage of such Swing Loans. On such third Domestic Business Day, each Each Revolving Loan Lender will immediately transfer to WachoviaW▇▇▇▇ Fargo, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia W▇▇▇▇ Fargo has received from any Revolving Loan Lender such Lender its participating interest Revolving Loan Lender’s participation in a Swing Loan, the Administrative Agent W▇▇▇▇ Fargo receives any payment on account thereof, the Administrative Agent W▇▇▇▇ Fargo will distribute to such Revolving Loan Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Loan Lender's ’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent W▇▇▇▇ Fargo is required to be returned, such Revolving Loan Lender will return to the Administrative Agent W▇▇▇▇ Fargo any portion thereof previously distributed by the Administrative Agent W▇▇▇▇ Fargo to it. Each Revolving Loan Lender's ’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: , (i) any set-off, counterclaim, recoupment, defense or of other right which such Revolving Loan Lender or any other Person may have against Wachovia requesting such purchase W▇▇▇▇ Fargo or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitmentsany Commitment; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, any Obligor or any other PersonRevolving Loan Lender; (iv) any breach of this Agreement by the Parent or either of the Borrowers or any other Loan Document by any Obligor or any other Revolving Loan Lender; , or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Loan, once so participated, shall cease to be a Swing Loan for the purposes of this Agreement, but shall be a Revolving Loan. Borrower, Agent and the Revolving Loan Lenders agree pursuant to Chapter 346, that Chapter 346 shall not apply to the Swing Note or any Swing Loan and that neither the Swing Note nor any Swing Loan shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever. Each Swing Loan shall be in an amount equal to $100,000 or a multiple thereof.

Swing Loans. In addition to the foregoing, Wachovia shall from time to time, upon the request of the BorrowersBorrower, if the applicable conditions precedent in Article 3 III have been satisfied, make Swing Loans to the Borrowers Borrower in an aggregate principal amount at any time outstanding not exceeding $15,000,00010,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in clauses (iii) and (iiiii) of Section 2.01(a) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $1,000,000 100,000 or any larger multiple of $500,00025,000. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization of the Commitment of Wachovia or any other Lender Bank hereunder. All Swing Loans shall be made as Base Rate Loans. At any time, upon the request of Wachovia, each Lender (Bank other than Wachovia, which shall retain its ratable share thereof) Wachovia shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Loans. On such third Domestic Business Day, but in no event later than the Termination Date, if applicable, each Lender Bank will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender Bank its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderBank's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each LenderBank's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender Bank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of either of the Borrowers, the Parent, Borrower or any other Person; (iv) any breach of this Agreement by the Parent or either of the Borrowers Borrower or any other LenderBank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.