Common use of Procedure for Swing Line Borrowing Clause in Contracts

Procedure for Swing Line Borrowing. Whenever a Borrower desires that the Swing Line Lenders make Swing Line Loans under Section 2.13, the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Agent irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time (which telephonic notice must be received by the Swing Line Agent not later than 4:00 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agent), specifying the amount of each requested Swing Line Loan. Each borrowing under the Swing Line Commitment shall be in an amount equal to $250,000 or an integral multiple of $100,000 in excess thereof. Upon receipt of any such notice from a Borrower (or the applicable Registrant), the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each Swing Line Lender shall make its Swing Line Pro Rata Share of such borrowing available to such Borrower, on the Borrowing Date requested by such Borrower, by transferring such amount by wire or book entry to the account of such Borrower such Swing Line Loan in immediately available funds.

Procedure for Swing Line Borrowing. Whenever a Borrower desires that the Swing Line Lenders make Swing Line Loans under Section 2.13, the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Agent irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Jxxxxx Xxxxxx/Exxxx Xxxx Tel: 300-000-0000 FaxTel: 300900-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx jxxxxx.xxxxxx@xxxxx.xxx Email: Exxxx.xxxx@xxxxxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time (which telephonic notice must be received by the Swing Line Agent not later than 4:00 1:00 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agent), specifying the amount of each requested Swing Line Loan. Each borrowing under the Swing Line Commitment shall be in an amount equal to $250,000 or an integral multiple of $100,000 in excess thereof. Upon receipt of any such notice from a Borrower (or the applicable Registrant), the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each Swing Line Lender shall make its Swing Line Pro Rata Share of such borrowing available to such Borrower, on the Borrowing Date requested by such Borrower, by transferring such amount by wire or book entry to the account of such Borrower such Swing Line Loan in immediately available funds.

Procedure for Swing Line Borrowing. Whenever a Borrower desires that the Swing Line Lenders Lender make Swing Line Loans under Section 2.13, the Borrower (or the applicable Registrant Fund of which it is a seriesportfolio) shall give the Swing Line Agent Lender irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention ofof Xxxx Enyam at facsimile number: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-(000) 000-0000 Fax(Phone: 300-(000) 000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx 0000) or such other person or persons which may be designated in writing by the Swing Line Agent Lender (such designation or change in designation may be provided in electronic mail) from time to time (which telephonic notice must be received by the Swing Line Agent Lender not later than 4:00 3:00 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent Lender on the proposed Borrowing Date in form and substance satisfactory to the Swing Line AgentLender), specifying the amount of each requested Swing Line Loan. Each borrowing under the Swing Line Commitment shall be in an amount equal to $250,000 1,000,000 or an integral multiple of $100,000 500,000 in excess thereof. Upon receipt of any such notice from a Borrower (or the applicable RegistrantFund), the Swing Line Agent Lender shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each The Swing Line Lender shall make its Swing Line Pro Rata Share the amount of such borrowing available to such the Borrower, on the Borrowing Date requested by such Borrower, by transferring such amount by wire or book entry to the account of such Borrower such Swing Line Loan in immediately available funds.

Procedure for Swing Line Borrowing. Whenever a Borrower desires that the Swing Line Lenders make Swing Line Loans under Section 2.13, the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Agent irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 000 Xxxxxxx Xxxxxxxxxx Xx. Xxxx, NCC5 / 1st Floor NewarkXxxxxx, DE 19713 XX 00000 Attention: Loan & Agency Services Group AttentionXxxxxx Xxxxxx Phone: Axxxxx Xxxxxx Tel: 300-(000) 000-0000 Fax: 300-(000-) 000 0000 / 00000000000@xxx.xxxxxxx.xxx Email: Axxxxx.Xxxxxx@xxxxx.xxx xxxxxx.xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time (which telephonic notice must be received by the Swing Line Agent not later than 4:00 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agent), specifying the amount of each requested Swing Line Loan. Each borrowing under the Swing Line Commitment shall be in an amount equal to $250,000 or an integral multiple of $100,000 in excess thereof. Upon receipt of any such notice from a Borrower (or the applicable Registrant), the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each Swing Line Lender shall make its Swing Line Pro Rata Share of such borrowing available to such Borrower, on the Borrowing Date requested by such Borrower, by transferring such amount by wire or book entry to the account of such Borrower such Swing Line Loan in immediately available funds.

Procedure for Swing Line Borrowing. Whenever a Borrower desires that the Swing Line Lenders make Swing Line Loans under Section 2.13, the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Agent irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention ofof Xxxxxx Xxxxx (at facsimile number: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-(000) 000-0000 Fax0000; email: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx 00000000000@XXX.xxxxxxx.xxx) or such other person or persons which may be designated by the Swing Line Agent from time to time (which telephonic notice must be received by the Swing Line Agent not later than 4:00 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agent), specifying the amount of each requested Swing Line Loan. Each borrowing under the Swing Line Commitment shall be in an amount equal to $250,000 or an integral multiple of $100,000 in excess thereof. Upon receipt of any such notice from a Borrower (or the applicable Registrant), the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each Swing Line Lender shall make its Swing Line Pro Rata Share of such borrowing available to such Borrower, on the Borrowing Date requested by such Borrower, by transferring such amount by wire or book entry to the account of such Borrower such Swing Line Loan in immediately available funds.

Procedure for Swing Line Borrowing. Whenever a Borrower desires that the Swing Line Lenders make Swing Line Loans under Section 2.13, the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Agent irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANKJPMorgan Chase Bank, N.A. 500 000 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor NewarkXxxxxx, DE 19713 XX 00000 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 00000000000 Fax: 300-(000) 000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx xxxxxx.xxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time (which telephonic notice must be received by the Swing Line Agent not later than 4:00 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agent), specifying the amount of each requested Swing Line Loan. Each borrowing under the Swing Line Commitment shall be in an amount equal to $250,000 or an integral multiple of $100,000 in excess thereof. Upon receipt of any such notice from a Borrower (or the applicable Registrant), the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each Swing Line Lender shall make its Swing Line Pro Rata Share of such borrowing available to such Borrower, on the Borrowing Date requested by such Borrower, by transferring such amount by wire or book entry to the account of such Borrower such Swing Line Loan in immediately available funds.

Procedure for Swing Line Borrowing. Refunding of Swing Line ----------------------------------------------------------- Loans. (a) Whenever a Borrower the Company desires that the relevant Swing Line Lenders Lender make Swing Line Loans under Section 2.13to it, the Borrower (or the applicable Registrant of which it is a series) Company shall give the such Swing Line Agent Lender irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time (which telephonic notice must be received by the such Swing Line Agent Lender not later than 4:00 1:00 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date ) confirmed promptly in form and substance satisfactory writing (with a copy to the Swing Line Administrative Agent), specifying (i) the amount of each to be borrowed and (ii) the requested Swing Line LoanBorrowing Date (which shall be a Business Day during the Revolving Credit Commitment Period). Each borrowing by the Company under the Swing Line Commitment shall be in an amount equal to $250,000 500,000 or an integral a whole multiple of $100,000 in excess thereof. Upon receipt of any Not later than 3:00 P.M., New York City time, on the requested Borrowing Date, such notice from a Borrower (or the applicable Registrant), the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each Swing Line Lender shall make available to the Company, in immediately available funds, the proceeds of such requested Swing Line Loan. (b) Whenever a Borrowing Subsidiary desires that a Swing Line Lender make Swing Line Loans to it, such Borrowing Subsidiary shall give to such Swing Line Lender irrevocable telephonic notice (which telephonic notice must be received by such Swing Line Lender not later than 10:00 A.M., London time (or such other time as the Administrative Agent and the Swing Line Lender may consent), on the proposed Borrowing Date) confirmed promptly in writing (with a copy to the Administrative Agent), specifying (i) the amount and currency to be borrowed, (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Credit Commitment Period) and (iii) any other information requested by the Swing Line Lender in accordance with its particular borrowing procedures. Each borrowing under the Swing Line Commitment by a Borrowing Subsidiary shall be in the amount equal to the Dollar Equivalent of $500,000 or a whole multiple of $100,000 in excess thereof (or, if such borrowing is to be made in any Optional Currency, an amount in such Optional Currency approximately equal to such amount). Not later than 3:00 P.M., London time, on the requested Borrowing Date, such Swing Line Lender shall make available to the relevant Borrowing Subsidiary, in immediately available funds, the proceeds of such requested Swing Line Loan. (c) Each Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the relevant Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf), on (x) one Business Day's notice in the case of Swing Line Loans made to the Company in Dollars or (y) three Business Days' notice, otherwise, given by the Swing Line Lender through the Administrative Agent no later than 12:00 Noon, New York City time, in the case of borrowings by the Company, and 12:00 Noon, London time, in the case of borrowings by any Borrowing Subsidiary, request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby agrees to make, a Revolving Credit Loan, in an amount equal to such Revolving Credit Lender's Revolving Credit Percentage of the aggregate amount of the outstanding Swing Line Loans (the "Refunded Swing Line Loans") with respect to which such notice ------------------------- has been given, to repay the requesting Swing Line Lender. Each Revolving Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 1:00 P.M., New York City time, in the case of borrowings by the Company, and 1:00 P.M., London time, in the case of borrowings by any Borrowing Subsidiary, in each case, one Business Day (or three Business Days, as the case may be) after the date of such notice. The proceeds of such Revolving Credit Loans shall be immediately applied by the Swing Line Lender to repay the Refunded Swing Line Loans. The relevant Borrower irrevocably authorizes the Administrative Agent to charge such Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full such Refunded Swing Line Loans. (d) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.7(c), one of the events described in Section 9(f) shall have occurred and be continuing with respect to the Company or the relevant Borrowing Subsidiary or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.7(c), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.7(c) (the "Refunding Date"), purchase for cash an undivided participating -------------- interest in an amount equal to (i) its Revolving Credit Percentage times (ii) ----- the aggregate principal amount of Swing Line Loans then outstanding which were to have been repaid with such Revolving Credit Loans (the "Swing Line ---------- Participation Amount"). -------------------- (e) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender's Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to the Administrative Agent for distribution to such Lender its Swing Line Pro Rata Share Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender's pro rata --- ---- portion of such borrowing payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in -------- ------- the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Administrative Agent for distribution to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. (f) Each Borrower hereby irrevocably and unconditionally authorizes the Swing Line Lender to convert into Dollars (at the actual exchange rate then available to such Borrower, it) all amounts then owing to it on the Borrowing Date requested account of any Swing Line Loan which is denominated in Pesetas. Such Swing Line Lender and each Revolving Credit Lender hereby irrevocably and unconditionally agrees that (i) no Revolving Credit Lender shall have any obligation to make any Loans or purchase any participating interests contemplated by such Borrower, by transferring such amount by wire Section 2.7(d) or book entry to the (e) on account of such Borrower Peseta-denominated Swing Line Loan until such time as such Swing Line Lender has effected the conversion described above and provided written notice to the Administrative Agent (which shall promptly forward such notice to the Revolving Credit Lenders) of the amount of Dollars owing to it as a result of such conversion and (ii) from and after the date upon which such conversion is effected, the obligations of the Revolving Credit Lenders under Sections 2.7(d) and (e) shall be satisfied only by the payment to such Swing Line Lender of such Revolving Credit Lender's Revolving Credit Percentage of the amount of Dollars so notified to the Administrative Agent. (g) Each Revolving Credit Lender's obligation to make the Loans referred to in Section 2.7(c) and to purchase participating interests pursuant to Section 2.7(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender, the Company or the relevant Borrowing Subsidiary may have against the Swing Line Lender, the Company, the relevant Borrowing Subsidiary or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 6; (iii) any adverse change in the condition (financial or otherwise) of the Company or the relevant Borrowing Subsidiary; (iv) any breach of this Agreement or any other Loan Document by the Company, any other Loan Party or any other Revolving Credit Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (h) Notwithstanding anything to the contrary contained herein, no Revolving Credit Lender shall be required to make a Revolving Credit Loan pursuant to Section 2.7(c) or acquire a participation pursuant to Section 2.7(d) in a Swing Line Loan if an Event of Default shall have occurred and be continuing at the time such Swing Line Loan was made and such Revolving Credit Lender shall have notified the relevant Swing Line Lender and the Administrative Agent in immediately available fundswriting, at least one Business Day prior to the time such Swing Line Loan was made, that such Event of Default has occurred and that such Revolving Credit Lender will not acquire participations in Swing Line Loans made while such Event of Default is continuing.

Procedure for Swing Line Borrowing. Refunding of Swing Line ------------------------------------------------------------- Loans. (a) Whenever a the Borrower desires that the Swing Line Lenders Lender make Swing Line Loans under Section 2.13, the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Agent Lender irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time writing (which telephonic notice must be received by the Swing Line Agent Lender not later than 4:00 P.M.12:00 Noon, New York City Houston, Texas time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agent), specifying (i) the amount of each to be borrowed and (ii) the requested Swing Line LoanBorrowing Date (which shall be a Business Day during the Revolving Credit Commitment Period). Each borrowing under the Swing Line Commitment shall be in an amount equal to $250,000 500,000 or an integral a whole multiple of $100,000 in excess thereof. Upon receipt Not later than 2:00 P.M., Houston, Texas time, on the Borrowing Date specified in a notice in respect of any such notice from a Borrower (or the applicable Registrant)Swing Line Loans, the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each Swing Line Lender shall make its available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swing Line Pro Rata Share Loan to be made by the Swing Line Lender. The Administrative Agent shall make the proceeds of such borrowing available to such Borrower, on the Borrowing Date requested by such Borrower, by transferring such amount by wire or book entry to the account of such Borrower such Swing Line Loan available to the Borrower on such Borrowing Date in immediately available funds. (b) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf), on one Business Day's notice given by the Swing Line Lender, request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby agrees to make, a Revolving Credit Loan, in an amount equal to such Revolving Credit Lender's Revolving Credit Percentage of the aggregate amount of the Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date of such notice, to -------------------------- repay the Swing Line Lender. Each Revolving Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., Houston, Texas time, one Business Day after the date of such notice. The proceeds of such Revolving Credit Loans shall be immediately applied by the Swing Line Lender to repay the Refunded Swing Line Loans. The Borrower irrevocably authorizes the Swing Line Lender to charge the Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full such Refunded Swing Line Loans. (c) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.7(b), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.7(b) (the "Refunding Date"), purchase for cash an undivided --------------- participating interest in an amount equal to (i) its Revolving Credit Percentage times (ii) the aggregate principal amount of Swing Line Loans then ----- outstanding which were to have been repaid with such Revolving Credit Loans (the "Swing Line Participation Amount"). ---------------------------------- (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender's Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender's pro rata portion of --- ---- such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the -------- ------- event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. (e) Each Revolving Credit Lender's obligation to make the Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Credit Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Procedure for Swing Line Borrowing. Refunding of Swing Line ---------------------------------------------------------------- Loans. (a) Whenever a Borrower the Company desires that the relevant Swing Line Lenders Lender ----- make Swing Line Loans under Section 2.13to it, the Borrower (or the applicable Registrant of which it is a series) Company shall give the such Swing Line Agent Lender irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time (which telephonic notice must be received by the such Swing Line Agent Lender not later than 4:00 1:00 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date ) confirmed promptly in form and substance satisfactory writing (with a copy to the Swing Line Administrative Agent), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Credit Commitment Period); provided, that the presentation by any third party of any check or draft drawn on the account of the Company or any other borrowing by way of overdraft being deemed to constitute a notice of borrowing of Swing Line Loans by the Company in the amount of each requested such check, draft or other borrowing, to the extent that insufficient funds are then available for the payment thereof in the account of the Company with the relevant Swing Line LoanLender and so long as the amount and currency with respect to such deemed notice of borrowing are in compliance with the terms of this Agreement. Each borrowing by the Company under the Swing Line Commitment shall be in an amount equal to $250,000 500,000 or an integral a whole multiple of $100,000 in excess thereof. Upon receipt of any Not later than 3:00 P.M., New York City time, on the requested Borrowing Date, such notice from a Borrower (or the applicable Registrant), the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each Swing Line Lender shall make its available to the Company, in immediately available funds, the proceeds of such requested Swing Line Pro Rata Share of Loan. (b) Whenever a Borrowing Subsidiary desires that a Swing Line Lender make Swing Line Loans to it, such borrowing available Borrowing Subsidiary shall give to such BorrowerSwing Line Lender irrevocable telephonic notice (which telephonic notice must be received by such Swing Line Lender not later than 10:00 A.M., London time (or such other time as the Administrative Agent and the Swing Line Lender may consent), on the proposed Borrowing Date) confirmed promptly in writing (with a copy to the Administrative Agent), specifying (i) the amount and currency to be borrowed, (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Credit Commitment Period) and (iii) any other information requested by the Swing Line Lender in accordance with its particular borrowing procedures; provided, that the presentation by any third party of any check or -------- draft drawn on the account of a Borrowing Subsidiary or any other borrowing by way of overdraft being deemed to constitute a notice of borrowing of Swing Line Loans by such BorrowerBorrowing Subsidiary in the amount of such check, by transferring such amount by wire draft or book entry other borrowing, to the extent that insufficient funds are then available for the payment thereof in the account of such Borrowing Subsidiary with the relevant Swing Line Lender and so long as the amount and currency with respect to such deemed notice of borrowing are in compliance with the terms of this Agreement. Each borrowing under the Swing Line Commitment by a Borrowing Subsidiary shall be in the amount equal to the Dollar Equivalent of $500,000 or a whole multiple of $100,000 in excess thereof (or, if such borrowing is to be made in any Optional Currency, an amount in such Optional Currency approximately equal to such amount). Not later than 3:00 P.M., London time, on the requested Borrowing Date, such Swing Line Lender shall make available to the relevant Borrowing Subsidiary, in immediately available funds, the proceeds of such requested Swing Line Loan. (c) Each Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the relevant Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf), on (x) one Business Day's notice in the case of Swing Line Loans made to the Company in Dollars or (y) three Business Days' notice, otherwise, given by the Swing Line Lender through the Administrative Agent no later than 12:00 Noon, New York City time, in the case of borrowings by the Company, and 12:00 Noon, London time, in the case of borrowings by any Borrowing Subsidiary, request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby agrees to make, a Revolving Credit Loan, in an amount equal to such Revolving Credit Lender's Revolving Credit Percentage of the aggregate amount of the outstanding Swing Line Loans (the "Refunded Swing Line Loans") with respect to which such ------------------------- notice has been given, to repay the requesting Swing Line Lender. Each Revolving Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 1:00 P.M., New York City time, in the case of borrowings by the Company, and 1:00 P.M., London time, in the case of borrowings by any Borrowing Subsidiary, in each case, one Business Day (or three Business Days, as the case may be) after the date of such notice. The proceeds of such Revolving Credit Loans shall be immediately applied by the Swing Line Lender to repay the Refunded Swing Line Loans. The relevant Borrower irrevocably authorizes the Administrative Agent to charge such Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full such Refunded Swing Line Loans. (d) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.7(c), one of the events described in Section 9(f) shall have occurred and be continuing with respect to the Company or the relevant Borrowing Subsidiary or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.7(c), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.7(c) (the "Refunding Date"), purchase for cash an -------------- undivided participating interest in an amount equal to (i) its Revolving Credit Percentage times (ii) the aggregate principal amount of Swing Line Loans then ----- outstanding which were to have been repaid with such Revolving Credit Loans (the "Swing Line Participation Amount"). ------------------------------- (e) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender's Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to the Administrative Agent for distribution to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender's pro rata --- ---- portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in -------- ------- the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Administrative Agent for distribution to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. (f) Each Borrower hereby irrevocably and unconditionally authorizes the Swing Line Lender to convert into Dollars (at the actual exchange rate then available to it) all amounts then owing to it on account of any Swing Line Loan which is denominated in Pesetas. Such Swing Line Lender and each Revolving Credit Lender hereby irrevocably and unconditionally agrees that (i) no Revolving Credit Lender shall have any obligation to make any Loans or purchase any participating interests contemplated by Section 2.7(d) or (e) on account of such Peseta-denominated Swing Line Loan until such time as such Swing Line Lender has effected the conversion described above and provided written notice to the Administrative Agent (which shall promptly forward such notice to the Revolving Credit Lenders) of the amount of Dollars owing to it as a result of such conversion and (ii) from and after the date upon which such conversion is effected, the obligations of the Revolving Credit Lenders under Sections 2.7(d) and (e) shall be satisfied only by the payment to such Swing Line Lender of such Revolving Credit Lender's Revolving Credit Percentage of the amount of Dollars so notified to the Administrative Agent. (g) Each Revolving Credit Lender's obligation to make the Loans referred to in Section 2.7(c) and to purchase participating interests pursuant to Section 2.7(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender, the Company or the relevant Borrowing Subsidiary may have against the Swing Line Lender, the Company, the relevant Borrowing Subsidiary or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 6; (iii) any adverse change in the condition (financial or otherwise) of the Company or the relevant Borrowing Subsidiary; (iv) any breach of this Agreement or any other Loan Document by the Company, any other Loan Party or any other Revolving Credit Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (h) Notwithstanding anything to the contrary contained herein, no Revolving Credit Lender shall be required to make a Revolving Credit Loan pursuant to Section 2.7(c) or acquire a participation pursuant to Section 2.7(d) in a Swing Line Loan if an Event of Default shall have occurred and be continuing at the time such Swing Line Loan was made and such Revolving Credit Lender shall have notified the relevant Swing Line Lender and the Administrative Agent in immediately available fundswriting, at least one Business Day prior to the time such Swing Line Loan was made, that such Event of Default has occurred and that such Revolving Credit Lender will not acquire participations in Swing Line Loans made while such Event of Default is continuing.

Procedure for Swing Line Borrowing. Refunding of Swing Line ----------------------------------------------------------- Loans. (a) Whenever a the Borrower desires that the Swing Line Lenders Lender make Swing Line Loans under Section 2.13, the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Agent Lender irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time writing (which telephonic notice must be received by the Swing Line Agent Lender not later than 4:00 1:00 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agent), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Credit Commitment Period). A copy of each requested Swing Line Loansuch notice shall be promptly furnished by the Borrower to the Administrative Agent. Each Subject to Section 3.5, each borrowing under the Swing Line Commitment shall be in an amount equal to $250,000 500,000 or an integral a whole multiple of $100,000 in excess thereof. Upon receipt Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of any such notice from a Borrower (or the applicable Registrant)Swing Line Loans, the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each Swing Line Lender shall make available to the Administrative Agent at its office specified in Section 10.2 an amount in immediately available funds equal to the amount of the Swing Line Pro Rata Share Loan to be made by the Swing Line Lender. The Administrative Agent shall make the proceeds of such borrowing available to such Borrower, on the Borrowing Date requested by such Borrower, by transferring such amount by wire or book entry to the account of such Borrower such Swing Line Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the account of the Borrower with the Administrative Agent on such Borrowing Date in immediately available funds. (b) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf), on one Business Day's notice given by the Swing Line Lender no later than 12:00 Noon, New York City time, request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby agrees to make, a Revolving Credit Loan, in an amount equal to such Revolving Credit Lender's Revolving Credit Percentage of the aggregate amount of the Swing Line Loans (the "Refunded Swing Line Loans") outstanding on ------------------------- the date of such notice, to repay the Swing Line Lender. Each Revolving Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 10.2 in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Credit Loans shall be immediately applied by the Swing Line Lender to repay the Refunded Swing Line Loans. The Borrower irrevocably authorizes the Swing Line Lender to charge the Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full such Refunded Swing Line Loans. (c) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.7(b), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.7(b) (the "Refunding Date"), purchase for cash an undivided participating interest in -------------- an amount equal to (i) its Revolving Credit Percentage times (ii) the aggregate ----- principal amount of Swing Line Loans then outstanding which were to have been repaid with such Revolving Credit Loans (the "Swing Line Participation Amount"). ------------------------------- (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender's Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender's pro rata portion of such payment if such payment is not --- ---- sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the -------- ------- Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. (e) Each Revolving Credit Lender's obligation to make the Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever;

Procedure for Swing Line Borrowing. Refunding of Swing Line --------------------------------------------------------------- Loans. ----- Whenever a such Borrower desires that the Swing Line Lenders Bank make Swing Line Loans under Section 2.13, the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Agent Bank irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time writing (which telephonic notice must be received by the Swing Line Agent Bank not later than 4:00 P.M., New York City time, 11:00 A.M. on a Business Day on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agentborrowing date), specifying (i) the amount of each to be borrowed and (ii) the requested Swing Line Loanborrowing date (which shall be a Business Day during the Commitment Period). Each borrowing under the Swing Line Commitment shall be in an amount equal to $250,000 or an integral a whole multiple of $100,000 250,000 in excess thereof. Upon receipt Not later than 1:00 P.M. on a Business Day on the borrowing date specified in a notice in respect of any such notice from a Borrower (or the applicable Registrant)Swing Line Loans, the Swing Line Agent Bank shall promptly notify make available to the Administrative Agent thereofAgent, and at the address set forth opposite the Administrative Agent's name on the signature page hereof or at such account in London as the Administrative Agent shall promptly notify specify to such Borrower and the Banks, an amount in immediately available funds equal to the amount of the Swing Line Lenders thereofLoan to be made by the Swing Line Bank. Upon receipt The Administrative Agent shall make the proceeds of notice of a request for a such Swing Line Loan available to such Borrower on such borrowing date in immediately available funds. The Swing Line Bank, at any time and from time to time in its sole and absolute discretion may, on behalf of such Borrower (which hereby irrevocably directs the Swing Line Bank to act on its behalf), on one Business Day's notice given by the Swing Line Bank no later than 11:00 A.M. on a Business Day, request each Bank to make, and each Bank hereby agrees to make, a Loan in an amount equal to such Bank's Commitment Percentage of the aggregate amount of the Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date of such notice, to repay the Swing Line Bank. Each Bank shall make the amount of such Loan available to the Administrative Agent at the Administrative Agent's funding office in immediately available funds, not later than 1:00 on a Business Day, one Business Day after the date of such notice. The proceeds of such Loans shall be immediately made available by the Administrative Agent to the Swing Line Bank for application by the Swing Line Bank to the repayment of the Refunded Swing Line Loans. Such Borrower irrevocably authorizes the Swing Line Bank to charge such Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swing Line Loans to the extent amounts received from the Banks are not sufficient to repay in full such Refunded Swing Line Loans. If prior to the time a Loan would have otherwise been made pursuant to Section 2.6(b), one of the events described in Section 8(d) shall have occurred and be continuing with respect to such Borrower or if for any other reason, as determined by the Swing Line Bank in its sole discretion, Loans may not be made as contemplated by Section 2.6(b), each Bank shall, on the date such Loan was to have been made pursuant to the notice referred to in Section 2.6(b) (the "Refunding Date"), purchase for cash an undivided participating interest in the then outstanding Swing Line Lender shall make Loans by paying to the Swing Line Bank an amount (the "Swing Line Participation Amount") equal to (i) such Bank's Commitment Percentage times (ii) the sum of the aggregate principal amount of Swing Line Loans then outstanding which were to have been repaid with such Loans. Whenever, at any time after the Swing Line Bank has received from any Bank such Bank's Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Pro Rata Share Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank's pro rata portion of such borrowing available payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the Swing Line Bank any portion thereof previously distributed to it by the Swing Line Bank. Each Bank's obligation to make the Loans referred to in Section 2.6(b) and to purchase participating interests pursuant to Section 2.6(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or such Borrower may have against the Swing Line Bank, such Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of such Borrower, on the Borrowing Date requested ; (iv) any breach of this Agreement or any other Loan Document by such Borrower, by transferring such amount by wire any other party to this credit facility or book entry any other Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the account of such Borrower such Swing Line Loan in immediately available fundsforegoing.

Procedure for Swing Line Borrowing. REFUNDING OF SWING LINE LOANS. (a) Whenever a the Borrower desires that the Swing Line Lenders Lender make Swing Line Loans under Section 2.13, the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Agent Lender irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time writing (which telephonic notice must be received by the Swing Line Agent Lender not later than 4:00 1:00 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agent), specifying (i) the amount of each to be borrowed and (ii) the requested Swing Line LoanBorrowing Date (which shall be a Business Day during the Revolving Credit Commitment Period). Each borrowing under the Swing Line Commitment shall be in an amount equal to $250,000 or an integral a $100,000 multiple of $100,000 in excess thereof. Upon receipt Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of any such notice from a Borrower (or the applicable Registrant)Swing Line Loans, the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each Swing Line Lender shall make its available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swing Line Pro Rata Share Loan to be made by the Swing Line Lender. The Administrative Agent shall make the proceeds of such borrowing available to such Borrower, on the Borrowing Date requested by such Borrower, by transferring such amount by wire or book entry to the account of such Borrower such Swing Line Loan available to the Borrower on such Borrowing Date in immediately available funds. (b) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf), on one Business Day's notice given by the Swing Line Lender no later than 1:00 P.M., New York City time to the Revolving Credit Lenders and the Borrower, request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby agrees to make, a Revolving Credit Loan, in an amount equal to such Revolving Credit Lender's Revolving Credit Percentage of the aggregate amount of the Swing Line Loans (the "REFUNDED SWING LINE LOANS") outstanding on the date of such notice, to repay the Swing Line Lender. Each Revolving Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Credit Loans shall be immediately made available by the Administrative Agent to the Swing Line Lender for application by the Swing Line Lender to the repayment of the Refunded Swing Line Loans. The Borrower irrevocably authorizes the Swing Line Lender to charge the Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full such Refunded Swing Line Loans and the Administrative Agent agrees to promptly notify the Borrower after any such charge, PROVIDED that the failure to give such notice shall not affect the validity of such charge and payment. (c) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.7(b), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.7(b) (the "REFUNDING DATE"), purchase for cash an undivided participating interest in the then outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the "SWING LINE PARTICIPATION AMOUNT") equal to (i) such Revolving Credit Lender's Revolving Credit Percentage TIMES (ii) the sum of the aggregate principal amount of Swing Line Loans then outstanding which were to have been repaid with such Revolving Credit Loans. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender's Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Revolving Credit Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Revolving Credit Lender's PRO RATA portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); PROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. (e) Each Revolving Credit Lender's obligation to make the Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Credit Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) If the Issuing Lender notifies the Borrower of a draft presented under any Letter of Credit (and paid by the Issuing Lender) after 1:00 PM on any given day, the Swing Line Lender will use commercially reasonable efforts to fund a Swing Line Loan on such day.

Procedure for Swing Line Borrowing. Whenever a (a) The Borrower desires that may borrow under the Swing Line Lenders make Swing Line Loans under Section 2.13Commitment during the Revolving Credit Commitment Period on any Business Day, provided that the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Lender and the Administrative Agent irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time (which telephonic notice must be received by the Swing Line Agent not later than 4:00 P.M.Lender prior to 11:00 A.M., New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in an aggregate minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender by 12:00 Noon, New York City time, on the proposed Borrowing DateDate by crediting the account of the Borrower at such office with such proceeds. The Borrower may at any time and from time to time prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 11:00 A.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) The Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) and on the earlier of (i) the fifth Business Day following the Borrowing Date with respect to any Swing Line Loan or (ii) on the date on which the Revolving Credit Commitments shall terminate pursuant to Section 9, request each Lender (including the Swing Line Lender) to make a Revolving Credit Loan (which shall be an ABR Loan, unless the Borrower notified the Administrative Agent pursuant to subsection 3.2 that such Revolving Credit Loans shall be Eurodollar Loans) in an amount equal to such Lender's Revolving Credit Commitment Percentage of the principal amount of such Swing Line Loan. Unless any of the events described in paragraph (f) of Section 9 shall have occurred with respect to the Borrower (in which event the procedures of paragraph (d) of this subsection 3.22 shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent's office specified in or pursuant to subsection 11.2 prior to 11:00 A.M., New York City time, in funds immediately available in Dollars on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the relevant Swing Line Loan. Effective on the day such Revolving Credit Loans are made, the relevant Swing Line Loan so paid shall no longer be outstanding as a Swing Line Loan and shall no longer be due under the Swing Line Note. The Borrower authorizes the Swing Line Lender to charge the Borrower's accounts with the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the amount of its outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (c) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not make any Swing Line Loans if the Swing Line Lender has received written notice that the conditions set forth in subsection 6.2 have not been satisfied in connection with the making of such Swing Line Loans. (d) If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of subsection 3.22 one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing with respect to the Borrower, each Lender will, on the date such Revolving Credit Loan was to have been made pursuant to the notice in subsection 3.22, purchase an undivided participating 57 interest in the outstanding Swing Line Loans in an amount equal to (i) its Revolving Credit Commitment Percentage times (ii) the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation, and upon receipt thereof the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after any Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which written confirmation must be such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory Lender is required to be returned, such Lender will return to the Swing Line Agent), specifying the amount of each requested Swing Line Loan. Each borrowing under Lender any portion thereof previously distributed by the Swing Line Commitment Lender to it. (f) Each Lender's obligation to make the Revolving Credit Loans referred to in subsection 3.22(b) and to purchase participating interests pursuant to subsection 3.22(d) shall be in an amount equal to $250,000 absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or an integral multiple of $100,000 in excess thereof. Upon receipt of any other right which such notice from a Borrower (Lender or the applicable Registrant), Borrower may have against the Swing Line Agent shall promptly notify Lender, the Administrative Agent thereofBorrower or any other Person for any reason whatsoever, and (ii) the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice occurrence or continuance of a request for a Swing Line Loan from Default or an Event of Default, (iii) any adverse change in the Administrative Agent, each Swing Line Lender shall make its Swing Line Pro Rata Share condition (financial or otherwise) of such borrowing available to such the Borrower, on (iv) any breach of this Agreement or any other Loan Document by the Borrowing Date requested by such Borrower, by transferring such amount by wire any Subsidiary or book entry any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the account of such Borrower such Swing Line Loan in immediately available fundsforegoing.

Procedure for Swing Line Borrowing. Whenever a (a) Each Parent Borrower desires that may borrow under the Swing Line Lenders make Swing Line Loans under Section 2.13Commitment during the Revolving Commitment Period on any Business Day, the provided that such Parent Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Lender and the Administrative Agent 40 34 irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time (which telephonic notice must be received by the Swing Line Lender prior to 10:00 A.M., San Francisco time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in an aggregate minimum amount of $500,000 or a whole multiple of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the relevant Parent Borrower at the office of the Swing Line Lender by 12:00 Noon (San Francisco time) on the Borrowing Date by crediting the account of such Parent Borrower at such office with such proceeds. The Parent Borrowers may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 11:00 A.M. (San Francisco time) on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $500,000 or a whole multiple of $50,000 in excess thereof. (b) The Swing Line Lender, at any time in its sole and absolute discretion may, on behalf of the Parent Borrowers (which hereby irrevocably direct the Swing Line Lender to act on their behalf) request each Revolving Lender (including the Swing Line Lender) to make a Revolving Loan (which shall be a Base Rate Loan) in an amount equal to such Revolving Lender's Revolving Commitment Percentage of the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given (the "Outstanding Swing Line Loans"). Unless any of the events described in paragraph (f) of Section 10 shall have occurred with respect to a Parent Borrower (in which event the procedures of paragraph (d) of this subsection 3.11 shall apply) each Revolving Lender shall make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent's Payment Office prior to 11:00 A.M. (San Francisco time) in funds immediately available in Dollars on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. Each Parent Borrower authorizes the Swing Line Lender to charge such Parent Borrower's accounts with the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the amount of its outstanding Swing Line Loans to the extent amounts received from the Revolving Lenders are not later than 4:00 P.M.sufficient to repay in full such outstanding Swing Line Loans. (c) Notwithstanding anything herein to the contrary, New York City timethe Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsection 7.3 have not been satisfied. (d) If prior to the making of a Revolving Loan pursuant to paragraph (b) of subsection 3.12 one of the events described in paragraph (f) of Section 10 shall have occurred and be continuing with respect to a Parent Borrower, each Revolving Lender will, on the proposed Borrowing Datedate such Revolving Loan was to have been made pursuant to the notice in subsection 3.12, purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to (i) its Revolving Commitment Percentage times (ii) the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation, and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after any Revolving Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Revolving Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which written confirmation must be such Revolving Lender's participating interest was outstanding and funded); provided, however, that in the 41 35 event that such payment received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory Lender is required to be returned, such Lender will return to the Swing Line Agent), specifying the amount of each requested Swing Line Loan. Each borrowing under Lender any portion thereof previously distributed by the Swing Line Commitment Lender to it. (f) Each Revolving Lender's obligation to make the Revolving Loans referred to in subsection 3.12(b) and to purchase participating interests pursuant to subsection 3.12(d) shall be in an amount equal to $250,000 absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or an integral multiple of $100,000 in excess thereof. Upon receipt of any other right which such notice from a Borrower (Revolving Lender or the applicable Registrant), Parent Borrowers may have against the Swing Line Agent shall promptly notify Lender, the Administrative Agent thereofParent Borrowers or any other Person for any reason whatsoever, and (ii) the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice occurrence or continuance of a request for Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of a Swing Line Loan from the Administrative Agent, each Swing Line Lender shall make its Swing Line Pro Rata Share of such borrowing available to such Parent Borrower, on the Borrowing Date requested (iv) any breach of this Agreement or any other Loan Document by such a Parent Borrower, by transferring such amount by wire any Subsidiary or book entry any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the account of such Borrower such Swing Line Loan in immediately available fundsforegoing.

Procedure for Swing Line Borrowing. Whenever a (a) The Borrower desires that may borrow under the Swing Line Lenders make Swing Line Loans under Section 2.13Commitment during the Revolving Credit Commitment Period on any Business Day, provided that the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Lender and the Administrative Agent irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time (which telephonic notice must be received by the Swing Line Agent not later than 4:00 Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in an aggregate minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender by 1:00 P.M., New York City time, on the proposed Borrowing DateDate by crediting the account of the Borrower at such office with such proceeds. The Borrower may at any time and from time to time prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) The Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) and on the earlier of (i) the fifth Business Day following the Borrowing Date with respect to any Swing Line Loan or (ii) on the date on which the Revolving Credit Commitments shall terminate pursuant to Section 8, request each Lender (including the Swing Line Lender) to make a Revolving Credit Loan (which shall be an ABR Loan, unless the Borrower notified the Administrative Agent pursuant to subsection 2.2 that such Revolving Credit Loans shall be Eurodollar Loans) in an amount equal to such Lendxx'x Xevolving Credit Commitment Percentage of the principal amount of such Swing Line Loan. Unless any of the events described in paragraph (f) of Section 8 shall have occurred with respect to the Borrower (in which event the procedures of paragraph (d) of this subsection 2.19 shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent's office specified in or pursuant to subsection 11.2 prior to 11:00 A.M., New York City time, in funds immediately available in Dollars on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the relevant Swing Line Loan. Effective on the day such Revolving Credit Loans are made, the relevant Swing Line Loan so paid shall no longer be outstanding as a Swing Line Loan and shall no longer be due under the Swing Line Note. The Borrower authorizes the Swing Line Lender to charge the Borrower's accounts with the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the amount of its outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (c) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not make any Swing Line Loans if the Swing Line Lender has received written notice that the conditions set forth in subsection 5.2 have not been satisfied in connection with the making of such Swing Line Loans. (d) If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of subsection 2.19 one of the events described in paragraph (f) of Section 8 shall have occurred and be continuing with respect to the Borrower, each Lender will, on the date such Revolving Credit Loan was to have been made pursuant to the notice in subsection 2.19, purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to (i) its Revolving Credit Commitment Percentage times (ii) the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation, and upon receipt thereof the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after any Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which written confirmation must be such Lendxx'x xarticipating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory Lender is required to be returned, such Lender will return to the Swing Line Agent), specifying the amount of each requested Swing Line Loan. Each borrowing under Lender any portion thereof previously distributed by the Swing Line Commitment Lender to it. (f) Each Lender's obligation to make the Revolving Credit Loans referred to in subsection 2.19(b) and to purchase participating interests pursuant to subsection 2.19(d) shall be in an amount equal to $250,000 absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or an integral multiple of $100,000 in excess thereof. Upon receipt of any other right which such notice from a Borrower (Lender or the applicable Registrant), Borrower may have against the Swing Line Agent shall promptly notify Lender, the Administrative Agent thereofBorrower or any other Person for any reason whatsoever, and (ii) the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice occurrence or continuance of a request for a Swing Line Loan from Default or an Event of Default, (iii) any adverse change in the Administrative Agent, each Swing Line Lender shall make its Swing Line Pro Rata Share condition (financial or otherwise) of such borrowing available to such the Borrower, on (iv) any breach of this Agreement or any other Loan Document by the Borrowing Date requested by such Borrower, by transferring such amount by wire any Subsidiary or book entry any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the account of such Borrower such Swing Line Loan in immediately available fundsforegoing.

Procedure for Swing Line Borrowing. Refunding of Swing line Loans. (a) Whenever a Borrower desires that the Swing Line Lenders line Lender make Swing Line line Loans under Section 2.13, the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Agent line Lender irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time writing (which telephonic notice must be received by the Swing Line Agent line Lender not later than 4:00 1:00 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agent), specifying (i) the amount of each to be borrowed and (ii) the requested Swing Line LoanBorrowing Date (which shall be a Business Day during the Revolving Commitment Period). Each borrowing under the Swing Line line Commitment shall be in an amount equal to $250,000 500,000 or an integral a whole multiple of $100,000 in excess thereof. Upon receipt of any such notice from a Borrower (or the applicable Registrant)Not later than 3:00 P.M., the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each Swing Line Lender shall make its Swing Line Pro Rata Share of such borrowing available to such BorrowerNew York City time, on the Borrowing Date requested specified in a notice in respect of Swing line Loans, the Swing line Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swing line Loan to be made by the Swing line Lender. The Administrative Agent shall make the proceeds of such Borrower, Swing line Loan available to the applicable Borrower on such Borrowing Date by transferring depositing such amount by wire or book entry to proceeds in the account of such Borrower with the Administrative Agent on such Swing Line Loan Borrowing Date in immediately available funds. (b) The Swing line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrowers (which hereby irrevocably direct the Swing line Lender to act on its behalf), on one Business Days’ notice given by the Swing line Lender no later than 12:00 Noon, New York City time, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swing line Loans (the “Refunded Swing line Loans”) outstanding on the date of such notice, to repay the Swing line Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swing line Lender for application by the Swing line Lender to the repayment of the Refunded Swing line Loans. The Borrowers irrevocably authorize the Swing line Lender to charge the Borrowers’ accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swing line Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swing line Loans. (c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.4(b), one of the events described in Section 8(f) shall have occurred and be continuing with respect to any Borrower or if for any other reason, as determined by the Swing line Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.4(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.4(b), purchase for cash an undivided participating interest in the then outstanding Swing line Loans by paying to the Swing line Lender an amount (the “Swing line Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii) the sum of the aggregate principal amount of Swing line Loans then outstanding that were to have been repaid with such Revolving Loans. (d) Whenever, at any time after the Swing line Lender has received from any Revolving Lender such Lender’s Swing line Participation Amount, the Swing line Lender receives any payment on account of the Swing line Loans, the Swing line Lender will distribute to such Lender its Swing line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing line Loans then due); provided, however, that in the event that such payment received by the Swing line Lender is required to be returned, such Revolving Lender will return to the Swing line Lender any portion thereof previously distributed to it by the Swing line Lender. (e) Each Revolving Lender’s obligation to make the Loans referred to in Section 2.4(b) and to purchase participating interests pursuant to Section 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or any Borrower may have against the Swing line Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Revolving Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Procedure for Swing Line Borrowing. Refunding of Swing Line ----------------------------------------------------------- Loans. (a) Whenever a the Borrower desires that the Swing Line Lenders Lender make Swing Line Loans under Section 2.13, the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Agent Lender irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time writing (which telephonic notice must be received by the Swing Line Agent Lender not later than 4:00 1:30 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agent), specifying (i) the amount of each to be borrowed, (ii) the account to which such amount should be transferred and (iii) the requested Swing Line LoanBorrowing Date (which shall be a Business Day during the Revolving Credit Commitment Period). Each borrowing under the Swing Line Commitment shall be in a minimum amount equal to $50,000. Not later than 4:30 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swing Line Loans, the Swing Line Lender shall make available to the Administrative Agent at the Funding Office an amount in Dollars and in immediately available funds equal to the amount of the Swing Line Loan to be made by the Swing Line Lender. The Administrative Agent shall make the proceeds of such Swing Line Loan available to the Borrower on such Borrowing Date by transferring such proceeds to the account of the Borrower specified by the Borrower on such Borrowing Date in immediately available funds. (b) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf), on one Business Day's notice to the Administrative Agent given by the Swing Line Lender no later than 12:00 Noon, New York City time, request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby severally agrees to make, a Revolving Credit Loan, in an amount equal to $250,000 or an integral multiple such Revolving Credit Lender's Revolving Credit Percentage of $100,000 in excess thereofthe aggregate amount of the Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date of such notice, to repay ------------------------- the Swing Line Lender. Upon receipt of any such notice from a Borrower (or the applicable Registrant), the Swing Line Agent shall promptly notify the Administrative Agent thereofLender, and the Administrative Agent shall promptly notify the Swing Line Revolving Credit Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each Swing Line Each Revolving Credit Lender shall make its Swing Line Pro Rata Share the amount of such borrowing Revolving Credit Loan available to such Borrower, on the Borrowing Date requested by such Borrower, by transferring such amount by wire or book entry to Administrative Agent at the account of such Borrower such Swing Line Loan Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Credit Loans shall be immediately made available by the Administrative Agent to the Swing Line Lender for application by the Swing Line Lender to the repayment of the Refunded Swing Line Loans. (c) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.7(b), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.7(b) (the "Refunding Date"), purchase for cash an undivided participating interest in -------------- the then outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the "Swing Line Participation Amount") equal to (i) such Revolving ------------------------------- Credit Lender's Revolving Credit Percentage times (ii) the sum of the aggregate ----- principal amount of Swing Line Loans then outstanding which were to have been repaid with such Revolving Credit Loans. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender's Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender's pro rata portion of such payment if such payment is not --- ---- sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the -------- ------- Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. (e) Each Revolving Credit Lender's obligation to make the Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 2.5 or 5; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Credit Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Procedure for Swing Line Borrowing. Refunding of Swing Line Loans. (a) Whenever a either Borrower desires that the Swing Line Lenders Lender make Swing Line Loans under Section 2.13, the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Agent Lender irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time writing (which telephonic notice must be received by the Swing Line Agent Lender not later than 4:00 2:00 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agent), specifying (i) the amount of each to be borrowed and (ii) the requested Swing Line LoanBorrowing Date (which shall be a Business Day during the Revolving Credit Commitment Period). Each borrowing under the Swing Line Commitment shall be in an amount equal to $250,000 500,000 or an integral a whole multiple of $100,000 in excess thereof. Upon receipt Not later than 4:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of any such notice from a Borrower (or the applicable Registrant)Swing Line Loans, the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each Swing Line Lender shall make available to the Administrative Agent at its office specified in Section 11.2 an amount in immediately available funds equal to the amount of the Swing Line Pro Rata Share Loan to be made by the Swing Line Lender. The Administrative Agent shall make the proceeds of such borrowing Swing Line Loan available to the relevant Borrower on such Borrower, on the Borrowing Date requested by depositing such Borrower, by transferring such amount by wire or book entry to proceeds in the account of such Borrower with the Administrative Agent on such Swing Line Loan Borrowing Date in immediately available funds. (b) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrowers (which hereby irrevocably directs the Swing Line Lender to act on its behalf), on notice given by the Swing Line Lender no later than 2:00 P.M., New York City time, on the requested Borrowing Date, request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby agrees to make,

Procedure for Swing Line Borrowing. Interest on Swing Line Loans. Whenever a Borrower desires the Borrowers desire that the Swing Line Lenders Lender make Swing Line Loans under Section 2.132.18, the Borrower (or the applicable Registrant of which it is a series) American Ski shall give the Swing Line Agent Lender irrevocable telephonic notice confirmed promptly in writing, writing by facsimile delivery of a Notice of Revolving Credit or other mutually acceptable electronic transmission medium, to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Agent from time to time Borrowing (which telephonic notice must be received by the Swing Line Agent Lender not later than 4:00 1:00 P.M., New York City Boston time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agentborrowing date), specifying (a) the amount of each requested Swing Line Loan. Each borrowing under the Swing Line Commitment shall to be in an amount equal to $250,000 or an integral multiple of $100,000 in excess thereof. Upon receipt of any borrowed, (b) whether such notice from a Borrower (or the applicable Registrant), the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from is requested to be a Money Market Loan or a Base Rate Loan and (c) the Administrative Agentrequested borrowing date (which shall be a Business Day prior to the Revolving Credit Termination Date); and not later than 3:00 P.M., each Boston time, on the borrowing date specified in the notice in respect of Swing Line Loans, the Swing Line Lender shall make its Swing Line Pro Rata Share the proceeds of such borrowing available to such Borrower, on the Borrowing Date requested by such Borrower, by transferring such amount by wire or book entry to the account of such Borrower such Swing Line Loan available to American Ski, as agent for the Borrowers on such borrowing date in immediately available fundsaccordance with the instructions of ASC East; provided, however, that the provisions of the cash management arrangements between the Borrowers and the Swing Line Lender, including any provisions relating to automatic Swing Line Loans to fund daily disbursements under a Borrower's controlled disbursement account shall supersede the foregoing requirements. The Borrowers, jointly and severally, shall pay interest on the unpaid balance of the Swing Line Loans from time to time outstanding at a per annum rate equal to the Applicable Base Rate or the Money Market Rate as agreed to by the Swing Line Lender and the Borrower at the time of making the Swing Line Loan. Interest on the Swing Line Loans shall be payable quarterly in arrears on the first day of the month following the end of each fiscal quarter, commencing November 1, 1999 and continuing until all of the Indebtedness of the Borrowers to the Swing Line Lender hereunder shall have been paid in full.

Procedure for Swing Line Borrowing. Refunding of Swing Line Loans. (a) Whenever a the U.S. Borrower desires that the U.S. Swing Line Lenders Lender make U.S. Swing Line Loans under Section 2.13, the U.S. Borrower (or the applicable Registrant of which it is a series) shall give the U.S. Swing Line Agent Lender irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, writing with a copy to the attention of: JPMORGAN CHASE BANK, N.A. 500 Xxxxxxx Xxxxxxxxxx Xx. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Attention: Axxxxx Xxxxxx Tel: 300-000-0000 Fax: 300-000-0000 Email: Axxxxx.Xxxxxx@xxxxx.xxx or such other person or persons which may be designated by the Swing Line Administrative Agent from time to time (which telephonic notice must be received by the U.S. Swing Line Agent Lender not later than 4:00 1:00 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agent), specifying (i) the amount of each to be borrowed and (ii) the requested Swing Line LoanBorrowing Date (which shall be a Business Day during the Revolving Commitment Period). Each borrowing under the U.S. Swing Line Sub-Commitment shall be in an amount equal to $250,000 500,000 or an integral a whole multiple of $100,000 in excess thereof. Upon receipt Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of any such notice from a Borrower (or the applicable Registrant)U.S. Swing Line Loans, the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each U.S. Swing Line Lender shall make its Swing Line Pro Rata Share of such borrowing available to such Borrower, on the Borrowing Date requested by such Borrower, by transferring such Administrative Agent at the Funding Office an amount by wire or book entry in immediately available funds equal to the account amount of such Borrower such the U.S. Swing Line Loan to be made by the U.S. Swing Line Lender. The Administrative Agent shall make the proceeds of such U.S. Swing Line Loan available to the U.S. Borrower on such Borrowing Date by depositing such proceeds in an account of the U.S. Borrower with the Administrative Agent on such Borrowing Date in immediately available funds. (b) The U.S. Swing Line Lender, at any time and from time to time in its sole and absolute discretion may (and on the Swing Line Loan Maturity Date, shall), on behalf of the U.S. Borrower (which hereby irrevocably directs the U.S. Swing Line Lender to act on its behalf), on one Business Day's notice given by the U.S. Swing Line Lender to the Administrative Agent no later than 12:00 Noon, New York City time, request each U.S. Revolving Lender to make, and each U.S. Revolving Lender hereby agrees to make, a U.S. Revolving Loan (which shall initially be a Base Rate Loan), in an amount equal to such U.S. Revolving Lender's U.S. Revolving Credit Percentage of the aggregate amount of the U.S. Swing Line Loans (the "U.S. Refunded Swing Line Loans") outstanding on the date of such notice, to repay the U.S. Swing Line Lender. Each U.S. Revolving Lender shall make the amount of such U.S. Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such U.S. Revolving Loans shall be immediately made available by the Administrative Agent to the U.S. Swing Line Lender for application by the U.S. Swing Line Lender to the repayment