Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate advances and repayments between Settlement Dates, [[Organization D:Organization]] may, at its option, cancel at any time for any reason whatsoever, make swing loans (the "Swing Loans") (which shall be Domestic Rate Loans bearing interest based upon the Alternate Base Rate only) to [[Organization A:Organization]] at any time or from time to time after the date hereof to, but not including, the last day of the Term, in an aggregate principal amount up to but not in excess of ten percent (10%) of the Maximum Revolving A Advance Amount, provided that the aggregate principal amount of [[Organization D:Organization]]'s Swing Loans and the Revolving A Advances of all the Lenders shall not exceed the lesser of # the Maximum Revolving A Advance Amount less the aggregate Maximum Undrawn Amount of outstanding Letters of Credit or # the Formula Amount. Within such limits of time and amount and subject to the other provisions of this Agreement, [[Organization A:Organization]] may borrow, repay and reborrow pursuant to this [Section 2.23].

In addition to (and not in substitution of) the discretionary Revolving A Advances permitted above in this [Section 16.2], the [[Organization B:Organization]], and [[Organization D:Organization]] with respect to Swing Loans, is hereby authorized by [[Organization A:Organization]] and the Lenders, from time to time in the [[Organization B:Organization]]'s sole discretion, # after the occurrence and during the continuation of a Default or an Event of Default, or # at any time that any of the other applicable conditions precedent set forth in [Section 8.2] hereof have not been satisfied, to make Revolving A Advances and/or Swing Loans to [[Organization A:Organization]] on behalf of the Lenders which the [[Organization B:Organization]], in its reasonable business judgment, deems necessary or desirable # to preserve or protect the Collateral, or any portion thereof, # to enhance the likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or # to pay any other amount chargeable to [[Organization A:Organization]] pursuant to the terms of this Agreement; provided, that at any time after giving effect to any such Revolving A Advances and/or Swing Loans the outstanding Revolving A Advances and the outstanding Swing Loans do not exceed (unless Required Lenders otherwise agree) the lesser of # one hundred and five percent (105%) of the Formula Amount and # the Maximum Revolving A Advance Amount.

#[[Organization D:Organization]] may, at its option, exercisable at any time for any reason whatsoever but not less frequently than on each Settlement Date, request repayment of the Swing Loans from the Lenders with a Revolving A Commitment, and each such [[Organization C:Organization]] shall make a Revolving A Advance in an amount equal to such [[Organization C:Organization]]'s Revolver A Commitment Percentage of the aggregate principal amount of the outstanding Swing Loans plus, if [[Organization D:Organization]] so requests, accrued interest thereon, provided that no [[Organization C:Organization]] shall be obligated in any event to make Advances in excess of its commitment to make Advances. Revolving A Advances made pursuant to the preceding sentence shall bear interest at the Revolving A Interest Rate for Domestic Rate Loans and shall be deemed to have been properly requested in accordance with Section 2.2 hereof without regard to any of the requirements of that provision. [[Organization D:Organization]] shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving A Advances are to be made under