Common use of Swing Loans Clause in Contracts

Swing Loans. (a) Subject to the terms and conditions set forth ----------- herein, the Swing Bank agrees to make Swing Loans to the Borrower, in the Swing Bank's sole discretion, from time to time during the Commitment Period, in an aggregate principal amount at any time outstanding that will not result in the aggregate principal amount of outstanding Swing Loans exceeding $2,000,000.00. Within the foregoing limit and subject to the Swing Bank's discretion and the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow the Swing Loans. Each Swing Loan shall be made as a Prime Rate Loan. (b) To request a Swing Loan, the Borrower shall notify the Swing Bank (which shall promptly notify the Agent) of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., Philadelphia time, on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall make each Swing Loan available to the Borrower, in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each Bank, specifying in such notice such Bank's pro rata share of such Swing Loan or Loans, together with interest accrued thereon. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph in the same manner as provided in Section 2.2(d) with respect to Revolving Credit Loans made by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower of any participations in any Swing Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received by the Swing Bank from the Borrower (or other party on behalf of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. In addition to the foregoing, Wachovia shall from time to time, upon the request of the Borrower, if the applicable conditions precedent in Article III have been satisfied, make Swing Loans to the Borrower (a) Subject which, at the option of the Borrower and subject to the terms and conditions set forth ----------- hereinhereof, the Swing Bank agrees to make Swing may be Foreign Currency Loans to the Borrower, in the Swing Bank's sole discretion, from time to time during the Commitment Period, or Base Rate Loans) in an aggregate principal amount at any time outstanding that will not result exceeding the Dollar Equivalent of $10,000,000; 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 aggregate outstanding principal amount of all Syndicated Loans and Swing Loans shall not exceed the aggregate amount of the Commitments. Each Swing Loan Borrowing under this Section 2.01(b) shall be in the an aggregate principal amount of outstanding Swing Loans exceeding $2,000,000.00500,000 or any larger multiple of $100,000. Within the foregoing limit and subject to the Swing Bank's discretion and the terms and conditions set forth hereinlimits, the Borrower may borrowborrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans will 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 obligation to lend its pro rata share of the remaining Unused Commitment. At any time, upon the request of Wachovia, each Bank other than 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. Each Swing Loan shall be made as a Prime Rate Loan. (b) To request On such third Domestic Business Day, each 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 Bank its participating interest in a Swing Loan, the Borrower shall notify Administrative Agent receives any payment on account thereof, the Swing Administrative Agent will distribute to such Bank its participating interest in such amount (which shall promptly notify the Agent) of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., Philadelphia time, on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall make each Swing Loan available to the Borrowerappropriately adjusted, in its discretionthe case of interest payments, by means to reflect the period of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in time during which Banks will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each Bank, specifying in such notice such Bank's pro rata share of participating interest was outstanding and funded); provided, however, that in the event that such Swing Loan or Loanspayment received by the Administrative Agent is required to be returned, together with interest accrued thereonsuch Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or an Event of Default or reduction or the termination of the Revolving Credit Commitments, and that each such payment shall be made without ; (iii) any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph adverse change in the same manner as provided in Section 2.2(dcondition (financial or otherwise) with respect to Revolving Credit Loans made by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify of the Borrower or any other Person; (iv) any breach of any participations in any Swing Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received Agreement by the Swing Bank from the Borrower or any other Bank; or (v) any other circumstance, happening or other party on behalf event whatsoever, whether or not similar to any of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofforegoing. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. (ai) In addition to the Loans, Agent shall, from time to time upon the request of the Borrower, if the applicable conditions precedent specified in Sections 4.01 and 4.02 have been satisfied, make loans (the "Swing Loans") to the Borrower in an aggregate amount which shall not exceed the Available Aggregate Commitment on such Business Day; provided that the aggregate amount of Swing Loans outstanding at any time shall not exceed $10,000,000; provided further that the sum of aggregate amount of Swing Loans outstanding at any time plus the Aggregate Outstanding Credit Exposure at such time shall not exceed the Aggregate Commitment at such time. Swing Loans shall constitute "Loans" for all purposes hereunder, except they shall be held by Agent and shall not be considered a utilization of the Aggregate Commitment hereunder for purposes of calculating fees hereunder. Subject to the terms and conditions set forth ----------- hereinof this Agreement, the Swing Bank agrees to make all Swing Loans to the Borrower, in the Swing Bank's sole discretion, from time to time during the Commitment Period, in an aggregate principal amount at any time outstanding that will not result in the aggregate principal amount of outstanding Swing Loans exceeding $2,000,000.00. Within the foregoing limit and subject to the Swing Bank's discretion and the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow the Swing Loans. Each Swing Loan shall be made as a Prime Floating Rate LoanLoans and may be borrowed, paid, or repaid and reborrowed pursuant to this Agreement and all such Swing Loans shall be due and payable in full on the Facility Termination Date. All Swing Loans shall bear interest based on applicable Floating Rate. (bii) To At any time before or after a Default or Unmatured Default, upon the request of Agent or the Borrower through the Agent, each Lender other than Agent shall be deemed, without further action by any Person, to have purchased from Agent a participation in any one or more Swing Loans described in such notice in an amount equal to such Lender's Pro Rata Share of such Swing Loans. The Agent shall notify each such Lender of the amount of such participation and such Lender will transfer to Agent on the next Business Day following such request, in immediately available funds, the amount of its participation. Whenever, at any time after Agent has received from any Lender such Lender's participating interest in a Swing Loan, Agent receives from Borrower any payment on account thereof, Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the Borrower case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded) which payment shall notify the Swing Bank (which shall promptly notify the Agent) of be subject to repayment by such request Lender if such payment received by telephone (confirmed by telecopy), not later than 1:00 p.m., Philadelphia time, on the day of a proposed Swing LoanAgent is required to be returned. Each Lender's obligation to purchase such notice participating interests shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall make each Swing Loan available to the Borrower, in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each Bank, specifying in such notice such Bank's pro rata share of such Swing Loan or Loans, together with interest accrued thereon. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against Agent or any other Person for any reason whatsoever, including ; (B) the occurrence and or continuance of a Default or Event of an Unmatured Default or reduction or the termination of the Revolving Credit Commitments; (C) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (D) any breach of this Agreement by the Borrower or any other Lender; or (E) any other circumstance, and that each such payment shall be made without happening or event whatsoever, whether or not similar to any offset, abatement, withholding or reduction whatsoeverof the foregoing. Each Bank Swing Loan, once so participated by any Lender, shall comply with its obligation under this paragraph in the same manner as provided in Section 2.2(d) cease to be a Swing Loan with respect to Revolving Credit Loans made by such Bank and the Agent that amount for purposes of this Agreement but shall promptly pay continue to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower of any participations in any Swing Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received by the Swing Bank from the Borrower (or other party on behalf of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofLoan. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. (a) Subject In addition to the terms and foregoing, Wachovia shall from time to time, upon the request of the Borrowers, if the applicable conditions set forth ----------- hereinprecedent in Article 3 have been satisfied, the Swing Bank agrees to make Swing Loans to the Borrower, in the Swing Bank's sole discretion, from time to time during the Commitment Period, Borrowers in an aggregate principal amount at any time outstanding that will not result exceeding $15,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in the 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 outstanding Swing Loans exceeding $2,000,000.001,000,000 or any larger multiple of $500,000. Within the foregoing limit and subject to the Swing Bank's discretion and the terms and conditions set forth hereinlimits, the Borrower Borrowers may borrowborrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing LoansLoans shall not be considered a utilization of the Commitment of Wachovia or any other Lender hereunder. Each All Swing Loan 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 Prime Rate Loan. participating interest in Swing Loans in an amount equal to its ratable share (bbased upon its respective Commitment) To request 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 Borrower shall notify Administrative Agent receives any payment on account thereof, the Swing Bank 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 shall promptly notify such Lender's participating interest was outstanding and funded); provided, however, that in the Agent) of event that such request payment received by telephone (confirmed the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by telecopy), not later than 1:00 p.m., Philadelphia time, on the day of a proposed Swing LoanAdministrative Agent to it. Each Lender's obligation to purchase such notice participating interests shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall make each Swing Loan available to the Borrower, in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each Bank, specifying in such notice such Bank's pro rata share of such Swing Loan or Loans, together with interest accrued thereon. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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, including ; (ii) the occurrence and or continuance of a Default or an Event of Default or reduction or the termination of the Revolving Credit Commitments, and that each such payment shall be made without ; (iii) any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph adverse change in the same manner as provided in Section 2.2(dcondition (financial or otherwise) with respect to Revolving Credit Loans made by such Bank and of either of the Agent shall promptly pay to Borrowers, the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower Parent, or any other Person; (iv) any breach of any participations in any Swing Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received Agreement by the Swing Bank from the Borrower (Parent or other party on behalf either of the applicable BorrowerBorrowers or any other Lender; or (v) in respect of a Swing Loan after receipt by the Swing Bank any other circumstance, happening or event whatsoever, whether or not similar to any of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofforegoing. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. (ai) Subject In addition to the terms and foregoing, Wachovia shall from time to time, upon the request of the Borrower, if the applicable conditions set forth ----------- hereinprecedent in Article III have been satisfied, the Swing Bank agrees to make Swing Loans to the Borrower, in the Swing Bank's sole discretion, from time to time during the Commitment Period, Borrower in an aggregate principal amount at any time outstanding that will not result exceeding $15,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in the clause (ii) 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 outstanding Swing Loans exceeding $2,000,000.00100,000 or any larger multiple of $25,000. Within the foregoing limit and subject to the Swing Bank's discretion and the terms and conditions set forth hereinlimits, the Borrower may borrowborrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing LoansLoans shall not be considered a utilization of the Commitment of Wachovia or any other Bank hereunder. Each All Swing Loan Loans shall be made as a Prime Base Rate LoanLoans or, subject to the provisions of clause (ii) below, Transaction Rate Loans. (bii) To request a Swing Loans may be Transaction Rate Loans, if the Administrative Agent shall have determined that such Transaction Rate Loan, including the principal amount thereof, the Interest Period and the Transaction Rate applicable thereto, has been expressly agreed to by the Borrower and Wachovia (such agreement may be obtained by telephone, confirmed promptly to the Administrative Agent in writing) pursuant to the following procedures. If the Borrower desires a Transaction Rate Loan, (a) the Borrower shall notify provide Wachovia, with a copy to the Swing Bank Administrative Agent, with notice of a request (which shall promptly notify the Agenta "Transaction Rate Request") of such request by telephone for a quote for a Transaction Rate Borrowing prior to 1:00 p.m. (confirmed by telecopy)Atlanta, not later than 1:00 p.m., Philadelphia Georgia time, ) on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Domestic Business Day) of the requested Swing Loan proposed Transaction Rate Borrowing, which Transaction Rate Request shall include the principal amount and proposed Interest Period of the relevant Transaction Rate Borrowing, (b) prior to 1:30 p.m. (Atlanta, Georgia time) on such date, Wachovia shall furnish the Borrower, with a copy to the Administrative Agent, with its rate quote (a "Transaction Rate Quote") via facsimile transmission, (c) the Borrower shall immediately inform Wachovia and the amount Administrative Agent of its decision as to whether to request a Transaction Rate Borrowing at the requested Swing Loan. The Swing Bank Transaction Rate specified in such Transaction Rate Quote (a "Transaction Rate") (which may be done by telephone and promptly confirmed in writing, and which decision shall be irrevocable), and (d) if the Borrower has so informed Wachovia and the Administrative Agent that it does desire a Transaction Rate Borrowing at the Transaction Rate specified in such Transaction Rate Quote, then by 2:00 p.m. (Atlanta, Georgia time) on the date of such decision, Wachovia shall make each Swing Loan such Transaction Rate Borrowing, with interest accruing thereon at such Transaction Rate, available to the Borrower, Administrative Agent in its discretion, by means of a credit to the general deposit account of the Borrower accordance with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each Bank, specifying in such notice such Bank's pro rata share of such Swing Loan or Loans, together with interest accrued thereon. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph in the same manner as provided in Section 2.2(d) with respect to Revolving Credit Loans made by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banksprocedures set forth herein. The Administrative Agent shall notify the Borrower Banks of any participations in any Swing Loan acquired Transaction Rate Borrowing pursuant to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received by the Swing Bank from the Borrower (or other party on behalf of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofhereto. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. (a) Subject In addition to the terms and foregoing, Wachovia shall from time to time, upon the request of the Borrower, if the applicable conditions set forth ----------- hereinprecedent in Article V have been satisfied, the Swing Bank agrees to make Swing Loans to the Borrower, in the Swing Bank's sole discretion, from time to time during the Commitment Period, Borrower in an aggregate principal amount at any time outstanding that will not result in the aggregate principal amount of outstanding Swing Loans exceeding $2,000,000.00. Within 40,000,000; provided that, immediately after such Swing Loan is made, the foregoing limit and subject to the Swing Bank's discretion and the terms and conditions set forth hereinin clauses (i) and (ii) of Section 2.1(b) shall have been satisfied. Except for calculation of the Commitment Fee as set forth in the definition thereof, Swing Loans shall not be considered a utilization of the Borrower may borrow, prepay and reborrow the Revolving Credit Commitment of Wachovia or any other Lender hereunder. All Swing Loans. Each Swing Loan 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 shall, on the third (3rd) Business Day after such request is made, purchase a Prime Rate Loan. participating interest in Swing Loans in an amount equal to its ratable share (bbased upon its respective Revolving Credit Commitment) To request of such Swing Loans. On such third (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 Borrower shall notify the Swing Bank (which shall promptly notify the Agent) of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., Philadelphia time, Agent receives any payment on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall make each Swing Loan available to the Borrower, in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such noticethereof, the Agent will give notice thereof distribute to each Bank, specifying such Lender its participating interest in such notice amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such BankLender's pro rata share of participating interest was outstanding and funded); provided, however, that in the event that such Swing Loan or Loanspayment received by the Agent is required to be returned, together with interest accrued thereonsuch Lender will return to the Agent any portion thereof previously distributed by the Agent to it. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such BankLender's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance 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, including ; (ii) the occurrence and or continuance of a Default or an Event of Default or reduction or the termination of the Revolving Credit Commitments, and that each such payment shall be made without ; (iii) any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph adverse change in the same manner as provided in Section 2.2(dcondition (financial or otherwise) with respect to Revolving of the Credit Loans made Parties or any other Person; (iv) any breach of this Agreement by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower of or any participations in other Lender; or (v) any Swing Loan acquired pursuant other circumstance, happening or event whatsoever, whether or not similar to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received by the Swing Bank from the Borrower (or other party on behalf any of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofforegoing. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. (a) Subject to During the term of this Agreement, the Lenders agree, on the terms and conditions set forth ----------- hereinin this Agreement, the Swing Bank agrees to make Swing Loans advances to the Borrower, in the Swing Bank's sole discretion, Borrower pursuant to this Section from time to time during in amounts such that (i) the aggregate of such advance and amount of Swing Loans theretofore advanced and still outstanding does not at any time exceed the Swing Loan Commitment Period, and (ii) the amount of such advance does not exceed the Loan Availability. Each advance under this Section shall be in an aggregate principal amount of $1,000,000 or a larger multiple of $100,000 (except that any such advance may be in the aggregate available amount of Swing Loans determined in accordance with the immediately preceding sentence). With the foregoing limits, Borrower may borrow under this Section, repay or, to the extent permitted by Section 1.3, prepay Swing Loans and reborrow under this Section at any time outstanding that will not result during the term of this Agreement. (b) The Agent shall, on behalf of Borrower (which hereby irrevocably directs the Agent to act on its behalf), on notice given by Agent no later than 1:00 p.m. (Central time) on the Business Day immediately following the funding of any Swing Loan, request each Lender to make, and each Lender hereby agrees to make, an advance, in an amount (with respect to each Lender, its “Swing Loan Refund Amount”) equal to such Lender’s Commitment Percentage of the aggregate principal amount of outstanding the Swing Loans exceeding $2,000,000.00. Within (the foregoing limit and subject “Refunded Swing Loans”) outstanding on the date of such notice, to repay the Swing Bank's discretion and Lender. Unless any of the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow the Swing Loans. Each Swing Loan shall be made as a Prime Rate Loan. (bevents described in Section 6.1(J) To request a Swing Loan, the with respect to Borrower shall notify have occurred and be continuing (in which case the Swing Bank (which procedures of Section 3.5(c) shall promptly notify the apply), each Lender shall make such advance of available to Agent at Agent) of such request by telephone (confirmed by telecopy)’s office in immediately available funds, not later than 1:00 p.m., Philadelphia p.m. (Central time), on the fifth Business Day immediately following the date of such notice. Agent shall immediately apply such proceeds to repay Refunded Swing Loans. Effective on the day such advances are made, the portion of a proposed the Swing Loan. Each such notice Loans so paid shall no longer be outstanding as Swing Loans, shall no longer be due as Swing Loans under the Swing Loan Note held by the Swing Lender, and shall be irrevocable and shall specify due as Advances under the requested date respective Notes issued to the Lenders. Borrower authorizes the Agent to charge Borrower’s accounts with Agent (which shall be a Business Dayup to the amount available in each such accounts) of the requested Swing Loan and in order to immediately pay the amount of the requested such Refunded Swing Loan. The Swing Bank shall make each Swing Loan available Loans to the Borrower, extent amounts received from the Lenders are not sufficient to repay in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of full such Refunded Swing LoanLoans. (c) The Swing Bank may by written notice given If, prior to the Agent not later than 12:00 noontime advances would have otherwise been made by Lenders pursuant to Section 3.5(b), Philadelphia Timeone of the events described in Section 6.1(J) with respect to the Borrower shall have occurred and be continuing, each Lender shall, on the date such advances were to have been made pursuant to the notice referred to in Section 3.5(b) (the “Refunding Date”), purchase an undivided participating interest in the Swing Loans in an amount equal to such Lender’s Swing Loan Refund Amount. On the Refunding Date, each Lender shall transfer to the Agent, in immediately available funds, such Lender’s Swing Loan Refund Amount, and upon receipt thereof, the Agent shall deliver to such Lender a Swing Loan participation certificate dated the date of Agent’s receipt of such funds and in the Swing Loan Refund Amount of such Lender. (d) Whenever, at any Business Day require time after the Banks Agent has received from any Lender such Lender’s Swing Loan Refund Amount pursuant to acquire participations Section 3.5(c), the Agent receives any payment on such Business Day in all or a portion account of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such noticethe Lenders have purchased participations pursuant to said Section 3.5(c), the Agent will give notice thereof promptly distribute to each Bank, specifying in such notice such Bank's pro rata Lender its ratable share of such Swing Loan or Loans, together with interest accrued thereon. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to (determined on the Agent, for the account basis of the Swing BankLoan Refund Amounts of all of the Lenders) of such payment (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 Agent is required to be returned, such Bank's pro rata share of such Swing Loan or Loans. Lender will return to the Agent any portion thereof previously distributed to it by the Agent. (e) Each Bank acknowledges and agrees that its Lender’s obligation to acquire participations make an advance under its Revolving Commitment as provided in Swing Loans Section 3.5(b) or to purchase a participating interest pursuant to this paragraph is Section 3.5(c) shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender, Borrower or any other Person may have against the Agent or any other Person, (ii) the occurrence and or continuance of a Default or an Event of Default Default, the termination or reduction or termination of the Revolving Credit CommitmentsCommitments or the non-satisfaction of any condition precedent to the making of any advance of the Loans, and that each such payment shall be made without (iii) any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph adverse change in the same manner as provided in Section 2.2(dcondition (financial or otherwise) with respect of Borrower or any other Person, (iv) any breach of this Agreement by Borrower, any other Lender or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to Revolving Credit Loans made by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower of any participations in any Swing Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received by the Swing Bank from the Borrower (or other party on behalf of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofforegoing. (df) The For purposes of Article III, Advances of Swing Loans shall be deemed to be Loan Rate Advances. (g) If not sooner paid in accordance with the terms hereof, Swing Loans shall be due and payable, in full, at the earlier of five (5) Business Days after said amounts are advanced or the Maturity Date (the “Swing Loan Maturity Date”). (h) Any Swing Loan made by the Swing Bank on any date Lender shall be evidenced by, and repaid with interest in accordance with, a minimum amount promissory note of $250,000.00 Borrower in the form of Exhibit G duly completed and in integral multiples of $100,000.00executed by Borrower, payable to the Swing Lender (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Swing Loan Note”).

Swing Loans. (a) Subject In addition to the terms and foregoing, Wachovia shall from time to time, upon the request of the Borrower, if the applicable conditions set forth ----------- hereinprecedent in Article III have been satisfied, the Swing Bank agrees to make Swing Loans to the Borrower, in the Swing Bank's sole discretion, from time to time during the Commitment Period, Borrower in an aggregate principal amount at any time outstanding that will not result exceeding $10,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in the clauses (i) and (ii) 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 outstanding Swing Loans exceeding $2,000,000.00100,000 or any larger multiple of $25,000. Within the foregoing limit and subject to the Swing Bank's discretion and the terms and conditions set forth hereinlimits, the Borrower may borrowborrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing LoansLoans shall not be considered a utilization of the Commitment of Wachovia or any other Bank hereunder. Each All Swing Loan Loans shall be made as Base Rate Loans. At any time, upon the request of Wachovia, each Bank other than Wachovia shall, on the third Domestic Business Day after such request is made, purchase a Prime Rate Loan. participating interest in Swing Loans in an amount equal to its ratable share (bbased upon its respective Commitment) To request of such Swing Loans. On such third Domestic Business Day, but in no event later than the Termination Date, if applicable, each 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 Bank its participating interest in a Swing Loan, the Borrower shall notify the Swing Bank (which shall promptly notify the Agent) of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., Philadelphia time, Agent receives any payment on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall make each Swing Loan available to the Borrower, in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such noticethereof, the Agent will give notice thereof distribute to each Bank, specifying such Bank its participating interest in such notice amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's pro rata share of participating interest was outstanding and funded); provided, however, that in the event that such Swing Loan or Loanspayment received by the Agent is required to be returned, together with interest accrued thereonsuch Bank will return to the Agent any portion thereof previously distributed by the Agent to it. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or an Event of Default or reduction or the termination of the Revolving Credit Commitments, and that each such payment shall be made without ; (iii) any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph adverse change in the same manner as provided in Section 2.2(dcondition (financial or otherwise) with respect to Revolving Credit Loans made by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify of the Borrower or any other Person; (iv) any breach of any participations in any Swing Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received Agreement by the Swing Bank from the Borrower or any other Bank; or (v) any other circumstance, happening or other party on behalf event whatsoever, whether or not similar to any of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofforegoing. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. (ai) Subject In addition to the terms and foregoing, Wachovia shall from time to time, upon the request of the Borrower, if the applicable conditions set forth ----------- hereinprecedent in Article III have been satisfied, the Swing Bank agrees to make Swing Loans to the Borrower, in the Swing Bank's sole discretion, from time to time during the Commitment Period, Borrower in an aggregate principal amount at any time outstanding that will not result exceeding $15,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in the clause (ii) 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 outstanding Swing Loans exceeding $2,000,000.00100,000 or any larger multiple of $25,000. Within the foregoing limit and subject to the Swing Bank's discretion and the terms and conditions set forth hereinlimits, the Borrower may borrowborrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. All Swing Loans. Each Swing Loan Loans shall be made as a Prime Base Rate LoanLoans or, subject to the provisions of clause (ii) below, Transaction Rate Loans. (bii) To request a Swing Loans may be Transaction Rate Loans, if the Administrative Agent shall have determined that such Transaction Rate Loan, including the principal amount thereof, the Interest Period and the Transaction Rate applicable thereto, has been expressly agreed to by the Borrower and Wachovia (such agreement may be obtained by telephone, confirmed promptly to the Administrative Agent in writing) pursuant to the following procedures. If the Borrower desires a Transaction Rate Loan, (a) the Borrower shall notify provide Wachovia, with a copy to the Swing Bank Administrative Agent, with notice of a request (which shall promptly notify the Agenta "Transaction Rate Request") of such request by telephone for a quote for a Transaction Rate Borrowing prior to 1:00 p.m. (confirmed by telecopy)Atlanta, not later than 1:00 p.m., Philadelphia Georgia time, ) on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Domestic Business Day) of the requested proposed Transaction Rate Borrowing, which Transaction Rate Request shall include the principal amount and proposed Interest Period of the relevant Transaction Rate Borrowing, (b) prior to 1:30 p.m. (Atlanta, Georgia time) on such date, Wachovia shall furnish the Borrower, with a copy to the Administrative Agent, with its rate quote (a "Transaction Rate Quote") via facsimile transmission, (c) the Borrower shall immediately inform Wachovia and the Administrative Agent of its decision as to whether to request a Transaction Rate Borrowing at the Transaction Rate specified in such Transaction Rate Quote (a "Transaction Rate") (which may be done by telephone and promptly confirmed in writing, and which decision shall be irrevocable), and (d) if the Borrower has so informed Wachovia and the Administrative Agent that it does desire a Transaction Rate Borrowing at the Transaction Rate specified in such Transaction Rate Quote, then by 2:00 p.m. (Atlanta, Georgia time) on the date of such decision, Wachovia shall make such Transaction Rate Borrowing, with interest accruing thereon at such Transaction Rate, available to the Administrative Agent in accordance with the procedures set forth herein. The Administrative Agent shall notify the Banks of any Transaction Rate Borrowing pursuant hereto. (iii) At any time, upon the request of Wachovia, each Bank other than Wachovia shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loan and 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 Bank will immediately transfer to Wachovia, in immediately available funds, the amount of the requested its participation. Whenever, at any time after Wachovia has received from any such Bank its participating interest in a Swing Loan. The Swing , the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Bank shall make each Swing Loan available to the Borrowerits participating interest in such amount (appropriately adjusted, in its discretionthe case of interest payments, by means to reflect the period of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in time during which Banks will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each Bank, specifying in such notice such Bank's pro rata share of participating interest was outstanding and funded); provided, however, that in the event that such Swing Loan or Loanspayment received by the Administrative Agent is required to be returned, together with interest accrued thereonsuch Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or an Event of Default or reduction or the termination of the Revolving Credit Commitments, and that each such payment shall be made without ; (iii) any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph adverse change in the same manner as provided in Section 2.2(dcondition (financial or otherwise) with respect to Revolving Credit Loans made of the Borrower, the Parent or any other Person; (iv) any breach of this Agreement by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower of or any participations in other Bank; or (v) any Swing Loan acquired pursuant other circumstance, happening or event whatsoever, whether or not similar to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received by the Swing Bank from the Borrower (or other party on behalf any of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofforegoing. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. (a) Subject In addition to the terms and foregoing, Wachovia shall from time to time, upon the request of the Borrower, if the applicable conditions set forth ----------- hereinprecedent in Article III have been satisfied, the Swing Bank agrees to make Swing Loans to the Borrower, in the Swing Bank's sole discretion, from time to time during the Commitment Period, Borrower in an aggregate principal amount at any time outstanding that will not result exceeding $15,000,000; provided that, immediately after such Swing Loan is made, the condition set forth in the clause (ii) 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 outstanding Swing Loans exceeding $2,000,000.00500,000 or any larger multiple of $100,000. Within the foregoing limit and subject to the Swing Bank's discretion and the terms and conditions set forth hereinlimits, the Borrower may borrowborrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing LoansLoans shall not be considered a utilization of the Commitment of Wachovia or any other Bank hereunder. Each All Swing Loan Loans shall be made as Base Rate Loans. At any time, upon the request of Wachovia, each Bank other than Wachovia shall, on the third Domestic Business Day after such request is made, purchase a Prime Rate Loan. participating interest in Swing Loans in an amount equal to its ratable share (bbased upon its respective Commitment) To request of such Swing Loans. On such third Domestic Business Day, each 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 Bank its participating interest in a Swing Loan, the Borrower shall notify the Swing Bank (which shall promptly notify the Agent) of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., Philadelphia time, Agent receives any payment on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall make each Swing Loan available to the Borrower, in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such noticethereof, the Agent will give notice thereof distribute to each Bank, specifying such Bank its participating interest in such notice amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's pro rata share of participating interest was outstanding and funded); provided, however, that in the event that such Swing Loan or Loanspayment received by the Agent is required to be returned, together with interest accrued thereonsuch Bank will return to the Agent any portion thereof previously distributed by the Agent to it. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or an Event of Default or reduction or the termination of the Revolving Credit Commitments, and that each such payment shall be made without ; (iii) any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph adverse change in the same manner as provided in Section 2.2(dcondition (financial or otherwise) with respect to Revolving Credit Loans made by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify of the Borrower or any other Person; (iv) any breach of any participations in any Swing Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received Agreement by the Swing Bank from the Borrower or any other Bank; or (v) any other circumstance, happening or other party on behalf event whatsoever, whether or not similar to any of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofforegoing. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. (a) Subject to the terms and conditions set forth ----------- herein, the Swing Bank agrees BofA may elect in its sole discretion to make revolving loans of a Base Rate Loan Type (the "Swing Loans Loan(s)") to the Borrower, in the Swing Banka Fund solely for BofA's sole discretion, own account from time to time during on or after the Closing Date and prior to the Commitment Period, in Termination Date up to an aggregate principal amount at any one time outstanding that will not result in to exceed the lesser of (i) $50,000,000 or (ii) the maximum aggregate principal amount of outstanding relating to BofA's Commitment available and permitted under Section 2.1. BofA may make Swing Loans exceeding $2,000,000.00. Within the foregoing limit and (subject to the conditions precedent set forth in Section 4.2), provided that BofA has received notice no later than 12:00 p.m. (San Francisco time) either (i) by facsimile transmission of a Loan Request in writing or (ii) by telephone notice from an Authorized Officer of the relevant Fund for funding of a Swing Bank's discretion Loan on the Business Day on which such Swing Loan is requested to be made. The relevant Fund shall simultaneously also give telephonic notice to the Agent of such Loan Request for a Swing Loan and the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow the Agent shall promptly notify each Bank of its receipt of such Loan Request for a Swing LoansLoan. Each BofA shall not make any Swing Loan shall be made as a Prime Rate Loanimmediately after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. (b) To request Each Fund requesting by telephone notice and obtaining a Swing Loan shall deliver promptly by facsimile transmission to BofA and the Agent a Loan Request signed by an Authorized Officer confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the Borrower records of BofA shall notify the Swing Bank (which shall promptly notify the Agent) of such request by telephone (confirmed by telecopy)govern, not later than 1:00 p.m., Philadelphia time, on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall make each Swing Loan available to the Borrower, in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loanabsent manifest error. (c) The Each outstanding Swing Loan shall be payable on the Business Day next following the day the Swing Loan was made, with interest at the Base Rate accrued thereon, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the borrowing Fund delivers or has previously delivered to BofA and the Agent a notice of its intention to repay and does repay the Swing Loan prior to 8:00 a.m. (San Francisco time), such Swing Loan shall automatically convert to a Base Rate Loan under this Agreement, and each Bank may by written notice given (other than BofA) shall irrevocably and unconditionally purchase from BofA, without recourse or warranty to BofA, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to the Agent for the benefit of BofA in immediately available funds. Such payment shall be made by the other Banks whether or not later than a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Fund has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 12:00 noon, Philadelphia Time, San Francisco time) on any Business Day require until the Banks date such amount is paid to acquire participations on BofA by such Bank, at the Federal Funds Rate (as determined by the Agent) for the first three Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such Days after such Bank receives notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such notice, required purchase and thereafter at the Base Rate. The failure of any Bank to pay such amount to the Agent will give notice thereof to each Bank, specifying in such notice such Bank's pro rata share of such Swing Loan or Loans, together with interest accrued thereon. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account benefit of the Swing Bank, such Bank's pro rata share BofA shall not relieve any other Bank of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoeverBofA hereunder. Notwithstanding the foregoing, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph in the same manner as provided in Section 2.2(d) with respect to Revolving Credit Loans made by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower of any participations in any Swing Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received upon repayment by the Swing Bank from the Borrower (or other party on behalf of the applicable Borrower) in respect borrowing Fund of a Swing Loan after receipt made by the Swing Bank of the proceeds of BofA hereunder, such Fund on that due date may otherwise deliver a sale of participations therein shall be promptly remitted Loan Request to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent pursuant to Section 2.3 and borrow Loans subject to the Bank that shall have made their payments pursuant to terms of this paragraph and to Agreement from all the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofBanks. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. (a) Subject to During the term of this Agreement, the Swing Lender agrees, on the terms and conditions set forth ----------- hereinin this Agreement, the Swing Bank agrees to make Swing Loans advances to the Borrower, in the Swing Bank's sole discretion, Borrower pursuant to this Section from time to time during in amounts such that (i) the aggregate of such advance and amount of Swing Loans theretofore advanced and still outstanding does not at any time exceed the Swing Loan Commitment Period, and (ii) the amount of such advance does not exceed the Available Total Loan Commitment. Each advance under this Section shall be in an aggregate principal amount of $1,000,000 or a larger multiple of $100,000 (except that any such advance may be in the aggregate available amount of Swing Loans determined in accordance with the immediately preceding sentence). With the foregoing limits, Borrower may borrow under this Section, repay or, to the extent permitted by Section 2.09, prepay Swing Loans and reborrow under this Section at any time outstanding that will not result during the term of this Agreement. (b) The Swing Lender shall, on behalf of Borrower (which hereby irrevocably directs the Swing Lender to act on its behalf), on notice given by the Swing Lender no later than 1:00 p.m. (New York time) on the Banking Day immediately following the funding of any Swing Loan, request each Bank to make, and each Bank hereby agrees to make, an advance of its Ratable Loan, in an amount (with respect to each Bank, its "Swing Loan Refund Amount") equal to such Bank's Pro Rata Share of the aggregate principal amount of outstanding the Swing Loans exceeding $2,000,000.00. Within (the foregoing limit and subject "Refunded Swing Loans") outstanding on the date of such notice, to repay the Swing Bank's discretion and Lender. Unless any of the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow the Swing Loans. Each Swing Loan shall be made as a Prime Rate Loan. events described in paragraph (b5) To request a Swing Loan, the of Section 9.01 with respect to Borrower shall notify have occurred and be continuing (in which case the Swing Bank procedures of paragraph (which shall promptly notify the Agentc) of this Section shall apply), each Bank shall make such request by telephone (confirmed by telecopy)advance of its Ratable Loan available to Administrative Agent at Administrative Agent's Office in immediately available funds, not later than 1:00 p.m., Philadelphia p.m. (New York time), on the third Banking Day immediately following the date of such notice. Administrative Agent shall pay the proceeds of such advance of Ratable Loans to the Swing Lender, which shall immediately apply such proceeds to repay Refunded Swing Loans. Effective on the day such advances of a proposed Ratable Loans are made, the portion of the Swing Loan. Each such notice Loans so paid shall no longer be outstanding as Swing Loans, shall no longer be due as Swing Loans under the Swing Loan Note held by the Swing Lender, and shall be irrevocable and shall specify due as Ratable Loans under the requested date respective Ratable Loan Notes issued to the Banks (which shall be a Business Dayincluding the Swing Lender). Borrower authorizes the Swing Lender to charge Borrower's accounts with Administrative Agent (up to the amount available in each such accounts) of the requested Swing Loan and in order to immediately pay the amount of the requested such Refunded Swing Loan. The Swing Bank shall make each Swing Loan available Loans to the Borrower, extent amounts received from the Banks are not sufficient to repay in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of full such Refunded Swing LoanLoans. (c) The Swing Bank may by written notice given If, prior to the Agent not later than 12:00 noontime advances of Ratable Loans would have otherwise been made pursuant to paragraph (b) of this Section, Philadelphia Timeone of the events described in paragraph (5) of Section 9.01 with respect to the Borrower shall have occurred and be continuing, each Bank shall, on the date such advances were to have been made pursuant to the notice referred to in paragraph (b) of this Section (the "Refunding Date"), purchase an undivided participating interest in the Swing Loans in an amount equal to such Bank's Swing Loan Refund Amount. On the Refunding Date, each Bank shall transfer to the Swing Lender, in immediately available funds, such Bank's Swing Loan Refund Amount, and upon receipt thereof, the Swing Lender shall deliver to such Bank a Swing Loan participation certificate dated the date of the Swing Lender's receipt of such funds and in the Swing Loan Refund Amount of such Bank. (d) Whenever, at any Business Day require time after the Banks Swing Lender has received from any Bank such Bank's Swing Loan Refund Amount pursuant to acquire participations paragraph (c) of this Section, the Swing Lender receive any payment on such Business Day in all or a portion account of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which the Banks have purchased participations pursuant to said paragraph (c), the Swing Lender will participate. Promptly upon receipt promptly distribute to each such Bank its ratable share (determined on the basis of the Swing Loan Refund Amounts of all of the Banks) of such noticepayment (appropriately adjusted, in the Agent will give notice thereof case of interest payments, to each Bank, specifying in such notice reflect the period of time during which such Bank's pro rata share participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Lender is required to be returned, such Bank will return to the Swing Lender any portion thereof previously distributed to it by the Swing Lender. (e) Each Bank's obligation to transfer the amount of such a Loan to the Swing Loan or Loans, together with interest accrued thereon. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice Lender as provided above, in paragraph (b) of this Section or to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans purchase a participating interest pursuant to paragraph (c) of this paragraph is Section shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Bank, Borrower or any other Person may have against the Swing Lender or any other Person, (ii) the occurrence and or continuance of a Default or an Event of Default, the termination or reduction of the Loan Commitments or the non-satisfaction of any condition precedent to the making of any advance of the Loans, (iii) any adverse change in the condition (financial or otherwise) of Borrower or any other Person, (iv) any breach of this Agreement by Borrower, any other Bank or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) Notwithstanding anything above in this Section or elsewhere in this Agreement to the contrary, in the event that the Swing Lender funds a Swing Loan hereunder when it has actual knowledge that a monetary Default, or material Event of Default or reduction or termination (which, for the avoidance of the Revolving Credit Commitments, and that each such payment doubt shall be made without include any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph in the same manner as provided in Section 2.2(d) with respect to Revolving Credit Loans made by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower violation of any participations in any Swing Loan acquired pursuant provision of Article VII or Article VIII) has occurred and is continuing, the Banks shall have the option to this paragraph, and thereafter payments in respect make Ratable Loans to fund their ratable shares of such Swing Loan shall be made as contemplated in paragraph (b) of this Section or to the Agent and not to the Swing Bank. Any amounts received by the Swing Bank from the Borrower purchase participations as contemplated in paragraph (or other party on behalf c) of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofSection. (dg) The For purposes of Article III, Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00deemed to be LIBOR Loans.

Swing Loans. (a) Subject In addition to the terms and foregoing, at any time during which there are 3 or more Banks parties hereto, Wachovia shall from time to time, upon the request of either Borrower, if the applicable conditions set forth ----------- hereinprecedent in Article IV have been satisfied, the Swing Bank agrees to make Swing Loans to the Borrower, in the Swing Bank's sole discretion, from time to time during the Commitment Period, such Borrower in an aggregate principal amount at any time outstanding that will not result exceeding $5,000,000; provided that, immediately after such Swing Loan is made, the Aggregate Principal Amount Outstanding shall not exceed the lesser of (x) the Borrowing Base or (y) the Aggregate Commitments. Each Swing Borrowing under this Section 2.01(b) shall be in the an aggregate principal amount of outstanding Swing Loans exceeding $2,000,000.00100,000 or any larger multiple of $25,000. Within the foregoing limit and subject to the Swing Bank's discretion and the terms and conditions set forth hereinlimits, the Borrower Borrowers may borrowborrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing LoansLoans 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 Bank hereunder. Each All Swing Loan Loans shall be made as Base Rate Loans. At any time, upon the request of Wachovia, each Bank other than Wachovia shall, on the third Domestic Business Day after such request is made, purchase a Prime Rate Loan. participating interest in Swing Loans in an amount equal to its ratable share (bbased upon its respective Commitment) To request of such Swing Loans. On such third Domestic Business Day, each 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 Bank its participating interest in a Swing Loan, the Borrower shall notify the Swing Bank (which shall promptly notify the Agent) of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., Philadelphia time, Agent receives any payment on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall make each Swing Loan available to the Borrower, in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such noticethereof, the Agent will give notice thereof distribute to each Bank, specifying such Bank its participating interest in such notice amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's pro rata share of participating interest was outstanding and funded); provided, however, that in the event that such Swing Loan or Loanspayment received by the Agent is required to be returned, together with interest accrued thereonsuch Bank will return to the Agent any portion thereof previously distributed by the Agent to it. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or an Event of Default or reduction or the termination of the Revolving Credit Commitments, and that each such payment shall be made without ; (iii) any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph adverse change in the same manner as provided in Section 2.2(dcondition (financial or otherwise) with respect to Revolving Credit Loans made by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower of any participations in any Swing Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received by the Swing Bank from the Borrower (or other party on behalf either of the applicable BorrowerBorrowers or any other Person; (iv) in respect any breach of a Swing Loan after receipt this Agreement by the Swing Bank either of the proceeds Borrowers or any other Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofforegoing. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. (ai) Subject to On the terms and conditions set forth ----------- hereinin this Agreement, the Swing Bank agrees to make Swing Loans to the BorrowerAgent may, in the Swing Bank's sole discretion, its discretion from time to time on any Business Day during the Commitment Periodperiod from the date of this Agreement until the Maturity Date, make loans ("Swing Loans") under the Swing Note to the Borrower in an aggregate principal amount not to exceed $10,000,000.00 outstanding at any time time; provided, that the aggregate principal amount of outstanding that will not result in Advances, plus the Letter of Credit Exposure, plus the aggregate principal amount of outstanding Swing Loans exceeding shall never exceed $2,000,000.0075,000,000.00. Within the foregoing limit and subject Subject to the Swing Bank's discretion and the terms and conditions set forth hereinother provisions of this Agreement, the Borrower may from time to time borrow, prepay (in whole or in part and without premium or penalty) and reborrow the Swing Loans. Each Except as provided in the following clause (ii), each Swing Loan and optional prepayment of a Swing Loan shall be made as pursuant to telephone notice to the Agent given no later that 1:00 p.m. (Charlotte, North Carolina time) on the date of the proposed Swing Loan or prepayment, promptly confirmed by a Prime Rate Loan. (b) To request a completed and executed Notice of Swing Loan, Loan Request or Prepayment in the Borrower shall notify form of the Swing Bank (which shall promptly notify attached Exhibit F telecopied to the Agent) of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., Philadelphia time, on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall Agent will make each the Swing Loan available to the Borrower, in its discretion, by means of a credit and the Borrower will make the prepayment available to the general deposit Agent, at the Borrower's account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing LoanAgent. (cii) The Borrower shall repay the outstanding principal amount of the Swing Loans on the Maturity Date. The Borrower and the Banks agree that the Agent may request each Bank may by written notice given to pay, and upon such a request made in accordance with the following sentence each Bank shall pay, to the Agent such Bank's Pro Rata Share of all outstanding Swing Loans as a Base Rate Advance under such Bank's Commitment (a) on each Wednesday, or if such Wednesday is not later a Business Day on the next Business Day after such Wednesday, on which the aggregate outstanding principal balance of all Swing Loans, after giving effect to all Swing Loans to be made on such day and notices of prepayments of Swing Loans given for such day, is greater than 12:00 noonor equal to $3,000,000.00, Philadelphia Time, (B) on any Business Day require on which a Swing Loan has been outstanding for 14 or more days, and (C) upon written request from the Banks Agent. In connection with any Advance to acquire participations on such Business Day in all or a portion of be made as contemplated by the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such noticeforegoing sentence, the Agent will shall give each Bank a notice thereof to make a Base Rate Advance to the Borrower in the amount of its Pro Rata Share of the outstanding Swing Loans by 1:00 p.m. (Charlotte, North Carolina time) on the date the proposed Advances are to be made. All Advances made pursuant to each Bankrequest made by the Agent pursuant to the foregoing sentence shall be considered to be a Borrowing, specifying in such notice such Bank's pro rata share and the Borrower hereby irrevocably instructs the Agent to apply the proceeds of such Swing Loan or Loans, together with interest accrued thereon. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay Advances to the Agent, for the account prepayment of the outstanding Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that (including the Agent) shall make its obligation Pro Rata Share of each such Borrowing available to acquire participations the Agent in Swing Loans immediately available funds by 3 p.m. (Charlotte, North Carolina time) on the date requested. (iii) Upon the acceleration of the Maturity Date pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoeverSection 7.02 or 7.03, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph in the same manner as provided in Section 2.2(d) with respect to Revolving Credit Loans made by such Bank and the Agent shall promptly pay to the Agent such Bank's Pro Rata Share of all outstanding Swing Loans as a Base Rate Advance under such Bank's Commitment, but in no event shall any Bank be obligated to fund more than its Commitment. Upon the amounts so received date of such payment all accrued but unpaid interest on the Swing Note to such date shall be due and payable by it from the Banks. The Agent shall notify the Borrower of any participations in any Swing Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received by the Swing Bank from the Borrower (or other party on behalf of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. (a) Subject to the terms and conditions set forth ----------- herein, the Swing Bank agrees to make Swing Loans to the Borrower, in the Swing Bank's sole discretion, from From time to time on or after the Effective Date and during the Commitment Swing Loan Availability Period, provided no Default or Event of Default has occurred which is continuing, ▇▇▇▇▇ Fargo shall make loans under this Section 2.1(f) to U.S. Borrower in an aggregate principal amount at any one time outstanding up to but not exceeding $5,000,000. Swing Loans shall constitute “U.S. Revolving Loans” for all purposes hereunder, except that will not result 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 ▇▇▇▇▇ 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 principal amount of outstanding 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 time exceed the Maximum U.S. Available Amount. 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 exceeding $2,000,000.00. Within shall be due and payable in full at the foregoing limit and subject to end of the Swing Bank's discretion and Loan Availability Period. At any time, upon the terms and conditions set forth hereinrequest of ▇▇▇▇▇ Fargo, each U.S. Lender (other than ▇▇▇▇▇ Fargo) shall, on the 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(f) pro rata in accordance with their respective U.S. Commitments. Each U.S. Lender will immediately transfer to ▇▇▇▇▇ Fargo, in immediately available funds, the Borrower may borrowamount of its participation. Whenever, prepay and reborrow the Swing Loans. Each Swing Loan shall be made as a Prime Rate Loan. (b) To request at any time after ▇▇▇▇▇ Fargo has received from any U.S. Lender such U.S. Lender’s participation in a Swing Loan, ▇▇▇▇▇ Fargo receives payment on account thereof, ▇▇▇▇▇ Fargo will distribute to such U.S. Lender its participating interest in such amount (appropriately adjusted, in the Borrower shall notify case of interest payments, to reflect the Swing Bank (period of time during which shall promptly notify such U.S. Lender’s participating interest was outstanding and funded); provided, however, that in the Agent) of event that such request payment received by telephone (confirmed ▇▇▇▇▇ Fargo is required to be returned to a Borrower, such U.S. Lender will return to ▇▇▇▇▇ Fargo any portion thereof previously distributed by telecopy), not later than 1:00 p.m., Philadelphia time, on the day of a proposed Swing Loan▇▇▇▇▇ Fargo to it. Each U.S. Lender’s obligation to purchase such notice participating interests shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall make each Swing Loan available to the Borrower, in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each Bank, specifying in such notice such Bank's pro rata share of such Swing Loan or Loans, together with interest accrued thereon. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 ▇▇▇▇▇ Fargo or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or Event of Default or reduction or the termination of any U.S. Commitment; (iii) any adverse change in the Revolving Credit Commitmentscondition (financial or otherwise) of any Obligor or any other Lender; (iv) any breach of this Agreement or any other Loan Document by any Obligor or any other U.S. Lender; or (v) any other circumstance, and that each such payment shall be made without happening or event whatsoever, whether or not similar to any offset, abatement, withholding or reduction whatsoeverof the foregoing. Each Bank shall comply with its obligation under this paragraph in the same manner as provided in Section 2.2(d) with respect to Revolving Credit Loans made by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower of any participations in any Swing Loan acquired pursuant (or any portion thereof), once so participated, shall cease to be a Swing Loan for the purposes of this paragraphAgreement, and thereafter payments in respect of such but shall continue to be a U.S. Revolving Loan. Each Swing Loan shall be made in an amount equal to the Agent and not to the Swing Bank. Any amounts received by the Swing Bank from the Borrower ($100,000 or other party on behalf of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment integral multiple thereof. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. (a) Subject In addition to the terms and foregoing, Wachovia shall from time to time, upon the request of the Borrower, if the applicable conditions set forth ----------- hereinprecedent in Article V have been satisfied, the Swing Bank agrees to make Swing Loans to the Borrower, in the Swing Bank's sole discretion, from time to time during the Commitment Period, Borrower in an aggregate principal amount at any time outstanding that will not result in the aggregate principal amount of outstanding Swing Loans exceeding $2,000,000.00. Within 40,000,000; provided that, immediately after such Swing Loan is made, the foregoing limit and subject to the Swing Bank's discretion and the terms and conditions set forth hereinin clauses (i) and (ii) of Section 2.1(b) shall have been satisfied. Except for calculation of the Commitment Fee as set forth in the definition thereof, Swing Loans shall not be considered a utilization of the Borrower may borrow, prepay and reborrow the Revolving Credit Commitment of Wachovia or any other Lender hereunder. All Swing Loans. Each Swing Loan 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 shall, on the third (3rd) Business Day after such request is made, purchase a Prime Rate Loan. participating interest in Swing Loans in an amount equal to its ratable share (bbased upon its respective Revolving Credit Commitment) To request of such Swing Loans. On such third (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 Borrower shall notify the Swing Bank (which shall promptly notify the Agent) of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., Philadelphia time, Agent receives any payment on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall make each Swing Loan available to the Borrower, in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such noticethereof, the Agent will give notice thereof distribute to each Bank, specifying such Lender its participating interest in such notice amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's pro rata share of Lender’s participating interest was outstanding and funded); provided, however, that in the event that such Swing Loan or Loanspayment received by the Agent is required to be returned, together with interest accrued thereonsuch Lender will return to the Agent any portion thereof previously distributed by the Agent to it. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its Lender’s obligation to acquire participations in Swing Loans pursuant to this paragraph is purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance 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, including ; (ii) the occurrence and or continuance of a Default or an Event of Default or reduction or the termination of the Revolving Credit Commitments, and that each such payment shall be made without ; (iii) any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph adverse change in the same manner as provided in Section 2.2(dcondition (financial or otherwise) with respect to Revolving of the Credit Loans made Parties or any other Person; (iv) any breach of this Agreement by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower of or any participations in other Lender; or (v) any Swing Loan acquired pursuant other circumstance, happening or event whatsoever, whether or not similar to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received by the Swing Bank from the Borrower (or other party on behalf any of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofforegoing. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. (a) Subject In addition to the terms and conditions set forth ----------- hereinforegoing, the Swing Bank agrees Administrative Agent shall from time to time, upon the request of the Borrower, if the applicable conditions precedent in Article III have been satisfied or waived in accordance with Section 9.06, make Swing Loans to the Borrower, in the Swing Bank's sole discretion, from time to time during the Commitment Period, Borrower in an aggregate principal amount at any time outstanding that will not result exceeding $50,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in clauses (i) and (ii) of Section 2.01(a) shall have been satisfied. 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 outstanding Swing Loans exceeding $2,000,000.00100,000 or any larger multiple of $25,000. Within the foregoing limit and subject to the Swing Bank's discretion and the terms and conditions set forth hereinlimits, the Borrower may borrowborrow 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 the Administrative Agent or any other Bank hereunder. All Swing Loans shall 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 plus the Applicable Margin. At any time, upon the request of the Administrative Agent, each Bank other than 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. Each Swing Loan shall be made as a Prime Rate Loan. (b) To request On such third Domestic Business Day, each Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation. Whenever, at any time after the Administrative Agent has received from any such Bank its participating interest in a Swing Loan, the Borrower shall notify Administrative Agent receives any payment on account thereof, the Swing Administrative Agent will distribute to such Bank its participating interest in such amount (which shall promptly notify the Agent) of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., Philadelphia time, on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall make each Swing Loan available to the Borrowerappropriately adjusted, in its discretionthe case of interest payments, by means to reflect the period of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in time during which Banks will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each Bank, specifying in such notice such Bank's pro rata share of participating interest was outstanding and funded); provided, however, that in the event that such Swing Loan or Loanspayment received by the Administrative Agent is required to be returned, together with interest accrued thereonsuch Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or any other Person may have against the Administrative Agent requesting such purchase or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or an Event of Default or reduction or the termination of the Revolving Credit Commitments; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (iv) any breach of this Agreement by the Borrower or any other Bank; 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 that each such payment so long as no Default or Event of Default has occurred and is continuing, then the Borrower shall be made without 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 offsetamount requested), abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph in not exceed the same manner as provided in Section 2.2(dlesser of (A) with respect to Revolving Credit the aggregate Commitment less the sum of all outstanding Loans made by such Bank and the Agent shall promptly pay to the Letter of Credit Obligations and (B) $50,000,000. Principal and interest on Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower of any participations in any Swing Loan acquired Loans deemed requested pursuant to this paragraph, and thereafter payments in respect of such Swing Loan Section shall be made paid pursuant to the Agent terms and not conditions of the Sweep Agreement without any deduction, setoff or counterclaim whatsoever. Unless sooner paid pursuant to the Swing Bank. Any amounts received by provisions hereof or the provisions of the Sweep Agreement, the principal amount of the Swing Bank from the Borrower (or other party on behalf of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein Loans shall be promptly remitted to paid in full, together with accrued interest thereon, on the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofTermination Date. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.

Swing Loans. (a) Subject to the terms and conditions set forth ----------- herein, the Swing Bank agrees The Operations Agent may elect in its sole discretion to make revolving loans of a Federal Funds Rate Loan Type (the "Swing Loans Loan(s)") to a Fund solely for the Borrower, in the Swing BankOperations Agent's sole discretion, own account from time to time during on or after the Closing Date and prior to the Commitment Period, in Termination Date up to an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) $50,000,000 and (ii) the maximum aggregate principal amount relating to the Operations Agent's Commitment available and permitted under Section 2.1 (taking into account all Swing Loans outstanding to all Funds (including the requested Swing Loan) and all Committed Loans outstanding to all Funds made by State Street in its capacity as a Bank; provided that will not result in (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Fund shall not exceed at any time the Maximum Amount for such Fund at such time and (ii) the aggregate principal amount of all Loans outstanding to all Funds (after giving effect to all amounts requested) shall not exceed at any time the Aggregate Commitments. The Operations Agent may make Swing Loans exceeding $2,000,000.00. Within the foregoing limit and (subject to the Swing Bank's discretion and the terms and conditions precedent set forth hereinin Section 4.2), provided that the Borrower may borrowOperations Agent has received a Swing Loan Notice no later than 12:00 p.m. (Eastern time) from an Authorized Officer of the relevant Fund for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. The Operations Agent shall promptly notify each Bank of its receipt of such Swing Loan Notice. The Operations Agent shall not make any Swing Loan in the event it shall have become aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived; provided that the Operations Agent shall not be deemed to have knowledge or notice of the occurrence of any Default except under the limited circumstances set forth in Section 8.5 and shall generally be entitled to all of the benefits, prepay indemnifications, limitations and reborrow protections afforded to it under Article VIII in its capacity as the provider of the Swing Loans. Each Swing Loan shall be made as a Prime Rate LoanLoans hereunder. (b) To request Each Fund requesting by telephone notice and obtaining a Swing Loan shall deliver promptly by facsimile transmission to the Operations Agent a Swing Loan Notice signed by an Authorized Officer confirming such telephonic notice for a Swing Loan. If the information contained in any such Swing Loan Notice differs in any material respect from the action taken by the Operations Agent, the Borrower shall notify the Swing Bank (which shall promptly notify the Agent) of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., Philadelphia time, on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) records of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank Operations Agent shall make each Swing Loan available to the Borrowergovern, in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loanabsent manifest error. (c) The Each outstanding Swing Bank may by written notice given Loan shall be payable on the date seven days following the day the Swing Loan was made, with interest at the Federal Funds Rate accrued thereon, and shall be subject to all the terms and conditions applicable to Loans, except that all interest accrued thereon to such date shall be payable to the Operations Agent solely for its own account. On the due date for such Swing Loan, unless the borrowing Fund delivers or has previously delivered to the Operations Agent a notice of its intention to repay and does repay the Swing Loan prior to 8:00 a.m. (New York time), such Swing Loan shall automatically convert to a Committed Loan that is a Federal Funds Rate Loan under this Agreement, and each Bank (other than the Operations Agent) shall irrevocably and unconditionally purchase from the Operations Agent, without recourse or warranty to the Operations Agent, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to the Operations Agent for its benefit in immediately available funds. Such payment shall be made by the other Banks whether or not later than a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Fund has then requested a Loan in such amount. If such amount is not in fact paid to the Operations Agent by any Bank, the Operations Agent shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 12:00 noon, Philadelphia Time, Eastern time) on any Business Day require until the Banks date such amount is paid to acquire participations on the Operations Agent by such Bank, at the Federal Funds Rate (as determined by the Operations Agent) for the first three Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such Days after such Bank receives notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such notice, required purchase and thereafter at the Agent will give notice thereof to each Bank, specifying in such notice such Bank's pro rata share Base Rate. The failure of such Swing Loan or Loans, together with interest accrued thereon. Each any Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay such amount to the Agent, for the account Operations Agent shall not relieve any other Bank of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoeverthe Operations Agent hereunder. Notwithstanding the foregoing, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph in the same manner as provided in Section 2.2(d) with respect to Revolving Credit Loans made by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower of any participations in any Swing Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received upon repayment by the Swing Bank from the Borrower (or other party on behalf of the applicable Borrower) in respect borrowing Fund of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (d) The Swing Loans made by the Swing Bank Operations Agent hereunder, such Fund on any that due date shall be in may otherwise deliver a minimum amount Committed Loan Notice to the Operations Agent pursuant to Section 2.3 and borrow Committed Loans subject to the terms of $250,000.00 and in integral multiples of $100,000.00this Agreement from all the Banks.

Swing Loans. (a) Subject to During the term of this Agreement, the Swing Lender agrees, on the terms and conditions set forth ----------- hereinin this Agreement, the Swing Bank agrees to make Swing Loans advances to the Borrower, in the Swing Bank's sole discretion, Borrower pursuant to this Section from time to time during in amounts such that (i) the aggregate of such advance and amount of Swing Loans theretofore advanced and still outstanding does not at any time exceed the Swing Loan Commitment Period, and (ii) the amount of such advance does not exceed the Available Total Loan Commitment. Each advance under this Section shall be in an aggregate principal amount of $1,000,000 or a larger multiple of $100,000 (except that any such advance may be in the aggregate available amount of Swing Loans determined in accordance with the immediately preceding sentence). With the foregoing limits, Borrower may borrow under this Section, repay or, to the extent permitted by Section 2.09, prepay Swing Loans and reborrow under this Section at any time outstanding that will not result during the term of this Agreement. (b) The Swing Lender shall, on behalf of Borrower (which hereby irrevocably directs the Swing Lender to act on its behalf), on notice given by the Swing Lender no later than 1:00 p.m. (New York time) on the Banking Day immediately following the funding of any Swing Loan, request each Bank to make, and each Bank hereby agrees to make, an advance of its Ratable Loan, in an amount (with respect to each Bank, its "Swing Loan Refund Amount") equal to such Bank's Pro Rata Share of the aggregate principal amount of outstanding the Swing Loans exceeding $2,000,000.00. Within (the foregoing limit and subject "Refunded Swing Loans") outstanding on the date of such notice, to repay the Swing Bank's discretion and Lender. Unless any of the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow the Swing Loans. Each Swing Loan shall be made as a Prime Rate Loan. events described in paragraph (b5) To request a Swing Loan, the of Section 9.01 with respect to Borrower shall notify have occurred and be continuing (in which case the Swing Bank procedures of paragraph (which shall promptly notify the Agentc) of this Section shall apply), each Bank shall make such request by telephone (confirmed by telecopy)advance of its Ratable Loan available to Administrative Agent at Administrative Agent's Office in immediately available funds, not later than 1:00 p.m., Philadelphia p.m. (New York time), on the third Banking Day immediately following the date of such notice. Administrative Agent shall pay the proceeds of such advance of Ratable Loans to the Swing Lender, which shall immediately apply such proceeds to repay Refunded Swing Loans. Effective on the day such advances of a proposed Ratable Loans are made, the portion of the Swing Loan. Each such notice Loans so paid shall no longer be outstanding as Swing Loans, shall no longer be due as Swing Loans under the Swing Loan Note held by the Swing Lender, and shall be irrevocable and shall specify due as Ratable Loans under the requested date respective Ratable Loan Notes issued to the Banks (which shall be a Business Dayincluding the Swing Lender). Borrower authorizes the Swing Lender to charge Borrower's accounts with Administrative Agent (up to the amount available in each such accounts) of the requested Swing Loan and in order to immediately pay the amount of the requested such Refunded Swing Loan. The Swing Bank shall make each Swing Loan available Loans to the Borrower, extent amounts received from the Banks are not sufficient to repay in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of full such Refunded Swing LoanLoans. (c) The Swing Bank may by written notice given If, prior to the Agent not later than 12:00 noontime advances of Ratable Loans would have otherwise been made pursuant to paragraph (b) of this Section, Philadelphia Timeone of the events described in paragraph (5) of Section 9.01 with respect to the Borrower shall have occurred and be continuing, each Bank shall, on the date such advances were to have been made pursuant to the notice referred to in paragraph (b) of this Section (the "Refunding Date"), purchase an undivided participating interest in the Swing Loans in an amount equal to such Bank's Swing Loan Refund Amount. On the Refunding Date, each Bank shall transfer to the Swing Lender, in immediately available funds, such Bank's Swing Loan Refund Amount, and upon receipt thereof, the Swing Lender shall deliver to such Bank a Swing Loan participation certificate dated the date of the Swing Lender's receipt of such funds and in the Swing Loan Refund Amount of such Bank. (d) Whenever, at any Business Day require time after the Banks Swing Lender has received from any Bank such Bank's Swing Loan Refund Amount pursuant to acquire participations paragraph (c) of this Section, the Swing Lender receives any payment on such Business Day in all or a portion account of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which the Banks have purchased Participations pursuant to said paragraph (c), the Swing Lender will participate. Promptly upon receipt promptly distribute to each such Bank its ratable share (determined on the basis of the Swing Loan Refund Amounts of all of the Banks) of such noticepayment (appropriately adjusted, in the Agent will give notice thereof case of interest payments, to each Bank, specifying in such notice reflect the period of time during which such Bank's pro rata share participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Lender is required to be returned, such Bank will return to the Swing Lender any portion thereof previously distributed to it by the Swing Lender. (e) Each Bank's obligation to transfer the amount of such a Loan to the Swing Loan or Loans, together with interest accrued thereon. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice Lender as provided above, in paragraph (b) of this Section or to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans purchase a participating interest pursuant to paragraph (c) of this paragraph is Section shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Bank, Borrower or any other Person may have against the Swing Lender or any other Person, (ii) the occurrence and or continuance of a Default or an Event of Default, the termination or reduction of the Loan Commitments or the non-satisfaction of any condition precedent to the making of any advance of the Loans, (iii) any adverse change in the condition (financial or otherwise) of Borrower or any other Person, (iv) any breach of this Agreement by Borrower, any other Bank or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) Notwithstanding anything above in this Section or elsewhere in this Agreement to the contrary, in the event that the Swing Lender funds a Swing Loan hereunder when it has actual knowledge that a monetary Default, or material Event of Default or reduction or termination (which, for the avoidance of the Revolving Credit Commitments, and that each such payment doubt shall be made without include any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph in the same manner as provided in Section 2.2(d) with respect to Revolving Credit Loans made by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower violation of any participations in any Swing Loan acquired pursuant provision of Article VII or Article VIII) has occurred and is continuing, the Banks shall have the option, but not the obligation, to this paragraph, and thereafter payments in respect make Ratable Loans to fund their ratable shares of such Swing Loan shall be made as contemplated in paragraph (b) of this Section or to the Agent and not to the Swing Bank. Any amounts received by the Swing Bank from the Borrower purchase Participations as contemplated in paragraph (or other party on behalf c) of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofSection. (dg) The For purposes of Article III, Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00deemed to be LIBOR Loans.

Swing Loans. (a) Subject In addition to the terms and foregoing, Wachovia will from time to ----------- time, upon the request of the Parent, if the applicable conditions set forth ----------- hereinprecedent in Article III have been satisfied, the Swing Bank agrees to make Swing Loans to the any Borrower, in the Swing Bank's sole discretion, from time to time during the Commitment Period, in an aggregate principal amount at any time outstanding that will not result exceeding $30,000,000; provided that, immediately after such Swing Loan is made, the conditions set -------- forth in the clause (ii) of Section 2.01(a) must be satisfied. Each Swing Loan Borrowing under this Section 2.01 (b) must be in an aggregate principal amount of outstanding Swing Loans exceeding $2,000,000.00500,000 or any larger multiple of $100,000. Within the foregoing limit and subject to the Swing Bank's discretion and the terms and conditions set forth hereinlimits, the Borrower may borrowborrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. All Swing Loans must bear interest at the Base Rate (plus the Applicable Margin, if any) or at the Wachovia Alternative Rate. At any time, upon the request of Wachovia, each Bank other than Wachovia 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. Each Swing Loan shall be made as a Prime Rate Loan. (b) To request On such third Domestic Business Day, each 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 Bank its participating interest in a Swing Loan, the Borrower shall notify the Swing Bank (which shall promptly notify the Agent) of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., Philadelphia time, Agent receives any payment on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall make each Swing Loan available to the Borrower, in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such noticethereof, the Agent will give notice thereof distribute to each Bank, specifying such Bank its participating interest in such notice amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's pro rata share of participating interest was outstanding and funded); provided, however, that in the event that -------- ------- such Swing Loan or Loanspayment received by the Agent is required to be returned, together with interest accrued thereonsuch Bank will return to the Agent any portion thereof previously distributed by the Agent to it. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph purchase such participating interests is absolute and unconditional and shall is not be affected by any circumstance circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or an Event of Default or reduction or the termination of the Revolving Credit Commitments, and that each such payment shall be made without ; (iii) any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph adverse change in the same manner as provided in Section 2.2(dcondition (financial or otherwise) with respect to Revolving Credit Loans made of the Borrower, the Parent or any other Person; (iv) any breach of this Agreement by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower of or any participations in other Bank; or (v) any Swing Loan acquired pursuant other circumstance, happening or event whatsoever, whether or not similar to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received by the Swing Bank from the Borrower (or other party on behalf any of the applicable Borrower) in respect of a Swing Loan after receipt by the Swing Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appearforegoing. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (d) The Swing Loans made by of Wachovia are to be deemed to be usage of the Swing Bank on Commitments for the purpose of calculating availability pursuant to Section 2.01(a)(ii), but will not reduce Wachovia's or any date shall be in a minimum amount Bank's obligation to lend its pro rata share of $250,000.00 and in integral multiples of $100,000.00the remaining Unused Commitment.

Swing Loans. (a) Subject In addition to the terms and foregoing, at any time during which there are 3 or more Banks parties hereto, Wachovia shall from time to time, upon the request of either Borrower, if the applicable conditions set forth ----------- hereinprecedent in Article IV have been satisfied, the Swing Bank agrees to make Swing Loans to the Borrower, in the Swing Bank's sole discretion, from time to time during the Commitment Period, such Borrower in an aggregate principal amount at any time outstanding that will not result exceeding $1,000,000; provided that, immediately after such Swing Loan is made, the Aggregate Principal Amount Outstanding shall not exceed the lesser of the Borrowing Base and the Aggregate Commitments. Each Swing Borrowing under this Section 2.01(b) shall be in the an aggregate principal amount of outstanding Swing Loans exceeding $2,000,000.00100,000 or any larger multiple of $25,000. Within the foregoing limit and subject to the Swing Bank's discretion and the terms and conditions set forth hereinlimits, the Borrower Borrowers may borrowborrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing LoansLoans 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 Bank hereunder. Each All Swing Loan Loans shall be made as Base Rate Loans. At any time, upon the request of Wachovia, each Bank other than Wachovia shall, on the third Domestic Business Day after such request is made, purchase a Prime Rate Loan. participating interest in Swing Loans in an amount equal to its ratable share (bbased upon its respective Commitment) To request of such Swing Loans. On such third Domestic Business Day, each 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 Bank its participating interest in a Swing Loan, the Borrower shall notify the Swing Bank (which shall promptly notify the Agent) of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., Philadelphia time, Agent receives any payment on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Bank shall make each Swing Loan available to the Borrower, in its discretion, by means of a credit to the general deposit account of the Borrower with the Agent by 3:00 p.m., Philadelphia time, on the requested date of such Swing Loan. (c) The Swing Bank may by written notice given to the Agent not later than 12:00 noon, Philadelphia Time, on any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swing Loans outstanding, together with interest accrued thereon. Such notice shall specify the aggregate amount of Swing Loans in which Banks will participate. Promptly upon receipt of such noticethereof, the Agent will give notice thereof distribute to each Bank, specifying such Bank its participating interest in such notice amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's pro rata share of participating interest was outstanding and funded); provided, however, that in the event that such Swing Loan or Loanspayment received by the Agent is required to be returned, together with interest accrued thereonsuch Bank will return to the Agent any portion thereof previously distributed by the Agent to it. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swing Bank, such Bank's pro rata share of such Swing Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this paragraph is purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or an Event of Default or reduction or the termination of the Revolving Credit Commitments, and that each such payment shall be made without ; (iii) any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph adverse change in the same manner as provided in Section 2.2(dcondition (financial or otherwise) with respect to Revolving Credit Loans made by such Bank and the Agent shall promptly pay to the Swing Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower of any participations in any Swing Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the Swing Bank. Any amounts received by the Swing Bank from the Borrower (or other party on behalf either of the applicable BorrowerBorrowers or any other Person; (iv) in respect any breach of a Swing Loan after receipt this Agreement by the Swing Bank either of the proceeds Borrowers or any other Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Bank that shall have made their payments pursuant to this paragraph and to the Swing Bank, as their interests may appear. The purchase of participations in a Swing Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofforegoing. (d) The Swing Loans made by the Swing Bank on any date shall be in a minimum amount of $250,000.00 and in integral multiples of $100,000.00.