Common use of Facility Clause in Contracts

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Maturity Date, make Swing Line Swingline Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except that no Swing Line Swingline Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Swingline Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Swingline Advance, (y) the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Commitments in effect at such time, and (z) the Revolving Tranche A Outstandings shall not exceed the Borrowing Base in effect at such time; (Bii) no Swing Line Swingline Advance shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Swingline Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Swingline Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Swingline Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Diii) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.4(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Swingline Advances and to refinance Swing Line Swingline Advances as provided belowbelow and as provided in Section 2.17.

Facility. On This Credit Agreement is with respect a Revolving Credit Loan, as set forth in the Rider. Subject to the terms and conditions set forth of this Credit Agreement and the Promissory Note (the terms of which are hereby incorporated by reference), the Lender agrees to make available to the Borrowers during the Revolving Eligibility Period, revolving loans (each, a “Revolving Loan” or “Loan” and collectively the “Revolving Loans” or “Loans”) from time to time in this Agreement, an aggregate principal amount which shall not exceed in the aggregate at any one time the Maximum Total Amount. Within the foregoing limits and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow this Credit Agreement, Lender shall permit Borrowers to borrow, repay and reborrow the Revolving Loans. Notwithstanding anything to the contrary herein, in reliance on the representations, warranties and covenants of each Borrower in this Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period may loan to Borrowers and Borrowers may borrow from the date of this Agreement until Lender Revolving Loans up to the last Business Day occurring before Maximum Total Amount. Prior to the Revolving Maturity Date, make Swing Line Advances under Borrowers may, within the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum limits of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line AdvancesMaximum Total Amount, shall not exceed the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be borrow, repay and re-borrow sums made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advanceavailable under this Agreement, it being agreed by the Borrower understood that the giving parties reasonably contemplate that prior to the Revolving Maturity Date, and provided that neither Borrower is in default under any of its obligations to the Lender, payments by Borrowers in reduction of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower outstanding principal balance of the proceeds Revolving Loans shall become available to be re-advanced to or at the direction of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of Borrowers as provided under the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, up to the terms Maximum Total Amount. Under no circumstances shall the Lender be required to make any future Revolving Loans or advances which will result in an unpaid principal balance in excess of the AutoBorrow Maximum Total Amount. Borrowers shall repay the entire unpaid balance due or to become due under this Agreement shall govern and control. The indebtedness of including any contingent credits, obligations, advances or advices, if not sooner paid, in full on the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided belowMaturity Date.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement November 26, 2012 until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Revolving Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(g)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On (i) Subject to the terms and conditions set forth herein, each Swingline Lender under the Facility in reliance upon the agreements of the other Revolving Lenders set forth in this AgreementSection 2.23, make available Swingline Loans to the relevant Borrower from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans under the Facility exceeding the Swingline Sublimit for the Facility, (ii) any Revolving Lender’s Revolving Exposure exceeding such Revolving Lender’s Revolving Commitment for the Facility or (iii) the total Revolving Exposures exceeding the Maximum Borrowing Amount, at such time; provided, that a Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and if an AutoBorrow Agreement is in effect, subject to the terms and conditions set forth herein, the Borrower under the Facility may borrow, prepay and reborrow Swingline Loans. Such Swingline Loans shall bear interest at the rate then applicable to Revolving Loans based on the Alternate Base Rate under the Facility. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such AutoBorrow Agreementrequest by facsimile or electronic communication (if arrangements for doing so have been approved by the Administrative Agent), not later than 2:00 p.m. Local Time on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. Such Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit in accordance with the instructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.24(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses, by remittance to the Administrative Agent to be distributed to the relevant Lenders) on the requested date of such Swingline Loan. (ii) To facilitate administration of the Revolving Loans, the Swing Line Lender mayRevolving Lenders and the Administrative Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by the Borrower) that in its sole discretion, from time-to-time on any Business Day during order to facilitate the period from the date administration of this Agreement until and the last Business Day occurring before other Loan Documents, settlement among them as to the Maturity Date, make Swing Line Advances Revolving Loans under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date)Facility, and Swingline Loans under the Facility, shall take place on a periodic basis in an aggregate outstanding principal amount not to exceed accordance with this clause (a)(ii). The Administrative Agent shall request settlement (a “Settlement”) with the Swing Line Sublimit Amount Revolving Lenders on at any time; provided that least a bi-weekly basis, or on a more frequent basis if so determined by the Administrative Agent, (A) after giving effect to such Swing Line Advance, the sum on behalf of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate applicable Swingline Lender, with respect to each outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such time; Swingline Loan and (B) no Swing Line Advance shall be made with respect to collections received, in each case, by notifying the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date applicable Revolving Lenders of such Swing Line Advancerequested Settlement by facsimile or other electronic form of transmission, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that requested Settlement, no later than 1:00 p.m. Local Time, on the date of such Swing Line Advance requested Settlement (the “Settlement Date”). Each applicable Revolving Lender (other than the Swingline Lender, in the case of Swingline Loans) shall make the amount of such Revolving Lender’s Pro Rata Share of the outstanding principal amount of the Swingline Loans with respect to which Settlement is requested available to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not later than 3:00 p.m., Local Time, on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article IV have then been met; (C) only if an AutoBorrow Agreement satisfied without regard to any minimum amount specified therein. Such amounts made available to the Administrative Agent shall be applied against the amounts of the applicable Swingline Loan and, together with the portion of such Swingline Loan representing the Swingline Lender’s pro rata share thereof, shall constitute Revolving Loans of the Revolving Lenders under the Facility. If any such amount is not made available to the Administrative Agent by any Revolving Lender on the Settlement Date applicable thereto, the Administrative Agent shall, on behalf of the applicable Swingline Lender with respect to each outstanding Swingline Loan, be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Alternate Base Rate for the first three days from and after the Settlement Date and thereafter at the interest rate then applicable to Revolving Loans. Between Settlement Dates, the Administrative Agent may pay over to the applicable Swingline Lender any payments received by the Administrative Agent, which in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of accordance with the terms of this Section 2.3(f)(i) conflict Agreement would be applied to the reduction of the Revolving Loans, for application to such Swingline Lender’s Revolving Loans or Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to such Swingline Lender’s Revolving Loans, such Swingline Lender shall pay to the Administrative Agent for the accounts of the applicable Revolving Lenders, to be applied to the outstanding Revolving Loans of such Revolving Lenders, an amount such that each Revolving Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans under the Facility. During the period between Settlement Dates, each Swingline Lender with such AutoBorrow Agreementrespect to its Swingline Loans, the terms Administrative Agent with respect to Protective Advances under the Facility and each Revolving Lender with respect to its Revolving Loans shall be entitled to interest thereon at the applicable rate or rates payable under this Agreement. (iii) In addition, a Swingline Lender under the Facility may by written notice given to the Administrative Agent not later than 11:00 a.m., Local Time, on any Business Day require the Revolving Lenders under the Facility to acquire participations not later than 1:00 p.m. on such Business Day in all or a portion of its outstanding Swingline Loans under the Facility. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender under the Facility, specifying in such notice such Revolving Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of a Swingline Lender under the Facility, such Revolving Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline 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 reduction or termination of the AutoBorrow Agreement Commitments, and that each such payment shall govern be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.04 with respect to Loans made by such Revolving Lender (and controlSection 2.04 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Lenders. The indebtedness Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph. Any amounts received by a Swingline Lender from the Borrower (or other party on behalf of the Borrower Borrower) in respect of a Swingline Loan under the Facility after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Swing Line Lender resulting from Swing Line Advances Administrative Agent; any such amounts received by the Administrative Agent shall be evidenced promptly remitted by the Swing Line Note. No Lender Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any rights such payment so remitted shall be repaid to the Swingline Lender or obligations under the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any AutoBorrow Agreement, but each Lender shall have the obligation to reason. The purchase and fund risk of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Swing Line Advances and to refinance Swing Line Advances as provided belowBorrower of any default in the payment thereof.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject Subject to the terms and conditions occurrence of such AutoBorrow Agreementthe Shelf Commencement Date, the Swing Line Lender mayPIM is willing to consider, in its sole discretiondiscretion and within limits that may be authorized for purchase by PIM and Prudential Affiliates from time to time, from time-to-the purchase after the Shelf Commencement Date of Shelf Notes pursuant to this Agreement. The willingness of PIM to consider such purchase of Shelf Notes is herein called the “Facility.” At any time on any Business Day during after the period from Shelf Commencement Date, (i) the date aggregate principal amount of Shelf Notes stated in Section 1C, minus (ii) the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement until prior to such time, minus (iii) the last Business Day occurring before aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, plus (iv) the Maturity Dateaggregate principal amount of Accepted Notes the issuance of which is cancelled in accordance herewith, make Swing Line Advances under is herein called the Swing Line Note to “Available Facility Amount” at such time. For purposes of the Borrower which preceding sentence, all aggregate principal amounts of Shelf Notes and Accepted Notes shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), and calculated in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of Dollars with the aggregate amount of all Revolving Advances plus any Shelf Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars being converted to Dollars at the Letter rate of Credit Exposure plus exchange used by PIM to calculate the aggregate outstanding amount of all Swing Line Advances, shall not exceed Dollar equivalent at the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving time of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effectAcceptance under Section 2B(5). NOTWITHSTANDING THE WILLINGNESS OF PIM TO CONSIDER PURCHASES OF SHELF NOTES UPON THE OCCURRENCE OF THE SHELF COMMENCEMENT DATE, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effectTHIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PIM NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfiedOR TO QUOTE RATES, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow AgreementSPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided belowAND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PIM OR ANY PRUDENTIAL AFFILIATE.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances, and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Revolving Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Diii) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Maturity Date, make Swing Line Swingline Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except that no Swing Line Swingline Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Swingline Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Swingline Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Commitments then in effect at such timeeffect; (Bii) no Swing Line Swingline Advance shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Swingline Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Swingline Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Swingline Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Diii) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.4(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Swingline Advances and to refinance Swing Line Swingline Advances as provided belowbelow and as provided in Section 2.17.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretionshall, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Maturity Date, make Swing Line Swingline Advances under the Swing Line Note to the US Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except that no Swing Line Advance may mature after Date, bearing interest at the Maturity Date), Adjusted Base Rate plus the Applicable Margin for US Base Rate Advances or such other per annum rate as agreed to between the US Borrower and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any timeSwingline Lender; provided that (Ai) after giving effect to such Swing Line Swingline Advance, the sum of the aggregate outstanding principal amount of all Revolving Swingline Advances plus advanced by the Letter of Credit Exposure plus Swingline Lender shall not exceed the aggregate outstanding amount of all Swing Line AdvancesSwingline Sublimit Amount; (ii) after giving effect to such Swingline Advance, the US Outstandings shall not exceed the aggregate US Commitments then in effect at such timeeffect; (Biii) no Swing Line Swingline Advance shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Swingline Advance, it being agreed by the US Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the US Borrower of the proceeds of such Swing Line Swingline Advance shall constitute a representation and warranty by the US Borrower that on the date of such Swing Line Swingline Advance such conditions have been met; (Civ) only if an AutoBorrow Agreement is not in effect, each Swing Line Swingline Advance shall be in an aggregate amount not less than $100,000 100,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof, except as otherwise set forth in any AutoBorrow Agreement; and (Dv) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness ; and (vi) if any Lender is at such time a Defaulting Lender or a Potential Defaulting Lender hereunder, the Swingline Lender shall not be obligated to make any Swingline Advances unless the US Borrower shall have deposited with the US Administrative Agent into the Cash Collateral Account cash collateral in an amount equal to such Defaulting Lender’s or Potential Defaulting Lender’s Applicable Percentage of the aggregate Swingline Sublimit Amount; provided that, in the event that the US Administrative Agent, the US Borrower, and the Swingline Lender each agrees that a Defaulting Lender or a Potential Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or a Potential Defaulting Lender, then if no Default exists, any cash collateral posted by the US Borrower pursuant to this clause (vi) with respect to such Lender shall be returned to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line NoteUS Borrower. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Swingline Advances and to refinance Swing Line Swingline Advances as provided belowbelow and as provided in Section 2.18.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement April 15, 2014 until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Revolving Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(g)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Commitment Termination Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Commitment Termination Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 3.02 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (CB) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 500,000 and in integral multiples of $50,000 100,000 in excess thereof; and (DC) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.03(g)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness ; and (D) after giving effect to such Swing Line Advance, the aggregate Revolving Credit Exposure of the Borrower to Lenders shall not exceed the Swing Line Lender resulting from Swing Line Advances shall be evidenced by lesser of the Swing Line Noteaggregate Commitments in effect at such time and the Borrowing Base in effect at such time. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced as set forth in Section 2.01(b).

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender maymay (but is not obligated to), in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the US Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Dateas provided in Section 2.6(c) and bear interest as provided in Section 2.8(c), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, US Outstandings shall not exceed the lesser of (A) the aggregate US Commitments in effect at such time and (B) the Borrowing Base in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the US Borrower that the giving of the applicable Notice of Revolving US Borrowing and the acceptance by the US Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the US Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each US Facility Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On (a) Subject to the terms and conditions set forth in of this Agreement, and if an AutoBorrow Agreement is in effect, subject the Banks agree to make available to the terms and conditions Borrower a revolving credit facility where the aggregate principal amount of such AutoBorrow Agreement, Utilisations made shall not exceed the Swing Line Lender may, Total Commitments in its sole discretion, effect from time to time-to-time on any Business Day during . The facility will be made available in the period from following tranches: (i) Tranche A a euro revolving credit tranche which shall be available for drawing in euro or Optional Currencies where the Original Euro Amount of Tranche A Utilisations made shall not exceed the Tranche A Total Commitments (being as at the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower (euro) 95,000,000); and (ii) Tranche B a Zloty revolving credit tranche which shall be due and payable on available for drawing in Zloty where the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Tranche B Utilisations made shall not exceed the aggregate Tranche B Total Commitments (being as at the date of this Agreement the Zloty Equivalent of (euro) 5,000,000, subject to the Zloty Limits). (b) Upon five Business Days' prior notice to the Borrower and the Agent, any Initial Bank may, immediately prior to a transfer by it pursuant to Clause 30.2 (Changes to Parties), redenominate (i) its participation in any or all Tranche A Advances and an equal amount of the Tranche A Commitments into Zloty and redesignate such participations in Tranche A Advances and such Tranche A Commitments as participations in Tranche B Advances and Tranche B Commitments, respectively, effective as of the end of the Interest Period then in effect at for such time; Advances (Band immediately prior to the Effective Date (as defined in the relevant Transfer Certificate)) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met and (ii) any or all undrawn Tranche A Commitments into Zloty and redesignate such Commitments as Tranche B Commitments effective as of the date specified in such notice. The amount of the Tranche B Advance into which an Initial Bank's participation in a Tranche A Advance is redenominated will be the Zloty Equivalent of the Original Euro Amount of that participation as at 11:00 am Warsaw time three Business Days before the relevant Effective Date. In connection with any such Swing Line Advanceredenomination and redesignation, it being agreed each Bank shall, on the Effective Date therefor, pay to the Agent such amounts and in such currencies as the Agent shall designate by notice to the Borrower Banks at least three Business Days prior to such Effective Date, and the Agent shall, on such Effective Date, pay to the Banks such amounts and in such currencies, in each case, as the Agent shall determine may be necessary to ensure that the giving of Tranche A Lenders participate ratably in the applicable Notice of Revolving Borrowing outstanding Tranche A Advances based on their respective Tranche A Commitments and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and Tranche B Lenders participate ratably in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line outstanding Tranche B Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided belowbased on their respective Tranche B Commitments.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretionshall, from time-to-time to time on any Business Day during the period from and including the date of this Agreement Effective Date until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus (A) the aggregate outstanding principal amount of all Swing Line Advances, Advances shall not exceed the Swing Line Sublimit Amount in effect at such time and (B) the aggregate Revolving Credit Exposures of all Lenders shall not exceed the aggregate Revolving Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the such AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Revolving Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretionshall, from time-to-time to time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity DateAvailability Period, make Swing Line Advances under the Swing Line Note Swingline Loans to the each Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except Date, notwithstanding the fact that no Swing Line Advance such Swingline Loans, when aggregated with the Credit Exposure of the Swingline Lender in its capacity as a Lender, may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any timeamount of such Lender’s Commitment; provided that (Ai) after giving effect to such Swing Line AdvanceSwingline Loan, the sum of (A) the aggregate outstanding principal amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Swingline Loans shall not exceed the aggregate Commitments Swingline Sublimit Amount in effect at such time; , (B) the aggregate Credit Exposures of all Lenders shall not exceed the Aggregate Commitment in effect at such time, and (C) if the US Borrower requested such Swingline Loan, the aggregate Credit Exposures of all Lenders to the US Borrower would not exceed the US Sub-Facility Limit; (ii) no Swing Line Advance Swingline Loan shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 4.02 have not been met as of the date of such Swing Line AdvanceSwingline Loan, it being agreed by the each Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the such Borrower of the proceeds of such Swing Line Advance Swingline Loan shall constitute a representation and warranty by the such Borrower that on the date of such Swing Line Advance Swingline Loan such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance Swingline Loan shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 100,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.10(a) conflict with such AutoBorrow Agreement, the terms of the such AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances Swingline Loans and to refinance Swing Line Advances Swingline Loans as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretionshall, from time-to-time to time on any Business Day during the period from and including the date of this Agreement Effective Date until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus (A) the aggregate outstanding principal amount of all Swing Line Advances, Advances shall not exceed the Swing Line Sublimit Amount in effect at such time and (B) the aggregate Commitments Revolving Credit Exposures of all Lenders shall not exceed the Aggregate Commitment in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the such AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. (a) On the terms and subject to the conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line each Noncommitted Lender may, in its sole discretion, make loans (to the extent of its Available Purchase Amount) to the Borrower (each loan made pursuant to this Section 2.1 (a), an "Advance") on a revolving basis from time-to-time on any Business Day to time during the period from commencing on the date of this Agreement until Effective Date and ending on the last Business Day occurring before the Maturity Facility Termination Date, in each case in such amounts as may be requested by the Borrower pursuant to Section 2.2. If on any day there shall be more than one Noncommitted Lender, any Advance requested by the Borrower on such day shall be allocated among the Noncommitted Lenders pro rata on the basis of their respective Noncommitted Percentages and each Noncommitted Lender may, in its sole and absolute discretion, determine whether to make Swing Line an Advance in its allocated amount. If a Noncommitted Lender elects not to make a requested Advance, each of the Committed Lenders with respect to such Noncommitted Lender shall make Advances under (in an aggregate amount equal to the Swing Line Note requested Advance) to the Borrower which shall be due (to the extent of the unutilized Commitment of each such Committed Lender and payable pro rata among such Committed Lenders in accordance with their respective Adjusted Commitment Percentages) on a revolving basis from time to time during the period commencing on the Swing Line Payment Effective Date and ending on the Facility Termination Date. The lending arrangement made available to the Borrower pursuant to the preceding sentences of this Section 2.1 (except that no Swing Line Advance may mature after a) is herein called the Maturity Date), and in an "Facility". The aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate at any time outstanding amount of all Swing Line Advances, hereunder shall not exceed the aggregate Commitments in effect at such time; lesser of (Bi) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; Facility Limit and (Dii) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided belowBorrowing Base.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement April 15, 2014 until the last Business Day occurring before the Maturity Amendment No. 2 Effective Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Amendment No. 2 Effective Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Revolving Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(g)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On (a) Subject to the terms and conditions set forth in of this Agreement, and if an AutoBorrow Agreement is in effect, subject the Banks agree to make available to the terms and conditions Borrower a revolving credit facility where the aggregate principal amount of such AutoBorrow Agreement, Utilisations made shall not exceed the Swing Line Lender may, Total Commitments in its sole discretion, effect from time to time-to-time on any Business Day during . The facility will be made available in the period from following tranches: (i) Tranche A a euro revolving credit tranche which shall be available for drawing in euro or Optional Currencies where the Original Euro Amount of Tranche A Utilisations made shall not exceed the Tranche A Total Commitments (being as at the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower (euro)20,000,000); and (ii) Tranche B a Zloty revolving credit tranche which shall be due and payable on available for drawing in Zloty where the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Tranche B Utilisations made shall not exceed the aggregate Tranche B Total Commitments (being as at the date of this Agreement the Zloty Equivalent of (euro)130,000,000, subject to the Zloty Limits). (b) Upon five Business Days' prior notice to the Borrower and the Agent, any Initial Bank may, immediately prior to a transfer by it pursuant to Clause 30.2 (Changes to Parties), redenominate (i) its participation in any or all Tranche A Advances and an equal amount of the Tranche A Commitments into Zloty and redesignate such participations in Tranche A Advances and such Tranche A Commitments as participations in Tranche B Advances and Tranche B Commitments, respectively, effective as of the end of the Interest Period then in effect at for such time; Advances (Band immediately prior to the Effective Date (as defined in the relevant Transfer Certificate)) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met and (ii) any or all undrawn Tranche A Commitments into Zloty and redesignate such Commitments as Tranche B Commitments effective as of the date specified in such notice. The amount of the Tranche B Advance into which an Initial Bank's participation in a Tranche A Advance is redenominated will be the Zloty Equivalent of the Original Euro Amount of that participation as at 11:00 am Warsaw time three Business Days before the relevant Effective Date. In connection with any such Swing Line Advanceredenomination and redesignation, it being agreed each Bank shall, on the Effective Date therefor, pay to the Agent such amounts and in such currencies as the Agent shall designate by notice to the Borrower Banks at least three Business Days prior to such Effective Date, and the Agent shall, on such Effective Date, pay to the Banks such amounts and in such currencies, in each case, as the Agent shall determine may be necessary to ensure that the giving of Tranche A Lenders participate ratably in the applicable Notice of Revolving Borrowing outstanding Tranche A Advances based on their respective Tranche A Commitments and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and Tranche B Lenders participate ratably in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line outstanding Tranche B Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided belowbased on their respective Tranche B Commitments.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances, and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount Limit at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Revolving Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 250,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Scheduled Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Scheduled Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of -33- the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender maymay (but is not obligated to), in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Dateas provided in Section 2.6(c) and bear interest as provided in Section 2.8(c), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Revolving Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $C$100,000 and in integral multiples of $C$50,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Revolving Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretionshall, from time-to-time to time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity DateAvailability Period, make Swing Line Advances under the Swing Line Note Swingline Loans to the each Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except Date, notwithstanding the fact that no Swing Line Advance such Swingline Loans, when aggregated with the Credit Exposure of the Swingline Lender in its capacity as a Lender, may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any timeamount of such Lender’s Commitment; provided that (Ai) after giving effect to such Swing Line AdvanceSwingline Loan, the sum of (A) the aggregate outstanding principal amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Swingline Loans shall not exceed the Swingline Sublimit Amount in effect at such time and (B) the aggregate Commitments Credit Exposures of all Lenders shall not exceed the Aggregate Commitment in effect at such time; (Bii) no Swing Line Advance Swingline Loan shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 4.02 have not been met as of the date of such Swing Line AdvanceSwingline Loan, it being agreed by the each Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the such Borrower of the proceeds of such Swing Line Advance Swingline Loan shall constitute a representation and warranty by the such Borrower that on the date of such Swing Line Advance Swingline Loan such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance Swingline Loan shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 100,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.10(a) conflict with such AutoBorrow Agreement, the terms of the such AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances Swingline Loans and to refinance Swing Line Advances Swingline Loans as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the each Swing Line Lender may, in its sole discretionshall, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower (or in the case of the Global Flow AutoBorrow, to Global Flow) which shall be due and payable on the Swing Line Payment Date Date, bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances or such other per annum rate as agreed to between the Borrower (except that no or in the case of the Global Flow AutoBorrow, Global Flow) and the applicable Swing Line Advance may mature Lender; provided that (i) after giving effect to such Swing Line Advance, the Maturity Date), and in an aggregate outstanding principal amount of all Swing Line Advances advanced by such Swing Line Lender shall not to exceed the its Swing Line Sublimit Amount at any timeAmount; provided that (Aii) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Dollar Equivalent of the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such timeCommitments; (Biii) no Swing Line Advance shall be made by the a Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower (or in the case of the Global Flow AutoBorrow, Global Flow) of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Civ) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 100,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof, except as otherwise set forth in any AutoBorrow Agreement; and (Dv) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness ; and (vi) if any Lender is at such time a Defaulting Lender or a Potential Defaulting Lender hereunder, no Swing Line Lender shall be obligated to make any Swing Line Advances unless the Borrower shall have deposited with the Administrative Agent into the Cash Collateral Account cash collateral in an amount equal to such Defaulting Lender’s or Potential Defaulting Lender’s Pro Rata Share of the Borrower to aggregate Swing Line Sublimit Amount; provided that, in the event that the Administrative Agent, the Borrower, and the Swing Line Lenders each agrees that a Defaulting Lender resulting from Swing Line Advances or a Potential Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or a Potential Defaulting Lender, then if no Default exists, any cash collateral posted by the Borrower pursuant to this clause (vi) with respect to such Lender shall be evidenced by returned to the Swing Line NoteBorrower. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided belowbelow and as provided in Section 2.16(d).

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), bearing interest at the Adjusted Reference Rate plus the Applicable Margin for Reference Rate Advances, and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate unpaid principal amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the lesser of (A) the aggregate Commitments Commitments, and (B) if the Borrowing Base is in effect at such time, the Borrowing Base; (Bii) no Swing Line Advances may be made during the existence of a Borrowing Base Deficiency; (iii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; and (Civ) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 100,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and subject to the conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line each Noncommitted Lender may, in its sole discretion, make Advances (to the extent of its Available Commitment Amount) to the Borrower on a revolving basis from time-to-time on any Business Day to time during the period from commencing on the date of this Agreement until Effective Date and ending on the last Business Day occurring before the Maturity Facility Termination Date, in each case in such amounts as may be requested by the Borrower pursuant to Section 2.2. If on any day there shall be more than one Noncommitted Lender, any Advance requested by the Borrower on such day shall be allocated among the Noncommitted Lenders pro rata on the basis of their respective Noncommitted Percentages and each Noncommitted Lender may, in its sole and absolute discretion, determine whether to make Swing Line an Advance in its allocated amount. If a Noncommitted Lender elects not to make a requested Advance, each of the Committed Lenders with respect to such Noncommitted Lender shall make Advances under (in an aggregate amount equal to the Swing Line Note requested Advance) to the Borrower which shall be due (to the extent of the unutilized Commitment of each such Committed Lender and payable pro rata among such Committed Lenders in accordance with their respective Adjusted Commitment Percentages) on a revolving basis from time to time during the period commencing on the Swing Line Payment Effective Date (except that no Swing Line Advance may mature after and ending on the Maturity Facility Termination Date), and in an . The lending arrangement made available to the Borrower pursuant to the preceding sentences of this Section 2.1 is herein called the “Facility”. The aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate from time to time outstanding amount of all Swing Line Advances, hereunder shall not exceed the lesser of (a) the Facility Limit and (b) the Initial Borrowing Base. In addition, under no circumstances shall any Lender make any Advance if after giving effect thereto the aggregate Commitments in effect at outstanding principal balance of all Advances owing to such time; Lender would exceed (Bi) no Swing Line Advance if such Lender is a Noncommitted Lender, its Maximum Loan Amount or (ii) if such Lender is a Committed Lender, its applicable Commitment. Within the limits of the Facility, the Borrower may borrow, prepay and reborrow under this Section 2.1. No additional Advances may be made if the Backup Servicer shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met acting as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided belowServicer.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretionagrees, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Maturity Date, to make Swing Line Swingline Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except that no Swing Line Advance may mature after Date, bearing interest at the Maturity Date), and in an aggregate outstanding principal amount not to exceed Adjusted Base Rate plus the Swing Line Sublimit Amount at any timeApplicable Margin for Base Rate Advances; provided (i) that (A) after giving effect to such Swing Line Swingline Advance, the sum of (A) the aggregate outstanding principal amount of all Revolving Swingline Advances plus advanced by Swingline Lender shall not exceed the Letter of Credit Exposure plus Swingline Sublimit Amount, (B) the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Commitments in effect Commitments, (C) no Lender’s Applicable Percentage of the Outstandings shall exceed such Lender’s Commitment, and (D) the Outstandings shall not exceed the Borrowing Base at such time; (Bii) no Swing Line Swingline Advance shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Swingline Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Swingline Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Swingline Advance such conditions have been met; and (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Swingline Advance shall be in an aggregate amount not less than $100,000 100,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Swingline Advances and to refinance Swing Line Swingline Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Scheduled Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Scheduled Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances, and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Revolving Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Diii) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretionshall, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Date, bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances or such other per annum rate as agreed to between the Borrower and the Swing Line Advance may mature Lender; provided that (i) after giving effect to such Swing Line Advance, the Maturity Date), and in an aggregate outstanding principal amount not to exceed of all Swing Line Advances advanced by the Swing Line Lender shall not exceed its Swing Line Sublimit Amount at any timeAmount; provided that (Aii) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Dollar Equivalent of the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such timeRevolving Commitments; (Biii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Civ) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 100,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof, except as otherwise set forth in any AutoBorrow Agreement; and (Dv) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to ; and (vi) if any Revolving Lender is at such time a Defaulting Lender or a Potential Defaulting Lender hereunder, the Swing Line Lender resulting from shall not be obligated to make any Swing Line Advances unless the Borrower shall be evidenced by have deposited with the Administrative Agent into the Cash Collateral Account cash collateral in an amount equal to such Defaulting Lender’s or Potential Defaulting Lender’s Revolving Pro Rata Share of the aggregate Swing Line Sublimit Amount; provided that, in the event that the Administrative Agent, the Borrower, and the Swing Line NoteLender each agrees that a Defaulting Lender or a Potential Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or a Potential Defaulting Lender, then if no Default exists, any cash collateral posted by the Borrower pursuant to this clause (vi) with respect to such Lender shall be returned to the Borrower. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Revolving Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided belowbelow and as provided in Section 2.16(d).

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Revolving Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(g)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and subject to the conditions set forth -------- in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line each Noncommitted Lender may, in its sole discretion, make Advances (to the extent of its Available Purchase Amount) to the Borrower on a revolving basis from time-to-time on any Business Day to time during the period from commencing on the date of this Agreement until Effective Date and ending on the last Business Day occurring before the Maturity Facility Termination Date, make Swing Line Advances under the Swing Line Note to in each case in such amounts as may be requested by the Borrower which pursuant to Section 2.2. If on any day there ----------- shall be due and payable more than one Noncommitted Lender, any Advance requested by the Borrower on such day shall be allocated among the Noncommitted Lenders pro rata --- ---- on the Swing Line Payment Date (except that no Swing Line basis of their respective Noncommitted Percentages and each Noncommitted Lender may, in its sole and absolute discretion, determine whether to make an Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount its allocated amount. If a Noncommitted Lender elects not to exceed make a requested Advance, each of the Swing Line Sublimit Amount at any time; provided that (A) after giving effect Committed Lenders with respect to such Swing Line Advance, Noncommitted Lender shall make Advances (in an 2.1 is herein called the sum of the "Facility". The aggregate principal ----------- -------- amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate from time to time outstanding amount of all Swing Line Advances, hereunder shall not exceed the lesser of (a) the Facility Limit and (b) the Borrowing Base. In addition, under no circumstances shall any Lender make any Advance if after giving effect thereto the aggregate Commitments in effect at outstanding principal balance of all Advances owing to such time; Lender would exceed (Bi) no Swing Line Advance shall be made by if such Lender is a Noncommitted Lender, its Maximum Purchase Amount or (ii) if such Lender is a Committed Lender, its applicable Commitment. Within the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as limits of the date of such Swing Line AdvanceFacility, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing may borrow, prepay and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of reborrow under this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control2.1. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.-----------

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, Agreement as to US Swingline Borrowings: (i) the Swing Line US Swingline Lender may, in its sole discretionshall, from time-to-time on any Business Day during the period from the date of this Agreement Effective Date until the last Business Day occurring before the Maturity Date, make Swing Line US Swingline Advances under the Swing Line Note in Dollars to the US Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit US Swingline Amount at any time, and (ii) the Canadian Swingline Lender shall, from time-to-time on any Business Day from the Effective Date until the last Business Day occurring before the Maturity Date, make Canadian Swingline Advances in Canadian Dollars to the Canadian Borrower in an aggregate principal amount not to exceed the Canadian Swingline Amount outstanding at any time; provided that that, in any event, (A) after giving effect to such Swing Line Swingline Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, US Outstandings shall not exceed the aggregate US Commitments in effect at such time and the Canadian Outstandings shall not exceed the aggregate Canadian Commitments in effect at such time; , (B) no Swing Line Swingline Advance shall be made by the Swing Line either Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, Swingline Advance (it being agreed by the Borrower Borrowers that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Applicable Borrower of the proceeds of such Swing Line Swingline Advance shall constitute a representation and warranty by the Borrower Borrowers that on the date of such Swing Line Swingline Advance such conditions have been met; ), and (C) only if an AutoBorrow Agreement is not in effectwith respect to a US Swingline Borrowing, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.4(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness Borrowers agree that the giving of the Borrower to applicable Notice of Borrowing and the Swing Line Lender resulting from Swing Line Advances shall be evidenced acceptance by the Swing Line NoteApplicable Borrower of the proceeds of such Swingline Advance shall constitute a representation and warranty by the such Borrower that on the date of such Swingline Advance the conditions set forth in Section 3.2 have been met. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each US Lender shall have the obligation to purchase and fund risk participations in the Swing Line US Swingline Advances and to refinance Swing Line US Swingline Advances as provided belowbelow and as provided in Section 2.18.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender maymay (but is not obligated to), in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the US Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Dateas provided in Section 2.6(c) and bear interest as provided in Section 2.8(c), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, US Outstandings shall not exceed the aggregate US Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the US Borrower that the giving of the applicable Notice of Revolving US Borrowing and the acceptance by the US Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the US Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each US Facility Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.. 55

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances, and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Revolving Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 100,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and subject to the conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line each Noncommitted Lender may, in its sole discretion, make Advances (to the extent of its Available Commitment Amount) to the Borrower on a revolving basis from time-to-time on any Business Day to time during the period from commencing on the date of this Agreement until Effective Date and ending on the last Business Day occurring before the Maturity Facility Termination Date, in each case in such amounts as may be requested by the Borrower pursuant to Section 2.2. If on any day there shall be more than one Noncommitted Lender, any Advance requested by the Borrower on such day shall be allocated among the Noncommitted Lenders pro rata on the basis of their respective Noncommitted Percentages and each Noncommitted Lender may, in its sole and absolute discretion, determine whether to make Swing Line an Advance in its allocated amount. If a Noncommitted Lender elects not to make a requested Advance, each of the Committed Lenders with respect to such Noncommitted Lender shall make Advances under (in an aggregate amount equal to the Swing Line Note requested Advance) to the Borrower which shall be due (to the extent of the unutilized Commitment of each such Committed Lender and payable pro rata among such Committed Lenders in accordance with their respective Adjusted Commitment Percentages) on a revolving basis from time to time during the period commencing on the Swing Line Payment Effective Date (except that no Swing Line Advance may mature after and ending on the Maturity Facility Termination Date), and in an . The lending arrangement made available to the Borrower pursuant to the preceding sentences of this Section 2.1 is herein called the “Facility”. The aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate from time to time outstanding amount of all Swing Line Advances, hereunder shall not exceed the lesser of (a) the Facility Limit and (b) the Initial Borrowing Base. In addition, under no circumstances shall any Lender make any Advance if after giving effect thereto the aggregate Commitments in effect at outstanding principal balance of all Advances owing to such time; Lender would exceed (Bi) no Swing Line Advance if such Lender is a Noncommitted Lender, its Maximum Loan Amount or (ii) if such Lender is a Committed Lender, its applicable Commitment. Within the limits of the Facility, the Borrower may borrow, prepay and reborrow under this Section 2.1. No additional Advances may be made if the Backup Servicer shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met acting as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and controlServicer. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT]

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender maymay (but is not obligated to), in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the US Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Dateas provided in Section 2.6(c) and bear interest as provided in Section 2.8(c), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving US Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate US Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the US Borrower that the giving of the applicable Notice of Revolving US Borrowing and the acceptance by the US Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the US Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each US Facility Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretionshall, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Date, bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances or such other per annum rate as agreed to between the Borrower and the Swing Line Advance may mature Lender; provided that (i) after giving effect to such Swing Line Advance, the Maturity Date), and in an aggregate outstanding principal amount of all Swing Line Advances advanced by the Swing Line Lender shall not to exceed the Swing Line Sublimit Amount at any timeAmount; provided that (Aii) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Dollar Equivalent of the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such timeRevolving Commitments; (Biii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Civ) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof, except as otherwise set forth in any AutoBorrow Agreement; and (Dv) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to ; and (vi) if any Lender is at such time a Defaulting Lender hereunder, the Swing Line Lender resulting from shall not be obligated to make any Swing Line Advances unless the Borrower shall be evidenced by have deposited with the Administrative Agent into the Cash Collateral Account cash collateral in an amount equal to such Defaulting Lender’s Revolving Pro Rata Share of the aggregate Swing Line Sublimit Amount; provided that, in the event that the Administrative Agent, the Borrower, and the Swing Line NoteLender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then if no Default exists, any cash collateral posted by the Borrower pursuant to this clause (vi) with respect to such Lender shall be returned to the Borrower. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided belowbelow and as provided in Section 2.16(d).

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretionshall, from time-to-time to time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity DateAvailability Period, make Swing Line Advances under the Swing Line Note Swingline Loans to the Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except Date, notwithstanding the fact that no Swing Line Advance such Swingline Loans, when aggregated with the Credit Exposure of the Swingline Lender in its capacity as a Lender, may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any timeamount of such Lender’s Commitment; provided that (Ai) after giving effect to such Swing Line AdvanceSwingline Loan, the sum of (A) the aggregate outstanding principal amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Swingline Loans shall not exceed the Swingline Sublimit Amount in effect at such time and (B) the aggregate Commitments Credit Exposures of all Lenders shall not exceed the Aggregate Commitment in effect at such time; (Bii) no Swing Line Advance Swingline Loan shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 4.02 have not been met as of the date of such Swing Line AdvanceSwingline Loan, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance Swingline Loan shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance Swingline Loan such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance Swingline Loan shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 100,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.10(a) conflict with such AutoBorrow Agreement, the terms of the such AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances Swingline Loans and to refinance Swing Line Advances Swingline Loans as provided below.

Facility. On (a) From the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject Effective Date to the terms and conditions Termination Date, (i) prior to the occurrence of such AutoBorrow Agreementa Wind-Down Event, PARCO, acting through the Swing Line Lender Funding Agent, may, in its sole discretion, from time-to-time on any Business Day during the period make Purchases from the date Seller and (ii) following the occurrence of this Agreement until a Wind-Down Event, the last Business Day occurring before APA Banks, acting through the Maturity DateFunding Agent, shall make Purchases from the Seller on the terms and conditions set forth herein. Each such Purchase shall constitute an absolute assignment and sale by the Seller, and a purchase and acquisition by PARCO or the APA Banks, as applicable, of Purchased Assets, including, without limitation, Purchased Receivables, Related Security and Collections with respect thereto. Under no circumstances shall PARCO or the APA Banks, as applicable, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date)an Incremental Purchase, and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) if, after giving effect to such Swing Line AdvanceIncremental Purchase, the sum outstanding Net Investment hereunder would exceed the Facility Limit. Each Incremental Purchase shall be in a minimum amount of at least $5,000,000. Nothing in this Agreement shall be deemed to be or construed as a commitment by PARCO to make Purchases at any time. (b) It is the intention of the aggregate amount parties hereto that each Purchase of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line AdvancesReceivables, shall not exceed the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be Related Security and Collections made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance hereunder shall constitute a representation sale, which sale is absolute, irrevocable and warranty without recourse except as specifically provided herein and provide PARCO and the APA Banks, as applicable, with the full benefits of ownership of the Purchased Receivables and such related Purchased Assets. Neither the Seller, the Funding Agent, PARCO nor the APA Banks intend for the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from PARCO or the APA Banks to the Seller secured by such assets. In addition, the Borrower Seller hereby pledges, grants a security interest in and assigns to the Funding Agent, for the benefit of PARCO and the APA Banks, as security for such loans and for the payment and performance of all obligations of the Seller hereunder, all of the Seller's right, title and interest in, to and under (i) the Purchased Receivables, the Related Security and Collections related thereto, (ii) the Reserve Account, the Collection Account, the Lock-Box and the Lock-Box Account and all funds and investments on deposit therein and credited thereto, (iii) the Demand Note, (iv) the Receivables Purchase Agreement, (v) Interest Rate Xxxxxx and (vi) all proceeds of the foregoing. It is the intention of the parties hereto that on the date Purchases of Purchased Receivables, Related Security and Collections made hereunder shall constitute sales of such Swing Line Advance Purchased Receivables, Related Security and Collections rather than a loan secured by such conditions Purchased Receivables, Related Security and Collections, and the Seller agrees to note, clearly and unambiguously, on its financial statements and its electronic ledgers and other applicable records that such Purchased Receivables, Related Security and Collections have been met; (C) only if an AutoBorrow Agreement is not in effectsold to PARCO or the APA Banks, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided belowapplicable.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretionshall, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Date, bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances or such other per annum rate as agreed to between the Borrower and the Swing Line Advance may mature Lender; provided that (i) after giving effect to such Swing Line Advance, the Maturity Date), and in an aggregate outstanding principal amount of all Swing Line Advances advanced by the Swing Line Lender shall not to exceed the Swing Line Sublimit Amount at any timeAmount; provided that (Aii) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Dollar Equivalent of the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments Borrowing Limit then in effect at such timeeffect; (Biii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Civ) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof, except as otherwise set forth in any AutoBorrow Agreement; and (Dv) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to ; and (vi) if any Lender is at such time a Defaulting Lender hereunder, the Swing Line Lender resulting from shall not be obligated to make any Swing Line Advances unless the Borrower shall be evidenced by have deposited with the Administrative Agent into the Cash Collateral Account cash collateral in an amount equal to such Defaulting Lender’s Revolving Pro Rata Share of the aggregate Swing Line Sublimit Amount; provided that, in the event that the Administrative Agent, the Borrower, and the Swing Line NoteLender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then if no Default exists, any cash collateral posted by the Borrower pursuant to this clause (vi) with respect to such Lender shall be returned to the Borrower. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided belowbelow and as provided in Section 2.16(d).

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretionagrees, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Maturity Date, to make Swing Line Swingline Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except that no Swing Line Advance may mature after Date, bearing interest at the Maturity Date), and in an aggregate outstanding principal amount not to exceed Adjusted Base Rate plus the Swing Line Sublimit Amount at any timeApplicable Margin for Base Rate Advances; provided (i) that (A) after giving effect to such Swing Line Swingline Advance, the sum of (A) the aggregate outstanding principal amount of all Revolving Swingline Advances plus advanced by Swingline Lender shall not exceed the Letter of Credit Exposure plus Swingline Sublimit Amount, (B) the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Commitments in effect Commitments, (C) no Lender's Applicable Percentage of the Outstandings shall exceed such Lender's Commitment, and (D) the Outstandings shall not exceed the Borrowing Base at such time; (Bii) no Swing Line Swingline Advance shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Swingline Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Swingline Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Swingline Advance such conditions have been met; and (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Swingline Advance shall be in an aggregate amount not less than $100,000 100,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Swingline Advances and to refinance Swing Line Swingline Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and subject to the conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line each Noncommitted Lender may, in its sole discretion, make Advances (to the extent of its Available Commitment Amount) to the Borrower on a revolving basis from time-to-time on any Business Day to time during the period from commencing on the date of this Agreement until Effective Date and ending on the last Business Day occurring before the Maturity Facility Termination Date, in each case in such amounts as may be requested by the Borrower pursuant to Section 2.2. If on any day there shall be more than one Noncommitted Lender, any Advance requested by the Borrower on such day shall be allocated among the Noncommitted Lenders pro rata on the basis of their respective Noncommitted Percentages and each Noncommitted Lender may, in its sole and absolute discretion, determine whether to make Swing Line an Advance in its allocated amount. If a Noncommitted Lender elects not to make a requested Advance, each of the Committed Lenders with respect to such Noncommitted Lender shall make Advances under (in an aggregate amount equal to the Swing Line Note requested Advance) to the Borrower which shall be due (to the extent of the unutilized Commitment of each such Committed Lender and payable pro rata among such Committed Lenders in accordance with their respective Adjusted Commitment Percentages) on a revolving basis from time to time during the period commencing on the Swing Line Payment Effective Date (except that no Swing Line Advance may mature after and ending on the Maturity Facility Termination Date), and in an . The lending arrangement made available to the Borrower pursuant to the preceding sentences of this Section 2.1 is herein called the “Facility”. The aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate from time to time outstanding amount of all Swing Line Advances, hereunder shall not exceed the lesser of (a) the Facility Limit and (b) the Borrowing Base. In addition, under no circumstances shall any Lender make any Advance if after giving effect thereto the aggregate outstanding principal balance of all Advances owing to such Lender would exceed (i) if such Lender is a Noncommitted Lender, its Maximum Loan Amount or (ii) if such Lender is a Committed Lender, its applicable Commitment less its Adjusted Commitment Percentage of the outstanding principal balance of all Advances owing to its Noncommitted Lender. The Committed Lenders may not reduce their respective Commitments in effect at such time; (B) no Swing Line Advance during the term of this Agreement other than as expressly provided under Section 2.5. Within the limits of the Facility, the Borrower may borrow, prepay and reborrow under this Section 2.1. No additional Advances may be made if the Backup Servicer shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met acting as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided belowServicer.