Common use of Swing Line Commitment Clause in Contracts

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, JPMCB agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00030,000,000; provided that at no Swing Line Loan time may be made if the sum of the aggregate outstanding principal amount of the Swing Line Loans to be made would and the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by the Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All The Swing Line Loans (1) shall be made as Alternate Base Rate ABR Loans, (2) and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender JPMCB irrevocable notice (which notice must be received by the Swing Line Lender JPMCB prior to 3:00 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate the minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer JPMCB to the account(s) designated Borrower by crediting the account of the Borrower in the applicable borrowing noticeat JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.33.2. (b) The Swing Line Lender JPMCB at any time in its sole and absolute discretion may, and on the fifteenth thirtieth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender JPMCB to act on its behalf) ), request each Revolving Credit Lender, including the Swing Line LenderJPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (fSection 9(f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph clause (c) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender JPMCB for the account of the Swing Line Lender JPMCB at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) JPMCB located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph clause (b) of this subsection 3.4, one of the events described in paragraph (fSection 9(f) of Section 9 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoanLoans. Each such Lender will immediately transfer to the Swing Line Lender JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender JPMCB has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded Swing Line Loan, the Swing Line Lender JPMCB receives any payment on account thereof, the Swing Line Lender JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided thatprovided, however, that in the event that such payment received by the Swing Line Lender JPMCB is required to be returned, such Lender will return to the Swing Line Lender JPMCB any portion thereof previously distributed by the Swing Line Lender JPMCB to it in like funds as such payment is required to be returned by the Swing Line LenderJPMCB. (e) The obligation If the maturity date shall have occurred in respect of each any tranche of Revolving Credit Lender Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to purchase participating interests the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to subsection 3.4(c) shall be absolute the relevant Extended Revolving Credit Commitments, and unconditional and such Swing Line Loans shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which so required to be repaid in full on such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingearliest maturity date.

Swing Line Commitment. (a) Subject During the Swing Line Commitment Period, subject to the terms and conditions hereof, the each Swing Line Lender severally agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuingfrom time to time, to make swing line loans (individuallySwing Line Loans in Dollars to the US Borrower in the aggregate amount up to but not exceeding its Swing Line Commitment; provided that, a “after giving effect to the making of any Swing Line Loan”; collectively, in no event shall (i) the “Swing Line Loans”Total Revolving Exposure at such time exceed the Total Revolving Commitments then in effect, (ii) to Borrower any Revolving Lender’s Revolving Exposure at any such time and from time to time during the exceed such Revolving Credit Lender’s Revolving Commitment Period then in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no Swing Line Loan may be made if effect, (iii) the aggregate principal amount of outstanding Swing Line Loans made by any Swing Line Lender at such time exceed such Swing Line Lender’s Swing Line Commitment then in effect or (iv) any Swing Line Lender’s Revolving Exposure at such time exceed such Swing Line Lender’s Revolving Commitment then in effect. Each Swing Line Loan shall be made as part of a Borrowing consisting of Swing Line Loans made by the Swing Line Lenders ratably in accordance with their respective Swing Line Commitments. The failure of any Swing Line Lender to make any Swing Line Loan required to be made by it shall not relieve any other Swing Line Lender of its obligations hereunder; provided that the Swing Line Commitments of the Swing Line Lenders are several and no Swing Line Lender shall be responsible for any other Swing Line Lender’s failure to make Swing Line Loans as required. Each Swing Line Lender’s Swing Line Commitment shall expire at the end of the Swing Line Commitment Period and all other amounts owed hereunder with respect to the Swing Line Loans to shall be made would exceed paid in full no later than such date. Within the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, foregoing limits and subject to the limitation stated terms and conditions set forth herein, without prior notice andduring the Swing Line Commitment Period, through but excluding the Revolving Credit Termination DateUS Borrower may borrow, reborrowed. All prepay and reborrow Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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 amount2.06. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in Dollars to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; the lesser of the amount of such Swing Line Lender’s Swing Line Commitment and the amount of such Swing Line Lender’s Commitment, provided that no Swing Line Loan may be made if (i) the aggregate principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time, (ii) the aggregate principal amount of Revolving Credit Loans of such Lender outstanding at any time, when added to such Lender’s Swing Line Exposure (including, as applicable, in its capacity as Swing Line Lender) shall not exceed the aggregate amount of the Commitment of such Lender at such time and (iii) the aggregate principal amount of all Swing Line Loans outstanding at any one time shall not exceed $2,000,000,000. If the aggregate amount of all Swing Line Commitments is at any time less than $2,000,000,000 (such shortfall, the “Swing Line Commitment Shortfall”), the Company may designate one or more of the other existing Lenders as Swing Line Lenders (it being understood that the Swing Line Commitments of any such Lender may, at the option of such Lender, exceed its Commitment), having Swing Line Commitments in an aggregate amount not exceeding the Swing Line Commitment Shortfall; provided that no Lender may be so designated unless it agrees in its sole discretion to act in such capacity. The Swing Line Commitment of each Swing Line Lender (unless otherwise agreed by such Swing Line Lender) shall be reduced as follows: (x) upon any reduction of the Commitment of any Lender that is also a Swing Line Lender pursuant to Section 2.4, the Swing Line Commitment of such Swing Line Lender shall be reduced by the same proportion as such Commitment is so reduced and (y) upon any assignment by such Swing Line Lender of all or any portion of its Swing Line Commitment pursuant to subsection 9.6(c) and the assumption by the relevant assignee of the amount of such Swing Line Commitment so assigned, the Swing Line Commitment of such Swing Line Lender shall be reduced by the amount of its Swing Line Commitment so assigned. During the Commitment Period, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans to be made would exceed in whole or in part, and reborrowing, all in accordance with the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowedterms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) bear interest based upon the ABR and shall not be entitled to be converted into Eurodollar Loans and loans that bear interest at any other rate. The Company shall either (3x) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the relevant Swing Line Lender (with a copy to the Managing Administrative Agent) irrevocable notice substantially in the form of Exhibit L (which notice must be received by the Swing Line Lender prior to 3:00 p.m.) 4:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The ), or (y) if there are eight or fewer Swing Line Lenders, give such notice to the Managing Administrative Agent (which notice must be received by the Managing Administrative Agent prior to 4:00 P.M., New York City time, on the requested Borrowing Date) and the Managing Administrative Agent will provide a copy of such notice to each Swing Line Lender shallprior to 5:00 P.M, before 5:00 p.m. New York City time, on such the requested Borrowing Date, make available to and, in the Administrative Agent for the account case of Borrower in same day fundsthis clause (y), the proceeds of such each Swing Line LoansLender shall be obligated to make a Swing Line Loan in an amount equal to its pro rata share, determined on the basis of the respective unused Swing Line Commitments of the Swing Line Lenders, of the requested amount set forth in such notice. The proceeds of each the Swing Line Loan will be made available by the each applicable Swing Line Lender to Borrower in immediately available funds to be delivered the Company at the office of each applicable Swing Line Lender by wire transfer to 5:00 P.M., New York City time, on the account(s) designated Borrowing Date by Borrower in crediting the applicable borrowing noticeaccount of the Company at such office with such proceeds. The proceeds of Company may, at any time and from time to time, prepay the Swing Line Loans may of any Swing Line Lender, in whole or in part, without premium or penalty, by notifying such Swing Line Lender prior to 4:00 P.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 used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof. (b) The Company hereby unconditionally promises to pay to the Managing Administrative Agent for the account of each Swing Line Lender the unpaid principal amount of each Swing Line Loan of such Swing Line Lender on the Revolving Credit Termination Date (or such earlier date on which the Swing Line Loans become due and payable pursuant to Section 7). The Swing Line Loans shall, at the request of any Swing Line Lender, be evidenced by and repayable with interest in accordance with a promissory note of the Company substantially in the form of Exhibit B to this Agreement, with appropriate insertions (a “Swing Line Note”), payable to such Swing Line Lender and representing the obligation of the Company to pay the amount of the Swing Line Commitment of such Swing Ling Lender or, if less, the unpaid principal amount of the Swing Line Loans owing to such Swing Line Lender, with interest thereon as prescribed in Section 2.9. Each Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan made by such Swing Line Lender and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note of such Swing Line Lender and any such recordation shall constitute conclusive evidence (absent manifest error) of the accuracy of the information so recorded, provided that the failure by such Swing Line Lender to make any such recordation shall not affect any of the obligations of the Company under such Swing Line Note or this Agreement. Each Swing Line Note shall (a) be dated the Third Restatement Effective Date, (b) be stated to mature on the Revolving Credit Termination Date and (c) bear interest for the period from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, Section 2.9. (a) Any Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower the Company (which hereby irrevocably directs the each Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the each Swing Line Lender, to make a Revolving Credit Loan that shall be initially an ABR Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded of such Swing Line Loans”) Lender outstanding on the date such notice is givengiven (the “Outstanding Swing Line Loans”). Unless any of the events described in paragraph (f) of Section 9 7 shall have occurred and be continuing with respect to the Company (in which event the procedures of paragraph (ce) of this subsection 3.4 Section shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender Managing Administrative Agent for the account of the such Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) Managing Administrative Agent’s Account prior to 12:00 noon Noon, New York City time, in funds immediately available 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 Refunded such outstanding Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under each Swing Line Note of such Swing Line Lender and shall be evidenced as provided in subsection 2.5(b). (b) Notwithstanding anything herein to the contrary, no Swing Line Lender shall be obligated to make any Swing Line Loans if the conditions set forth in Section 4.2 have not been satisfied. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (bsubsection 2.13(c) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 7 shall have occurred and be continuingcontinuing with respect to the Company, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been mademade pursuant to the notice in subsection 2.13(c), purchase an undivided participating interest in the Refunded each Outstanding Swing Line Loan in an amount equal to (i) its Revolving Credit Commitment Percentage times (ii) the principal amount of such Refunded Swing Line LoanLoan then outstanding. Each such Lender will immediately transfer to the relevant Swing Line Lender Lender, in immediately available funds, the amount of its participation participation, and upon receipt thereof the such 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. (d) Whenever, at any time after the Swing Line any Lender has received from any Revolving Credit Lender such Lender’s purchased a participating interest in a Refunded Swing Line LoanLoan of any Swing Line Lender, the such Swing Line Lender receives any payment on account thereof, the such 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 such Lender’s participating interest was outstanding and funded) in like funds as received); provided thatprovided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the such Swing Line Lender any portion thereof previously distributed by the such Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lenderit. (e) The Each Lender’s obligation of each to make the Revolving Credit Lender Loans referred to in subsection 2.13(c) and to purchase participating interests pursuant to subsection 3.4(c2.13(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Company may have against the any Swing Line Lender, the Company, any Subsidiary Borrower or any other Person for any reason whatsoever; , (ii) the occurrence or continuance of a Default or an Event of DefaultDefault or termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of Borrowerthe Company; (iv) any breach of this Agreement or any other Loan Document by Borrower the Company, any Subsidiary or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) If a Lender becomes, and during the period it remains, a Defaulting Lender, any Swing Line Lender may, upon prior written notice to the Company and the Managing Administrative Agent, resign as a Swing Line Lender, effective at the close of business New York time on a date specified in such notice (which date may not be less than three Business Days after the date of such notice); provided that (i) no Swing Line Lender may so resign unless both (x) such Defaulting Lender’s Swing Line Exposure cannot be fully reallocated under Section 2.21(c)(i) and (y) the Company fails to comply with its obligations under Section 2.21(c)(ii) and (ii) such resignation by a Swing Line Lender will have no effect on its rights in respect of any outstanding Swing Line Loans or on the obligations of the Company, any Lender or any other Swing Line Lender under this Agreement with respect to any such outstanding Swing Line Loans.

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, each of the Swing Line Lender agreesLenders agrees that, so long as during the Administrative Agent has not received notice that an Event U.S. Revolving Credit Commitment Period, it will make available to the U.S. Borrower in the form of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") a portion of the credit otherwise ---------------- available to the U.S. Borrower at any time and from time to time during under the U.S. Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Commitments; provided that no Swing Line Loan may be made if (i) the aggregate principal amount of Swing Line Loans outstanding -------- at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to when aggregated with the limitation stated herein, without prior notice and, through but excluding the Swing Line Lender's other outstanding U.S. Revolving Credit Termination DateLoans hereunder, reborrowed. All may exceed the Swing Line Commitment then in effect or such Swing Line Lender's U.S. Revolving Credit Commitment then in effect), (ii) all requests for Swing Line Loans (1) by the U.S. Borrower shall be made to Comerica Bank as Alternate Base Rate Loans, Swing Line Lender until the aggregate principal amount of Swing Line Loans made by Comerica Bank and outstanding at any time shall equal $7,000,000 (2or such higher amount (not to exceed $10,000,000) as Comerica Bank and the Borrower may agree with prior written notice to the General Administrative Agent) and (iii) the U.S. Borrower shall not be entitled to be converted into Eurodollar Loans request, and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the shall not make, any Swing Line Lender prior Loan unless, after giving effect to 3:00 p.m.) on the requested Borrowing Date specifying the amount making of each requested such Swing Line Loan, which shall (A) the Available U.S. Revolving Credit Commitment of each U.S. Credit Lender would be in an aggregate minimum amount equal to greater than zero, and (B) the Aggregate U.S. Revolving Extensions of $250,000 or a whole multiple Credit would not exceed the Borrowing Base of $50,000 in excess thereofthe U.S. Borrower. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to During the Administrative Agent for the account of Borrower in same day fundsU.S. Revolving Credit Commitment Period, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by U.S. Borrower may use the Swing Line Lender to Borrower Commitment by borrowing, repaying and reborrowing, all in immediately available funds to be delivered by wire transfer to accordance with the account(s) designated by Borrower in the applicable borrowing noticeterms and conditions hereof. The proceeds of Swing Line Loans may shall be used solely for the purposes referred to denominated in subsection 3.3U.S. Dollars and shall be U.S. Base Rate Loans only. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of U.S. Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the shall repay all outstanding Swing Line Loans (on the “Refunded U.S. Revolving Credit Termination Date. The U.S. Borrower shall also prepay all Swing Line Loans”) Loans then outstanding on the date such notice is given. Unless any simultaneously with each borrowing of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its U.S. Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, Citizens (in such capacity, the “Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Lender”) agrees to make available to the Borrowers a portion of the credit otherwise available to the Borrowers hereunder from time to time prior to the Revolving Loan Maturity Date by making swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time the Borrowers, jointly and from time to time during the Revolving Credit Commitment Period severally, in an aggregate principal amount not to exceed at any one time outstanding not to exceed $5,000,000the Swing Line Commitment; provided that no Swing Line Loan may be made if (a) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to when aggregated with the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Lender’s other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (1b) shall be made as Alternate Base Rate Loans, (2) the Borrowers shall not be entitled to be converted into Eurodollar Loans request, and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must shall not be received by the obligated to make, any Swing Line Lender prior Loan if, after giving effect to 3:00 p.m.) on the requested Borrowing Date specifying the amount making of each requested such Swing Line Loan, which shall be in an the aggregate minimum amount of $250,000 or a whole multiple of $50,000 the Loans, L/C Obligations and the Swing Line Loans exceed the Revolving Loan Maximum Amount. Prior to the Revolving Loan Maturity Date, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in excess thereofaccordance with the terms and conditions hereof. Swing Line Loans shall bear interest solely by reference to the LIBOR Advantage Rate. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, Borrowers may use the proceeds of such Revolving Loans from time to time to repay any outstanding Swing Line Loans. The proceeds of each Borrowers, jointly and severally, shall repay all outstanding Swing Line Loans on the Revolving Loan will be Maturity Date. On the date of this Agreement, the Borrowers shall deliver to the Swing Line Lender a Swing Line Note to evidence the Swing Line Loans from time to time made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Borrowers hereunder. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereofof this Agreement, each Swing Line Lender agrees to make loans to the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans Borrowers on a revolving basis (individuallyeach such loan, a “"Swing Line Loan”; collectively, the “Swing Line Loans”") to Borrower at any time and from time to time on any Business Day during the Revolving Credit Commitment Period period from the Original Closing Date to the Termination Date in an aggregate principal amount at any one time outstanding for the Swing Line Borrowers collectively not to exceed the Dollar Equivalent amount of U.S. $5,000,00050.0 million; provided provided, however, that no (i) the aggregate amount (or CHF Equivalent with respect to M-T GmbH) of the sum of Swing Line Loan may be Loans made if and outstanding at any one time to any Subsidiary Swing Line Borrower, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations of such Subsidiary Swing Line Borrower shall not exceed the Subsidiary Swing Line Borrower Sublimit for such Subsidiary Swing Line Borrower (or with respect to the UK Swing Line Borrowers, the collective sublimit of the UK Swing Line Borrowers) and the aggregate Dollar Equivalent amount of Swing Line Loans made to US Borrower shall not exceed the US Borrower Sublimit, (ii) the sum of the Dollar Equivalent amount of the aggregate principal amount of all outstanding Swing Line Loans, plus the aggregate principal Dollar Equivalent amount of all other outstanding Revolving Facility Loans, plus (without duplication) the Effective Amount of all L/C Obligations (including Subsidiary L/C Obligations) shall not at any time exceed the Revolving Facility Commitments of all Revolving Facility Lenders (which calculation shall not give effect to the Assumed Swing Line Loan Amount) and (iii) Scotiabank need only make Swing Line Loans in U.S. Dollars to US Borrower and in Pounds Sterling to the UK Swing Line Borrowers; Credit Suisse First Boston need only make Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at M-T GmbH in such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject currencies as it shall agree with such Subsidiary Swing Line Borrower; Commerzbank AG need only make Swing Line Loans in Deutschemarks to the limitation stated herein, without prior notice and, through but excluding German Subsidiary; and each other Swing Line Lender need only make Swing Line Loans to the Revolving Credit Termination Date, reborrowedSubsidiary Swing Line Borrower as it shall agree with and in the Applicable Currency as it and the applicable Subsidiary Swing Line Borrower shall agree. All Swing Line Loans (1) made in U.S. Dollars shall be made and maintained as Alternate Base Rate ABR Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at Notwithstanding any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) other provision of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitationAgreement, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the German Subsidiary shall only borrow Swing Line LenderLoans in, and no Swing Line Lender shall make any Swing Line Loan to any such Subsidiary Swing Line Borrower or any other Person for any reason whatsoeverthan in, Deutschemarks; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.)

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB (in such capacity, the “Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Lender”) agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00050,000,000; provided that at no Swing Line Loan time may be made if the sum of the aggregate outstanding principal amount of the Swing Line Loans to be made would and the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower the Company under this subsection 3.4 Section may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All The Swing Line Loans (1) shall be made as Alternate Base Rate denominated in Dollars and be ABR Loans, (2) and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender JPMCB irrevocable notice (which notice must be received by the Swing Line Lender JPMCB prior to 3:00 p.m.1:00 P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate the minimum amount of $250,000 500,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by JPMCB to the Company by crediting the account of the Company designated by the Company with such proceeds by 4:00 P.M., New York City time; provided that Swing Line Lender Loans used to Borrower finance the reimbursement of an L/C Disbursement as provided in immediately available funds to Section 2.6 shall be delivered remitted by wire transfer the Administrative Agent to the account(s) designated by Borrower in the applicable borrowing noticeIssuing Lender. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Section 2.2. (b) The Swing Line Lender JPMCB at any time in its sole and absolute discretion may, and on the fifteenth fifth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender JPMCB to act on its behalf) ), request each Revolving Credit Lender, including the Swing Line LenderJPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the amount of the such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph Section 10.1 (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 Section shall apply), ) each such Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender JPMCB for the account of the Swing Line Lender JPMCB at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) JPMCB located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, Section one of the events described in paragraph (f) of Section 9 Article X shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoanLoans. Each such Revolving Credit Lender will immediately transfer to the Swing Line Lender JPMCB, in immediately available fundsSame Day 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 amountparticipation. (d) Whenever, at any time after the Swing Line Lender JPMCB has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Refunded Swing Line Loan, the Swing Line Lender JPMCB receives any payment on account thereof, the Swing Line Lender JPMCB will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded) in like funds as received; provided thatprovided, however, that in the event that such payment received by the Swing Line Lender JPMCB is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender JPMCB any portion thereof previously distributed by the Swing Line Lender JPMCB to it in like funds as such payment is required to be returned by the Swing Line LenderJPMCB. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and the Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00015,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Excess Availability at such time (such Swing Line Loans will be deemed usage of the Revolving Credit Commitments at such timeFacility for purpose of calculating Excess Availability). Amounts borrowed by Borrower the Borrowers under this subsection 3.4 Section 2.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans plus the Applicable Margin then in effect for Revolving Credit Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Borrowers shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 2:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Borrowers by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeBorrowers at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Section 2.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) may request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 8.1 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 Section 2.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection Section 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, Section 2.4 one of the events described in paragraph (f) of Section 9 8.1 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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 amountparticipation. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrowerthe Borrowers; (iv) any breach of this Agreement by any Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received (and forwarded to the Swing Line Lender if different than the Administrative Agent) notice that an a Default or Event of Default has occurred and is continuingcontinuing (in each case until such notice has been rescinded or the Administrative Agent determines in good faith, and notifies the Swing Line Lender, that all Defaults and/or Events of Default have been cured or waived), to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided 10,000,000, PROVIDED that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion dis- cretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 10 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 12.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, 3.4 one of the events described in paragraph (f) of Section 9 10 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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 amountparticipation. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded 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 such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided that, PROVIDED that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation obligations of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(csub- sections 3.4(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.3.4

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Chase agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that at no Swing Line Loan time may be made if the sum of the aggregate outstanding principal amount of the Swing Line Loans to be made would and the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All The Swing Line Loans (1) shall be made as Alternate Base Rate ABR Loans, (2) and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender Chase irrevocable notice (which notice must be received by the Swing Line Lender Chase prior to 3:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate the minimum amount of $250,000 500,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer Chase to the account(s) designated Company by Borrower in crediting the applicable borrowing noticeaccount of the Company at Chase with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.36.2. (b) The Swing Line Lender Chase at any time in its sole and absolute discretion may, and on the fifteenth thirtieth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender Chase to act on its behalf) ), request each Revolving Credit Lender, including the Swing Line LenderChase, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the such Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 14 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender Chase for the account of the Swing Line Lender Chase at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) Chase located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 14 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoanLoans. Each such Lender will immediately transfer to the Swing Line Lender Chase, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender Chase will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender Chase has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, the Swing Line Lender Chase receives any payment on account thereof, the Swing Line Lender Chase will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided thatPROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Lender Chase is required to be returned, such Lender will return to the Swing Line Lender Chase any portion thereof previously distributed by the Swing Line Lender Chase to it in like funds as such payment is required to be returned by the Swing Line LenderChase. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to On the terms and subject to the conditions hereofof this Agreement (including Article V), the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans Loans to Borrowers on a revolving basis (individuallyeach such loan, a “"Swing Line Loan”; collectively, the “Swing Line Loans”") to Borrower at any time and from time to time during on any Banking Day prior to the Revolving Credit Commitment Period Termination Date in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that no after giving effect to any proposed Swing Line Loan may be made if Loan, the aggregate outstanding principal amount of all Loans of all Lenders (in Dollars or the Swing Line Loans to be made would Dollar Equivalent) shall not exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowedCommitment Amount. All Swing Line Loans (1) shall will be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Fixed Rate Loans. Borrowers may not request more than 12 Swing Line Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than calendar year. SECTION II.8.1 Borrowing Procedures for Swing Line Loans. By requesting in writing or by the Revolving Credit Termination Datetelephone (promptly confirmed in writing) on or before 11:00 a.m., Chicago, Illinois time, on the Banking Day of the requested Swing Line Loan in accordance with the provisions of this Section 2.8.1, the Company, through one of its Authorized Corporate Officials may on behalf of the Company or any other Borrower, from time to time irrevocably request that a Swing Line Loan be made. Borrower Each such request for a Swing Line Loan shall give be effective upon receipt thereof by the Administrative Agent and the Swing Line Lender irrevocable notice (which notice must be received by and shall specify the date and the principal amount of such Swing Line Loan. Unless the Swing Line Lender has received written notice prior to 3:00 p.m.) 10:00 a.m. Chicago time on the Banking Day of the proposed Swing Line Loan from the Administrative Agent or any Lender that one or more of the conditions precedent set forth in Article V with respect to such Swing Line Loan is not then satisfied, the Swing Line Lender shall pay over the requested principal amount to the Company or other Borrower on the requested Borrowing Date specifying Banking Day the proposed Swing Line Loan in immediately available funds. Each Swing Line Loan shall be made on a Business Day and shall be in the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 100,000 or a whole higher integral multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to will promptly notify the Administrative Agent for of the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds making and amount of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Loan. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. ​ (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no 3,000,000.00, provided, that, the Swing Line Lender shall not make any Swing Line Loan may be made if if, after giving effect thereto, the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made would exceed and the aggregate Available Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Prime Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender set forth in immediately available funds to be delivered by wire transfer subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the account(s) designated Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time prepay the Swing Line Loans may 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 used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. (b) The Swing Line Lender Lender, at any time in its sole and absolute discretion discretion, may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan which is a Prime Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans outstanding on the date such notice is given (the “Refunded Swing Line Loans”) outstanding on to repay the date such notice is givenSwing Line Lender. Unless any of the events described in paragraph (fh) of Section 9 9.1 shall have occurred and be continuing with respect to the Borrower (in which event the procedures of paragraph (cd) of this subsection 3.4 2.8 shall apply), each such Revolving Lender shall make the proceeds of its such Revolving Credit Loan available to the Swing Line Lender Administrative Agent for the account of the Swing Line Lender at the office of the Swing Line Lender Administrative Agent specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under any Swing Line Note and shall be due as the respective Revolving Credit Loans made by the Revolving Lenders in accordance with their respective Revolving Credit Commitment Percentages. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Swing Line Lender the then unpaid principal amount of each Swing Line Loan of the Swing Line Lender on the Revolving Credit Termination Date (to the extent such Swing Line Loan has not previously been repaid in full with the proceeds of Revolving Credit Loans). (c) IfNotwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsection 6.2 have not been satisfied in respect thereof. ​ (d) If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, 2.8 one of the events described in paragraph (fh) of Section 9 9.1 shall have occurred and be continuingcontinuing with respect to the Borrower, each Revolving Lender with a Revolving Credit Lender Commitment will, on the date such Revolving Credit Loan was to have been mademade pursuant to the notice in this subsection 2.8, purchase an undivided participating interest in ​ the Refunded Swing Line Loan Loans in an amount equal to (i) its Revolving Credit Commitment Percentage of such times (ii) the Refunded Swing Line LoanLoans. Each such Revolving Lender will immediately transfer to the Swing Line Lender Lender, in immediately available funds, the amount of its participation 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. (de) Whenever, at any time after the Swing Line any Revolving Lender has received from any Revolving Credit Lender such Lender’s purchased a participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received); provided thatprovided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lenderit. (ef) The Each Revolving Lender’s obligation of each Revolving Credit Lender to make the Loans referred to in subsection 2.8(b) and to purchase participating interests pursuant to subsection 3.4(c2.8(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or 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; (iii) any adverse change in the condition (financial or otherwise) of Borrowerthe Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any of its Subsidiaries or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.. ​

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 100,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line all Loans to be made would outstanding at any one time shall not exceed the aggregate Available Revolving Credit amount of the Commitments at such time. Amounts borrowed During the Commitment Period, the Borrower may use the Swing Line Commitment by Borrower under this subsection 3.4 may be repaid at any timeborrowing, subject to prepaying the limitation stated hereinSwing Line Loans in whole or in part, without prior notice andand reborrowing, through but excluding all in accordance with the Revolving Credit Termination Date, reborrowedterms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) bear interest based upon the ABR and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of loans that bear interest at any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Dateother rate. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.) 11:00 A.M., New York City time, on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of the Swing Line Lender by wire transfer to 3:00 P.M., New York City time, on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may, at any time and from time to time, prepay the Swing Line Loans may 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 used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof. (b) The Swing Line Loans shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit C to this Agreement, with appropriate insertions (the "Swing Line Note"), payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 2.16. The Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by the Swing Line Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Swing Line Note or this Agreement. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Revolving Credit Termination Date and (c) bear interest for the period from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 2.16. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, Lender including the Swing Line Lender, to make a Revolving Credit Loan CREDIT AGREEMENT in an amount equal to such Lender’s Revolving Credit 's Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is givengiven (the "Outstanding Swing Line Loans"). Unless any of the events described in paragraph (f) of Section 9 7 shall have occurred and be continuing with respect to the Borrower (in which event the procedures of paragraph (ce) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender Administrative Agent for the account of the Swing Line Lender at the office of the Swing Line Lender Administrative Agent specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) 10.2 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Outstanding Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under the Swing Line Note and shall be evidenced as provided in subsection 2.7(b). The Borrower 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 Outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such Outstanding Swing Line Loans. (cd) IfNotwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsection 4.2 have not been satisfied. (e) If prior to the making of a Revolving Credit Loan pursuant to paragraph (bc) of this subsection 3.4, 2.20 one of the events described in paragraph (f) of Section 9 7 shall have occurred and be continuingcontinuing with respect to the Borrower, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been mademade pursuant to the notice in subsection 2.20(c), purchase an undivided participating interest in the Refunded Outstanding Swing Line Loan in an amount equal to (i) its Revolving Credit Commitment Percentage times (ii) the aggregate principal amount of such Refunded Swing Line LoanLoans then outstanding. Each such Lender will immediately transfer to the Swing Line Lender Lender, in immediately available funds, the amount of its participation 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. (df) Whenever, at any time after the Swing Line any Lender has received from any Revolving Credit Lender such Lender’s purchased a participating interest in a Refunded 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 such Lender’s 's participating interest was outstanding and funded) in like funds as received); provided thatprovided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lenderit. (eg) The Each Lender's obligation of each to make the Revolving Credit Lender Loans referred to in subsection 2.20(c) and to purchase participating interests pursuant to subsection 3.4(c2.20(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or 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; (iii) CREDIT AGREEMENT any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by Borrower the Borrower, any Subsidiary or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided 10,000,000, PROVIDED that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time, and PROVIDED, FURTHER, that no Swing Line Loan may be made if, after giving effect thereto, a Borrowing Base Deficiency would exist. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office Alternate Base Rate Lending Office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, 3.4 one of the events described in paragraph (f) of Section 9 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded 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 such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided thatPROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The Each Lender's obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.3.4

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00020,000,000; provided that no the Swing Line Lender shall not make any Swing Line Loan may be made if if, after giving effect thereto, the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made would exceed and the aggregate Available Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) ABR Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the Houston office of the Swing Line Lender set forth in immediately available funds to be delivered by wire transfer subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the account(s) designated Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time prepay the Swing Line Loans may 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 used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. (b) The Swing Line Lender Lender, at any time in its sole and absolute discretion discretion, may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan which is an ABR Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans outstanding on the date such notice is given (the “Refunded Swing Line Loans”) outstanding on the date such notice is given). Unless any of the events described in paragraph (fh) of Section 9 shall have occurred and be continuing with respect to the Borrower (in which event the procedures of paragraph (cd) of this subsection 3.4 2.8 shall apply), each such Revolving Lender shall make the proceeds of its such Revolving Credit Loan available to the Swing Line Lender Administrative Agent for the account of the Swing Line Lender at the office of the Swing Line Lender Administrative Agent specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under any Swing Line Note and shall be due as the respective Revolving Credit Loans made by the Revolving Lenders in accordance with their respective Revolving Credit Commitment Percentages. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Swing Line Lender the then unpaid principal amount of each Swing Line Loan of the Swing Line Lender on the Revolving Credit Termination Date (to the extent such Swing Line Loan has not previously been repaid in full with the proceeds of Revolving Credit Loans). (c) IfNotwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsection 6.2 have not been satisfied in respect thereof. (d) If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, 2.8 one of the events described in paragraph (fh) of Section 9 shall have occurred and be continuingcontinuing with respect to the Borrower, each Revolving Lender with a Revolving Credit Lender Commitment will, on the date such Revolving Credit Loan was to have been mademade pursuant to the notice in this subsection 2.8, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to (i) its Revolving Credit Commitment Percentage of such times (ii) the Refunded Swing Line LoanLoans. Each such Revolving Lender will immediately transfer to the Swing Line Lender Lender, in immediately available funds, the amount of its participation 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. (de) Whenever, at any time after the Swing Line any Revolving Lender has received from any Revolving Credit Lender such Lender’s purchased a participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received); provided thatprovided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lenderit. (ef) The Each Revolving Lender’s obligation of each Revolving Credit Lender to make the Loans referred to in subsection 2.8(b) and to purchase participating interests pursuant to subsection 3.4(c2.8(d) shall be absolute absolute, irrevocable and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or 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; (iii) any adverse change in the condition (financial or otherwise) of Borrowerthe Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any of its Subsidiaries or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower agrees at any time and from time to time during on and after the Revolving Credit Commitment Period Effective Date and prior to the Facility Termination Date, to make Swing Line loans (each a "Swing Line Loan" and collectively, the "Swing Line Loans") to the Borrower in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time25,000,000, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All which Swing Line Loans (1i) shall be made as Alternate Base and maintained pursuant to one or more Advances comprised of Floating Rate Loans, (2) Advances and which shall not be entitled to be converted into Eurodollar Loans Advances, (ii) shall be made in the minimum amount of $1,000,000 (or if less, in the aggregate amount of the remaining unused portion of the Aggregate Revolving Credit Commitment), and (3iii) must may be repaid and, so long as no Default or Unmatured Default exists hereunder, reborrowed, at the option of the Borrower, in full within seven days of making of such Loan or, if sooner, upon accordance with the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Dateprovisions hereof. Borrower shall give the Swing Line Lender irrevocable notice (which notice must Loans shall constitute "Loans" for all purposes hereunder, except they shall be received held by the Swing Line Lender prior (subject to 3:00 p.m.Section 2.1.2(b) on below) and, only for purposes of calculating the requested Borrowing Date specifying commitment fee under Section 2.5, shall not be considered a utilization of the amount Commitment of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereofany Lender hereunder. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to Notwithstanding the Administrative Agent for the account of Borrower in same day fundsforegoing, the proceeds Aggregate Outstanding Credit Exposure shall not exceed the lesser of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by (A) the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to Aggregate Commitment and (B) the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Borrowing Base. (b) The If any Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day Loan is not a Business Dayrepaid when due, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender shall give notice to act on its behalf) the Agent to request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan as a Floating Rate Advance in an amount equal to the product of such Lender’s Revolving Credit Commitment Percentage 's Pro Rata Share times the outstanding principal balance of the amount of the such Swing Line Loans Loan (the “"Refunded Swing Line Loans”Loan") outstanding on the date such notice is given. Unless any of ; provided that the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) provision of this subsection 3.4 shall apply), each such not affect the obligation of the Borrower to prepay Swing Line Loans in accordance with Section 2.2. Each Lender shall make the proceeds of its Revolving Credit such Loan available to the Swing Line Lender Agent for the account of the Swing Line Lender at on the office of the Swing Line Lender specified next Business Day following such request, in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available on the Business Day next succeeding the date such notice is givenfunds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line LoansLoan. (c) IfAt any time before or after a Default or Unmatured Default, prior to if the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 Commitments shall have occurred and expired or be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded terminated while any Swing Line Loan is outstanding, each Lender, at the sole option of the Swing Line Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Loan as a Floating Rate Advance, which such Loan shall be deemed a "Loan" for all purposes of this Agreement and the other Loan Documents, or (B) be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Loan, in either case in an amount equal to its Revolving Credit Commitment Percentage the product of such Refunded Lender's Pro Rata Share times the outstanding principal balance of such Swing Line Loan. Each The Agent shall notify each such Lender of the amount of such Loan or participation, and such Lender will immediately transfer to the Agent for the account of the Swing Line Lender on the next Business Day following such notice, 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 amountor participation. (d) If any such Lender shall not have so made its Loan or its percentage participation available to the Agent pursuant to this Section 2.1.2, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the lesser of (i) the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to the Loan, and (ii) the Highest Lawful Rate. Whenever, at any time after the Swing Line Lender Agent has received from any Revolving Credit Lender such Lender’s 's Loan or participating interest in a Refunded Swing Line Loan, the Swing Line Lender Agent receives any payment on account thereof, the Swing Line Lender Agent will distribute pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's Loan or participating interest was outstanding and funded) in like funds as received; provided that), in the event that which payment shall be subject to repayment by such Lender if such payment received by the Swing Line Lender Agent is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each . Each Revolving Credit Lender Lender's obligation to make the Loans or purchase such participating interests pursuant to subsection 3.4(c) this Section 2.1.2 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (iA) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, Borrower the Agent or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of a Default or an Event Unmatured Default or the termination of Defaultthe Commitments; (iiiC) the occurrence of any adverse change in the condition (financial or otherwise) of BorrowerMaterial Adverse Effect; (ivD) any breach of this Agreement by the Borrower or any other Lender; or (vE) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Loan, once so participated by any Lender, shall cease to be a Swing Line Loan with respect to that amount for purposes of this Agreement, but shall continue to be a Loan.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no 3,000,000.00, provided, that, the Swing Line Lender shall not make any Swing Line Loan may be made if if, after giving effect thereto, the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made would exceed and the aggregate Available Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Prime Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateSOFR Rate Loans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender set forth in immediately available funds to be delivered by wire transfer subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the account(s) designated Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time prepay the Swing Line Loans may 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 used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. (b) The Swing Line Lender Lender, at any time in its sole and absolute discretion discretion, may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan which is a Prime Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans outstanding on the date such notice is given (the “Refunded Swing Line Loans”) outstanding on to repay the date such notice is givenSwing Line Lender. Unless any of the events described in paragraph (fh) of Section 9 9.1 shall have occurred and be continuing with respect to the Borrower (in which event the procedures of paragraph (cd) of this subsection 3.4 2.8 shall apply), each such Revolving Lender shall make the proceeds of its such Revolving Credit Loan available to the Swing Line Lender Administrative Agent for the account of the Swing Line Lender at the office of ​ ​ the Swing Line Lender Administrative Agent specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under any Swing Line Note and shall be due as the respective Revolving Credit Loans made by the Revolving Lenders in accordance with their respective Revolving Credit Commitment Percentages. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Swing Line Lender the then unpaid principal amount of each Swing Line Loan of the Swing Line Lender on the Revolving Credit Termination Date (to the extent such Swing Line Loan has not previously been repaid in full with the proceeds of Revolving Credit Loans). (c) IfNotwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsection 6.2 have not been satisfied in respect thereof. (d) If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, 2.8 one of the events described in paragraph (fh) of Section 9 9.1 shall have occurred and be continuingcontinuing with respect to the Borrower, each Revolving Lender with a Revolving Credit Lender Commitment will, on the date such Revolving Credit Loan was to have been mademade pursuant to the notice in this subsection 2.8, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to (i) its Revolving Credit Commitment Percentage of such times (ii) the Refunded Swing Line LoanLoans. Each such Revolving Lender will immediately transfer to the Swing Line Lender Lender, in immediately available funds, the amount of its participation 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. (de) Whenever, at any time after the Swing Line any Revolving Lender has received from any Revolving Credit Lender such Lender’s purchased a participating interest in a Refunded 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 such LenderXxxxxx’s participating interest was outstanding and funded) in like funds as received); provided thatprovided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lenderit. (ef) The Each Revolving Lender’s obligation of each Revolving Credit Lender to make the Loans referred to in subsection 2.8(b) and to purchase participating interests pursuant to subsection 3.4(c2.8(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or 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; (iii) any adverse change in the condition (financial or otherwise) of Borrowerthe Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower or ​ ​ any of its Subsidiaries or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Chase agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided 20,000,000, PROVIDED that at no Swing Line Loan time may be made if the sum of the aggregate outstanding principal amount of the Swing Line Loans to be made would and the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans may from time to time be (1i) shall be made as Alternate Base Rate ABR Loans, (2ii) Money Market Rate Loans or (iii) a combination thereof, and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender Chase irrevocable notice (which notice must be received by the Swing Line Lender Chase prior to 3:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount amounts of $250,000 500,000 or a whole multiple thereof, in the case of $50,000 in excess thereof. The Swing Line Lender shallLoans which are ABR Loans, before 5:00 p.m. on such requested Borrowing Dateor $2,000,000 or a whole multiple thereof, make available in the case of Swing Line Loans which are Money Market Rate Loans. In the case of any Swing Line Loans that the Company desires to the Administrative Agent for the account of Borrower in same day fundsrequest as Money Market Rate Loans, the proceeds Company may, on any Borrowing Date for Swing Line Loans and prior 12:00 noon, New York City time, request a quote of the Money Market Rate which would be applicable for such Swing Line Loans from Chase, specifying the amount of the proposed Money Market Rate Loans. Upon receipt of such quote, the Company shall promptly (but not later than 12:00 noon, New York City time on such Borrowing Date) notify Chase whether it requests Chase to make Money Market Rate Loans at such Money Market Rate. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer Chase to the account(s) designated Company by Borrower in crediting the applicable borrowing noticeaccount of the Company at Chase with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.33.2. (b) The Swing Line Lender Loans shall be evidenced by a promissory note of the Company substantially in the form of Exhibit C, with appropriate insertions (the "SWING LINE NOTE"), payable to the order of Chase and representing the obligation of the Company to pay the aggregate unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 4.7. Chase is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note and, in the absence of manifest error, any such recordation shall constitute PRIMA FACIE evidence of the accuracy of the information so recorded, PROVIDED that the failure of Chase to make such recordation (or any error in such recordation) shall not affect the obligations of the Company hereunder or under the Swing Line Note. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Revolving Credit Termination Date and (c) bear interest for the period from the date thereof on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 4.7. (c) Chase at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and the last Business Day of each calendar month shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender Chase to act on its behalf) ), request each Revolving Credit Lender, including the Swing Line LenderChase, to make a Revolving Credit Loan in an amount equal to such Lender’s Xxxxxx's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (cd) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender Chase for the account of the Swing Line Lender Chase at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) Chase located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. Refunded Swing Line Loans shall be initially ABR Loans or Eurodollar Loans. (cd) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (bc) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoanLoans. Each such Lender will immediately transfer to the Swing Line Lender Chase, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender Chase will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (de) Whenever, at any time after the Swing Line Lender Chase has received from any Revolving Credit Lender such Lender’s Xxxxxx's participating interest in a Refunded Swing Line Loan, the Swing Line Lender Chase receives any payment on account thereof, the Swing Line Lender Chase will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Xxxxxx's participating interest was outstanding and funded) in like funds as received; provided thatPROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Lender Chase is required to be returned, such Lender Xxxxxx will return to the Swing Line Lender Chase any portion thereof previously distributed by the Swing Line Lender Chase to it in like funds as such payment is required to be returned by the Swing Line LenderChase. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to Borrower at any time and OpCo from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; , provided that in no event shall any Swing Line Loan may Loans be made if the aggregate principal amount of the Swing Line Loans to be made would would, after giving effect to the use of the proceeds thereof, exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower OpCo under this subsection 3.4 Section 2.7 may be repaid at any time, subject to the limitation stated herein, without prior notice and, and reborrowed through but excluding the Revolving Credit Termination Date, reborrowedor such earlier date as the Revolving Credit Commitment shall terminate as provided herein. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower OpCo shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 500,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered OpCo by wire transfer to crediting the account(s) designated by Borrower in account of OpCo at the applicable borrowing noticeoffice of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Section 3.16. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower OpCo (which hereby irrevocably directs the Swing Line Lender to act on its behalf) ), request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph clause (f) of Section 9 7 shall have occurred and be continuing (in which event the procedures of paragraph (cSection 2.7(c) of this subsection 3.4 shall apply)) and, subject to the terms and conditions hereof, each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4Section 2.7(b), one of the events described in paragraph clause (f) of Section 9 7 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded 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 such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided thatprovided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The Each Lender's obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(cSection 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower OpCo or any other Person for any reason whatsoever; , (ii) the occurrence or continuance of an Event of Default; , (iii) any adverse change in the condition (financial or otherwise) of Borrower; OpCo, (iv) any breach of this Agreement by Borrower OpCo or any other Lender; , or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (ai) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower agrees at any time and from time to time during on and after the Revolving Credit Commitment Period Effective Date and prior to the Facility Termination Date, to make Swing Line loans (each a "Swing Line Loan" and collectively, the "Swing Line Loans") to the Borrower in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time10,000,000, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All which Swing Line Loans (1x) shall be made as Alternate Base and maintained pursuant to one or more Advances comprised of Floating Rate Loans, (2) Advances and which shall not be entitled to be converted into Eurodollar Loans Advances, (y) shall be made in the minimum amount of $100,000 (or if less, in the aggregate amount of the remaining unused portion of the Aggregate Revolving Credit Commitment), and (3z) must may be repaid and, so long as no Default or Unmatured Default exists hereunder, reborrowed, at the option of the Borrower, in full within seven days of making of such Loan or, if sooner, upon accordance with the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Dateprovisions hereof. Borrower shall give the Swing Line Lender irrevocable notice (which notice must Loans shall constitute "Loans" for all purposes hereunder, except they shall be received held by the Swing Line Lender prior (subject to 3:00 p.m.Section 2.1.2(ii) on below) and, only for purposes of calculating the requested Borrowing Date specifying commitment fee under Section 2.5, shall not be considered a utilization of the amount Commitment of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereofany Lender hereunder. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to Notwithstanding the Administrative Agent for the account of Borrower in same day fundsforegoing, the proceeds of such Swing Line Loans. The proceeds of each Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. (ii) If any Swing Line Loan will be made available by is not repaid when due, the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer shall give notice to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred Agent to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan as a Floating Rate Advance in an amount equal to the product of such Lender’s Revolving Credit Commitment Percentage 's Pro Rata Share times the outstanding principal balance of the amount of the such Swing Line Loans Loan (the “"Refunded Swing Line Loans”Loan") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.is

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agreesagrees that, so long as during the Administrative Agent has not received notice that an Event Revolving Credit Commitment Period, it will make available to the Borrower in the form of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in each case, a portion of the credit otherwise available to the Borrower at any time and from time to time during under the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Commitments; provided that no Swing Line Loan may be made if (i)(x) the aggregate principal amount of Swing Line Loans made by such Swing Line Lender outstanding at any time shall not exceed such Swing Line Lender’s Swing Line Commitment and (y) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Sublimit (in each case, notwithstanding that each Swing Line Lender’s Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to the limitation stated herein, without prior notice and, through but excluding the when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Termination DateLoans hereunder, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give may exceed the Swing Line Lender irrevocable notice (which notice must be received by Sublimit then in effect or the applicable Swing Line Lender prior to 3:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described then in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall applyeffect), (ii) the Borrower shall not request, and each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the shall not make, any Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) IfLoan if, prior after giving effect to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero and (iii) the Total Revolving Extensions of Credit shall at no time exceed the Maximum Facility Availability at such time. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans only. (a) The Borrower shall repay all outstanding Swing Line Loans to the applicable Swing Line Lender receives any payment on account thereof, or before the day that is ten days after the Borrowing Date of each such Swing Line Loan. The applicable 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return shall deliver prompt written notice to the Swing Line Lender Administrative Agent following the repayment of any portion thereof previously distributed by the Swing Line Lender to it in like funds as of such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the ’s Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingLoans.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Bank agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in Dollars in an aggregate principal amount (when added together with all other Swing Line Loans) at any one time outstanding not to exceed $5,000,000; provided 30,000,000, PROVIDED that at no Swing Line Loan time may be made if the aggregate principal amount Aggregate Extensions of the Swing Line Loans to be made would Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All The Swing Line Loans may from time to time be (1i) shall be made as Alternate Base Rate ABR Loans, (2ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Company and notified to the Administrative Agent and the applicable Swing Line Bank in accordance herewith, and shall not be entitled to be converted into Eurodollar Loans. The Company may, on any Borrowing Date for Swing Line Loans and (3) prior to the time that an irrevocable notice requesting such Swing Line Loans must be repaid in full within seven made pursuant to this subsection 2.10(a), request a quote of the Money Market Rate which would be applicable for such Swing Line Loans from a Swing Line Bank, specifying the amount of the proposed Money Market Rate Loans and the maturity date thereof (which shall be no less than one and no more than 30 days of making following such Borrowing Date). Upon receipt of such Loan orquote, if sooner, upon the making of any Revolving Credit Loan and Company shall in any event mature no promptly (but not later than the Revolving Credit Termination Datetime that an irrevocable notice requesting such Swing Line Loans must be made pursuant to this subsection 2.10(a)) notify the Administrative Agent and the applicable Swing Line Bank whether it requests such Swing Line Bank to make Money Market Rate Loans at such Money Market Rate. Borrower The Company shall give the Administrative Agent and the applicable Swing Line Lender Bank irrevocable notice (which notice must be received by the Administrative Agent and the applicable Swing Line Lender Bank prior to 3:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of (i) in the case of Swing Line Loans which are ABR Loans, $250,000 500,000 or a whole multiple thereof and (ii) in the case of Swing Line Loans which are Money Market Rate Loans, $2,000,000 or a whole multiple of $50,000 1,000,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the applicable Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer Bank to the account(s) designated Company by Borrower crediting the specified account of the Company with such proceeds in the manner from time to time agreed by the Company and the applicable borrowing noticeSwing Line Bank. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.32.2. (b) The Each Swing Line Lender Bank (i) at any time in its sole and absolute discretion may, (ii) if any Event of Default has occurred and is continuing, shall and (iii) on the fifteenth thirtieth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of Borrower the Company (which hereby irrevocably directs the each Swing Line Lender Bank to act on its behalf) ), request each Revolving Credit LenderBank, including the such Swing Line LenderBank, to make a Revolving Credit Loan in Dollars to the Company (which shall be initially an ABR Loan) in an amount equal to such Lender’s Bank's Revolving Credit Commitment Percentage of the amount of the such Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 8 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Lender Bank shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender Administrative Agent for the account of the applicable Swing Line Lender Bank at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) Administrative Agent located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 8 shall have occurred and be continuingoccurred, each Revolving Credit Lender Bank will, on the date such Loan was to would otherwise have been mademade (the "REFUNDING DATE"), purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount Dollars equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoanLoans. Each such Lender On the Refunding Date each Bank will immediately transfer to the Administrative Agent, for the account of the applicable Swing Line Lender Bank, in immediately available funds, the amount of its participation in Dollars and upon receipt thereof the Administrative Agent and the applicable Swing Line Lender Bank will deliver to such Lender Bank a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Administrative Agent or a Swing Line Lender Bank has received from any Revolving Credit Lender Bank such Lender’s Bank's participating interest in a Refunded Swing Line Loan, the Administrative Agent or such Swing Line Lender Bank, as the case may be, receives any payment on account thereof, the Administrative Agent or such Swing Line Lender Bank, as the case may be, will promptly distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Bank's participating interest was outstanding and funded) in like funds as received; provided thatPROVIDED, HOWEVER, that in the event that such payment received by the Administrative Agent or such Swing Line Lender Bank, as the case may be, is required to be returned, such Lender Bank will return to the Administrative Agent or such Swing Line Lender Bank, as the case may be, any portion thereof previously distributed by the Administrative Agent or such Swing Line Lender Bank, as the case may be, to it in like funds as such payment is required to be returned by the Administrative Agent or such Swing Line Lenderline Bank, as the case may be. (e) The Each Bank's obligation of each to make Revolving Credit Lender to purchase participating interests Loans pursuant to subsection 3.4(c2.10(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.any

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Chase agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided PROVIDED that at no Swing Line Loan time may be made if the sum of the aggregate outstanding principal amount of the Swing Line Loans to be made would and the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All The Swing Line Loans (1) shall be made as Alternate Base Rate ABR Loans, (2) and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender Chase irrevocable notice (which notice must be received by the Swing Line Lender Chase prior to 3:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate the minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans500,000. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer Chase to the account(s) designated Company by Borrower in crediting the applicable borrowing noticeaccount of the Company at Chase with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Permitted Uses of Proceeds. (b) The Swing Line Lender Chase at any time in its sole and absolute discretion may, and on the fifteenth thirtieth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender Chase to act on its behalf) ), request each Revolving Credit Lender, including the Swing Line LenderChase, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the such Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender Chase for the account of the Swing Line Lender Chase at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) Chase located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoanLoans. Each such Lender will immediately transfer to the Swing Line Lender Chase, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender Chase will deliver to such Lender a Refunded Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender Chase has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, the Swing Line Lender Chase receives any payment on account thereof, the Swing Line Lender Chase will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided thatPROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Lender Chase is required to be returned, such Lender will return to the Swing Line Lender Chase any portion thereof previously distributed by the Swing Line Lender Chase to it in like funds as such payment is required to be returned by the Swing Line LenderChase. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Chase agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00025,000,000; provided that at no Swing Line Loan time may be made if the sum of the aggregate outstanding principal amount of the Swing Line Loans to be made would and the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All The Swing Line Loans (1) shall be made as Alternate Base Rate ABR Loans, (2) and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender Chase irrevocable notice (which notice must be received by the Swing Line Lender Chase prior to 3:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate the minimum amount of $250,000 500,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer Chase to the account(s) designated Company by Borrower in crediting the applicable borrowing noticeaccount of the Company at Chase with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.36.2. (b) The Swing Line Lender Chase at any time in its sole and absolute discretion may, and on the fifteenth thirtieth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender Chase to act on its behalf) ), request each Revolving Credit Lender, including the Swing Line LenderChase, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the such Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 14 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender Chase for the account of the Swing Line Lender Chase at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) Chase located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 14 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoanLoans. Each such Lender will immediately transfer to the Swing Line Lender Chase, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender Chase will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender Chase has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, the Swing Line Lender Chase receives any payment on account thereof, the Swing Line Lender Chase will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided thatprovided, however, that in the event that such payment received by the Swing Line Lender Chase is required to be returned, such Lender will return to the Swing Line Lender Chase any portion thereof previously distributed by the Swing Line Lender Chase to it in like funds as such payment is required to be returned by the Swing Line LenderChase. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agreesagrees that, so long as during the Administrative Agent has not received notice that an Event Revolving Credit Commitment Period, it will make available to the Borrower in the form of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) a portion of the credit otherwise available to the Borrower at any time and from time to time during under the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Commitments; provided provided, that no Swing Line Loan may be made if (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including when aggregated with the Swing Line Lender, to make a ’s other outstanding Revolving Credit Loan Loans hereunder, may exceed the Swing Line Commitment then in an amount equal to such effect or the Swing Line Lender’s Revolving Credit Commitment Percentage then in effect), (ii) the Total Revolving Extensions of Credit shall not exceed the least of (x) the Total Revolving Credit Commitments, (y) the then current Borrowing Base, less the amount of any Reinstated Pre-Petition Revolving Loan Obligations, and (z) for any week, the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any principal amount of the events described Total Revolving Extensions of Credit projected to be outstanding during such week as set forth in paragraph the Initial Budget for such week plus the Budget Carryover Amount (f) to be calculated and applied as set forth in the definition of such term in Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply1.1), each such Lender less the amount of any Reinstated Pre-Petition Revolving Loan Obligations and the Net Pre-Petition Revolving Loan Amount then outstanding, (iii) the Borrower shall make the proceeds of its Revolving Credit Loan available to not request, and the Swing Line Lender for the account of the shall not knowingly and intentionally make, any Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) IfLoan if, prior after giving effect to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded Swing Line Loan, the Swing Line Lender receives any payment on account thereof, aggregate amount of 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Available Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall Commitments would be absolute and unconditional and shall not be affected by any circumstanceless than zero, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.and

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, portion of the “Swing Line Loans”) credit otherwise available to Borrower at any time and the Borrowers under the Revolving Credit Commitments from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any by making swing line loans ("Swing Line Loans") to one time outstanding not to exceed $5,000,000or more Borrowers; provided that no Swing Line Loan may be made if (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to when aggregated with the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Lender's other outstanding Revolving Loans hereunder, may exceed the Swing Line Commitment then in effect) and (1ii) shall be made as Alternate Base Rate Loans, (2) a Borrower shall not be entitled to be converted into Eurodollar Loans request, and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the Availability would be less than zero. During the Revolving Credit Commitment Period, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Prime-Based Loans only. (which notice must be received b) A Borrower shall request Swing Line Loans and not Revolving Loans to the extent of the Swing Line Availability. The Borrowers shall repay all outstanding Swing Line Loans on the Revolving Commitment Termination Date. (c) Each Borrower's obligation to repay the Swing Line Loans made to it by the Swing Line Lender prior to 3:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which pursuant hereto shall be evidenced by, in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shalladdition to this Agreement, before 5:00 p.m. on such requested Borrowing Date, make available Borrower's promissory note payable to the Administrative Agent for the account order of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, in the form attached as Exhibit D-4 hereto (as amended, modified, replaced or re-issued from time to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of time, collectively, the amount of the "Swing Line Loans (Loan Note"). In the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to that the Swing Line Lender for shall assign all or a part of its rights and obligations under, and in accordance with the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) terms of this subsection 3.4Agreement, the Borrowers shall execute and deliver one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded or more replacement Swing Line Loan in an amount equal Notes to its Revolving Credit Commitment Percentage of carry out such Refunded Swing Line Loan. Each such 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 amountassignment. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereofset forth in this Agreement, the Swing Line Lender agreesBank agrees to lend to the Borrower, so long as and the Administrative Agent has not received notice that an Event of Default has occurred Borrower may borrow (and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”repay and reborrow) to Borrower at any time and from time to time during between the Revolving Credit Commitment Period Closing Date and the date which is five (5) Business Days prior to the Maturity Date upon notice by the Borrower to the Swing Line Bank given in accordance with this Section 2.11, such sums as are requested by the Borrower for the purposes set forth in Section 9.6 in an aggregate principal amount at any one time outstanding not to exceed $5,000,000exceeding the Swing Line Commitment (the "Swing Line Loans"); provided that (i) at no time shall the aggregate principal balance of Swing Line Loans then outstanding, when added to the Commitment Percentage of the Swing Line Bank of all other outstanding Advances (after giving effect to all amounts requested) and the Commitment Percentage of the Swing Line Bank of the Letters of Credit Exposure, exceed the Commitment of the Swing Line Bank; (ii) no Default or Event of Default shall have occurred and be continuing; (iii) Borrower shall be in compliance with the covenant described in the first sentence of Section 2.1; above; and (iv) no Swing Line Loan shall be used to repay a Swing Line Loan. The funding of a Swing Line Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in Section 8 have been satisfied on the date of such funding. (b) The Swing Line Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit G hereto (the "Swing Line Note"), dated the date of this Agreement and completed with appropriate insertions. The Swing Line Note shall be payable to the order of the Swing Line Bank in such amount as may be made if outstanding from time to time thereunder and shall be payable as set forth below. The Borrower irrevocably authorizes the aggregate Swing Line Bank to make or cause to be made, at or about the time of the Drawdown Date of any Swing Line Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on the Loan Account reflecting the making of such Swing Line Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Swing Line Loans set forth on the Loan Account shall be prima facie evidence of the principal amount thereto owing and unpaid to the Swing Line Bank, but the failure to record, or any error in so recording, any such amount on the Loan Account shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Swing Line Note to make payments of principal of or interest on any Swing Line Loan when due. (c) Each borrowing of a Swing Line Loan shall be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowedlimits for Prime Rate Advances set forth in Section 2.7(b). All Borrower shall request a Swing Line Loans (1) shall be made as Alternate Base Rate LoansLoan by giving notice to the Swing Line Bank by telephone, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid telecopy, telex or cable, in full within seven days of making of such Loan oreach case confirmed in writing by Borrower in an Advance Request, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice 2:00 p.m. (which notice must be received by the Swing Line Lender prior to 3:00 p.m.Boston time) on the requested Borrowing Drawdown Date specifying the amount of each the requested Swing Line Loan, which . The Advance Request shall also contain the statements and certifications required by Section 2.7(a). Each such Advance Request shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. irrevocable and binding on such requested Borrowing Date, make available the Borrower and shall obligate the Borrower to the Administrative Agent for the account of Borrower in same day funds, the proceeds of accept such Swing Line LoansLoan on the Drawdown Date. Notwithstanding the foregoing, upon the date that the Lenders shall be required to fund the Advances pursuant to Section 2.11(d) to refund such Swing Line Loan, the interest rate shall be reset to the interest rate for a LIBOR Advance with an Interest Period as specified in the Advance Request given by Borrower to Lead Agent in connection with such Swing Line Loan, or if no Interest Period is specified, then as a Prime Rate Advance. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer Bank to the account(s) designated Borrower at the Lead Agent's Head Office by Borrower in crediting the applicable borrowing noticeLoan Account with such proceeds. The proceeds of Each Swing Line Loans may Loan shall bear interest at the Swing Line Rate from the date of disbursement until paid in accordance with Section 2.11(d), and such interest shall be used solely for the purposes referred to in subsection 3.3payable on each Interest Payment Date. (bd) The Swing Line Lender at any time in its sole and absolute discretion may, and on Bank shall within five (5) Business Days after the fifteenth day (or if Drawdown Date with respect to such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) Loan request each Revolving Credit Lender, including the Swing Line LenderBank, to make a Revolving Credit Loan an Advance pursuant to Section 2.1 in an amount equal to such Lender’s Revolving Credit 's Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) Loan outstanding on the date such notice is given. Borrower hereby irrevocably authorizes and directs the Swing Line Bank to so act on its behalf, and agrees that any amount advanced to the Lead Agent for the benefit of the Swing Line Bank pursuant to this Section 2.11(d) shall be considered an Advance pursuant to Section 2.1. Unless any of the events described in paragraph (fi) of Section 9 12.1 shall have occurred and be continuing (in which event the procedures of paragraph (cSection 2.11(e) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan Advance available to the Swing Line Lender Bank for the account of the Swing Line Lender Bank at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) Lead Agent's Head Office prior to 12:00 noon 11:00 a.m. (Boston time) in funds immediately available on no later than the third (3rd) Business Day next succeeding after the date such notice is givengiven just as if the Lenders were funding directly to the Borrower, so that thereafter such Obligations shall be evidenced by the Notes. The proceeds of such Revolving Credit Loans Advance shall be immediately applied to repay the Refunded Swing Line Loans. (ce) If, If prior to the making of a Revolving Credit Loan an Advance pursuant to paragraph (bSection 2.11(d) by all of this subsection 3.4the Lenders, one of the events described in paragraph (fSection 12.1(i) of Section 9 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan Advance pursuant to Section 2.11(d) was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such Lender will immediately transfer to the Swing Line Lender Bank in immediately available funds, funds the amount of its participation and upon receipt thereof the Swing Line Lender Bank will deliver to such Lender a Swing Line Loan Participation Certificate participation certificate dated the date of receipt of such funds and in such amount. (df) Whenever, Whenever at any time after the Swing Line Lender Bank has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded Swing Line LoanLoan as provided in Section 2.11(e) above, the Swing Line Lender Bank receives any payment on account thereof, the Swing Line Lender Bank will distribute to such Lender its participating interest in such amount (appropriately adjusted, adjusted in the case of interest payments, payments to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received); provided thatprovided, however, that in the event that such payment received by the Swing Line Lender Bank is required to be returned, such Lender will return to the Swing Line Lender Bank any portion thereof previously distributed by the Swing Line Lender Bank to it in like funds as such payment is required to it. (g) Any portions of a Swing Line Loan not so purchased or converted may be returned treated by the Swing Line Lender. (eBank as an Advance which was not funded by the non-purchasing Lender as contemplated by Section 2.7(f) The obligation and Section 17.5(c). Each Swing Line Loan, once so sold or converted, shall cease to be a Swing Line Loan for the purposes of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) this Agreement, but shall be absolute and unconditional and shall not be affected an Advance made by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such each Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingunder its Commitment.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000the Swing Line Commitment; provided that no such Swing Line Loan may shall be made if if, after giving effect thereto, (i) the aggregate principal amount Available RC Commitment of the Swing Line Loans to Lender would be made less than zero or (ii) the Aggregate Outstanding RC Extensions of Credit of all of the Lenders would exceed the aggregate Available Revolving Credit Commitments at such timeBorrowing Base. Amounts borrowed by the Borrower under this subsection 3.4 Section 4.1 may be repaid at any timeand reborrowed, subject up to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice notice, accompanied by the calculation referred to in Section 7.2(a) (which notice must be received by the Swing Line Lender prior to 3:00 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds by crediting the account of the Borrowers as directed by the Borrower prior to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing noticesuch time with such proceeds. The proceeds of Swing Line Loans may be used solely for the working capital purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest Borrower in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage ordinary course of such Refunded Swing Line Loan. Each such 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 amountbusiness. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, Citizens (in such capacity, the “Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Lender”) agrees to make available to the Borrowers a portion of the credit otherwise available to the Borrowers hereunder from time to time prior to the Revolving Loan Maturity Date by making swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time the Borrowers, jointly and from time to time during the Revolving Credit Commitment Period severally, in an aggregate principal amount not to exceed at any one time outstanding not to exceed $5,000,000the Swing Line Commitment; provided that no Swing Line Loan may be made if (a) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to when aggregated with the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Lender’s other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (1b) shall be made as Alternate Base Rate Loans, (2) the Borrowers shall not be entitled to be converted into Eurodollar Loans request, and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must shall not be received by the obligated to make, any Swing Line Lender prior Loan if, after giving effect to 3:00 p.m.) on the requested Borrowing Date specifying the amount making of each requested such Swing Line Loan, which shall be in an the aggregate minimum amount of $250,000 or a whole multiple of $50,000 the Loans and the Swing Line Loans exceed the Revolving Loan Maximum Amount. Prior to the Revolving Loan Maturity Date, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in excess thereofaccordance with the terms and conditions hereof. Swing Line Loans shall bear interest solely by reference to the Euroloan Advantage Rate. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, Borrowers may use the proceeds of such Revolving Loans from time to time to repay any outstanding Swing Line Loans. The proceeds of each Borrowers, jointly and severally, shall repay all outstanding Swing Line Loans on the Revolving Loan will be Maturity Date. On the date of this Agreement, the Borrowers shall deliver to the Swing Line Lender a Swing Line Note to evidence the Swing Line Loans from time to time made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Borrowers hereunder. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Chase agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that at no Swing Line Loan time may be made if the sum of the aggregate outstanding principal amount of the Swing Line Loans to be made would and the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All The Swing Line Loans (1) shall be made as Alternate Base Rate ABR Loans, (2) and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender Chase irrevocable notice (which notice must be received by the Swing Line Lender Chase prior to 3:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate the minimum amount of $250,000 500,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer Chase to the account(s) designated Company by Borrower in crediting the applicable borrowing noticeaccount of the Company at Chase with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.36.2. (b) The Swing Line Lender Chase at any time in its sole and absolute discretion may, and on the fifteenth thirtieth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender Chase to act on its behalf) ), request each Revolving Credit Lender, including the Swing Line LenderChase, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the such Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the 37 events described in paragraph (f) of Section 9 14 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender Chase for the account of the Swing Line Lender Chase at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) Chase located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 14 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoanLoans. Each such Lender will immediately transfer to the Swing Line Lender Chase, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender Chase will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender Chase has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, the Swing Line Lender Chase receives any payment on account thereof, the Swing Line Lender Chase will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided thatPROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Lender Chase is required to be returned, such Lender will return to the Swing Line Lender Chase any portion thereof previously distributed by the Swing Line Lender Chase to it in like funds as such payment is required to be returned by the Swing Line LenderChase. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuingcontinuing (in each case until such notice has been rescinded or the Administrative Agent determines in good faith, and notifies the Swing Line Lender, that all Events of Default have been cured or waived), to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 15,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth 15th day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Revolving Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection Section 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon 2:00 P.M. (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, 3.4 one of the events described in paragraph (f) of Section 9 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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 amountparticipation. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided thatprovided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection subsections 3.4(b) and 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrowerthe Company; (iv) any breach of this Agreement by Borrower the Company or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided PROVIDED that no the Swing Line Lender shall not make any Swing Line Loan may be made if if, after giving effect thereto, the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans and Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made would and the Letters of Credit requested to be issued on such date) exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination DateCommitments. During the Revolving Credit Commitment Period, reborrowedthe Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) ABR Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company at the office of the Swing Line Lender by wire transfer to 3:00 p.m. on the account(s) designated Borrowing Date by Borrower in crediting the applicable borrowing noticeaccount of the Company at such office with such proceeds. The proceeds of Company may at any time and from time to time prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon 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 used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. (b) The Swing Line Lender Lender, at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit 's Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is givengiven (the "REFUNDED SWING LINE LOANS"). Unless any of the events described in paragraph (fh) of Section 9 11 shall have occurred and be continuing with respect to the Company (in which event the procedures of paragraph (cd) of this subsection 3.4 2.5 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender Administrative Agent for the account of the Swing Line Lender at the office of the Swing Line Lender Administrative Agent specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) 13.2 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under any Swing Line Note and shall be due under the respective Revolving Credit Loans made by the Lenders in accordance with their respective Revolving Credit Commitment Percentages. (c) IfNotwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsection 7.2 have not been satisfied. (d) If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, 2.5 one of the events described in paragraph (fh) of Section 9 11 shall have occurred and be continuingcontinuing with respect to the Company, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been mademade pursuant to the notice in subsection 2.5, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to (i) its Revolving Credit Commitment Percentage of such TIMES (ii) the Refunded Swing Line LoanLoans. Each such Lender will immediately transfer to the Swing Line Lender Lender, in immediately available funds, the amount of its participation 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. (de) Whenever, at any time after the Swing Line any Lender has received from any Revolving Credit Lender such Lender’s purchased a participating interest in a Refunded 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 such Lender’s 's participating interest was outstanding and funded) in like funds as received); provided thatPROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lenderit. (ef) The Each Lender's obligation of each Revolving Credit Lender to make the Loans referred to in subsection 2.5(b) and to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.subsection

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, JPMCB agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00020,000,000; provided that at no Swing Line Loan time may be made if the sum of the aggregate outstanding principal amount of the Swing Line Loans to be made would and the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All The Swing Line Loans (1) shall be made as Alternate Base Rate ABR Loans, (2) and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender JPMCB irrevocable notice (which notice must be received by the Swing Line Lender JPMCB prior to 3:00 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate the minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer JPMCB to the account(s) designated Company by Borrower in crediting the applicable borrowing noticeaccount of the Company at JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.36.2. (b) The Swing Line Lender JPMCB at any time in its sole and absolute discretion may, and on the fifteenth thirtieth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender JPMCB to act on its behalf) ), request each Revolving Credit Lender, including the Swing Line LenderJPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 14 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender JPMCB for the account of the Swing Line Lender JPMCB at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) JPMCB located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 14 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoanLoans. Each such Lender will immediately transfer to the Swing Line Lender JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender JPMCB has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded Swing Line Loan, the Swing Line Lender JPMCB receives any payment on account thereof, the Swing Line Lender JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided thatprovided, however, that in the event that such payment received by the Swing Line Lender JPMCB is required to be returned, such Lender will return to the Swing Line Lender JPMCB any portion thereof previously distributed by the Swing Line Lender JPMCB to it in like funds as such payment is required to be returned by the Swing Line LenderJPMCB. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered by wire transfer to crediting the account(s) designated by account of the Borrower in at the applicable borrowing noticeoffice of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.the

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; , provided that in no event shall any Swing Line Loan may Loans be made if the aggregate principal amount of the Swing Line Loans to be made would would, after giving effect to the use of proceeds thereof, exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by the Borrower under this subsection 3.4 Section 2.7 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 500,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered by wire transfer to crediting the account(s) designated by account of the Borrower in at the applicable borrowing noticeoffice of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Section 3.16. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph clause (f) of Section 9 7 shall have occurred and be continuing (in which event the procedures of paragraph (cSection 2.7(c) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (bSection 2.7(b) of this subsection 3.4, one of the events described in paragraph clause (f) of Section 9 7 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded 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 such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided thatprovided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The Each Lender's obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(cSection 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement by the Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (ai) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower agrees at any time and from time to time during on and after the Effective Date and prior to the Revolving Credit Commitment Period Maturity Date, to make swing line loans (each a "Swing Line Loan" and collectively, the "Swing Line Loans") to the Company in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time5,000,000.00, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line which Loans (1A) shall be made as and maintained pursuant to one or more Advances comprised of Alternate Base Rate Loans, (2) Advances and which shall not be entitled to be converted into Eurodollar Loans LIBOR Rate Advances, (B) shall be made in the minimum amount of $100,000.00 (or if less, in the aggregate amount of the Unutilized Commitment) and (3C) must may be repaid and, so long as no Default or Event of Default exists hereunder, reborrowed, at the option of the Company, in full within seven days of making of such Loan or, if sooner, upon accordance with the making of any provisions hereof. Swing Line Loans shall constitute "Revolving Credit Loan and Loans" for all purposes hereunder, except they shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received held by the Swing Line Lender prior (subject to 3:00 p.m.sub-clause (ii) on below) and shall not be considered a utilization of the requested Borrowing Date specifying Revolving Credit Commitment of any Revolving Credit Lender hereunder for purposes of calculating the amount Revolving Credit Commitment Fee. Notwithstanding the foregoing, the aggregate outstanding principal balance of each requested all Revolving Credit Loans and Swing Line LoanLoans plus the Letter of Credit Obligations shall not exceed the lesser of the Borrowing Base then in effect and the Total Revolving Credit Commitment. (ii) At any time before or after a Default or Event of Default, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time Lender, in its sole and absolute discretion may, and on may give notice to the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender Agent to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan as an Alternate Base Rate Loan in an amount equal to such Lender’s 's percentage participation in the Total Revolving Credit Commitment Percentage times the outstanding principal balance of the amount of the any Swing Line Loans Loan (the “"Refunded Swing Line Loans”Loan") outstanding on the date such notice is given. Unless any of ; provided that the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) provision of this subsection 3.4 shall applynot affect the obligation of the Company to prepay Swing Line Loans in accordance with Section 2.08(d). Unless the Revolving Credit Commitments shall have expired or terminated, each such Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender Agent for the account of the Swing Line Lender at on the office of the Swing Line Lender specified next Business Day following such request, in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available on the Business Day next succeeding the date such notice is givenfunds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line LoansLoan. (ciii) IfAt any time before or after a Default or Event of Default, prior to if the making Revolving Credit Commitments shall have expired or be terminated while any Swing Line Loan is outstanding, each Revolving Credit Lender, at the sole option of the Swing Line Lender shall either, (A) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan pursuant to paragraph (b) as an Alternate Base Rate Loan which such Revolving Credit Loan shall be deemed a "Revolving Credit Loan" for all purposes of this subsection 3.4Agreement and the other Loan Documents) or (B) be deemed, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuingwithout further action by any Person, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest purchased from the Swing Line Lender a participation in the Refunded such Swing Line Loan in either case in an amount equal to its such Lender's percentage participation in the Total Revolving Credit Commitment Percentage times the outstanding principal balance of such Refunded Swing Line Loan. Each The Agent shall notify each such Lender of the amount of such Revolving Credit Loan or participation and such Lender will immediately transfer to the Agent for the account of the Swing Line Lender on the next Business Day following such notice, 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 Revolving Credit Loan Participation Certificate dated the date of receipt of such funds and in such amountor participation. (div) If any such Lender shall not have so made its Revolving Credit Loans or its percentage participation available to the Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the lesser of (1) the Federal Funds Effective Rate on the date payment is to be made to the Agent and (2) the Highest Lawful Rate. Whenever, at any time after the Swing Line Lender Agent has received from any Revolving Credit Lender such Lender’s 's Revolving Credit Loan or participating interest in a Refunded Swing Line Loan, the Swing Line Lender Agent receives any payment on account thereof, the Swing Line Lender Agent will distribute pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided that, in the event that which payment shall be subject to repayment by such Lender if such payment received by the Swing Line Lender Agent is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each . Each Revolving Credit Lender Lender's obligation to make the Revolving Credit Loans or purchase such participating interests pursuant to subsection 3.4(cthis Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (iA) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, Borrower the Agent or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of a Default or an Event of DefaultDefault or the termination of Revolving Credit Commitments; (iiiC) the occurrence of any adverse change in the condition (financial or otherwise) of BorrowerMaterial Adverse Effect; (ivD) any breach of this Agreement by Borrower the Company or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.or

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, set forth in this Agreement and so long as the Administrative Agent has not received notice that an no Default or Event of Default has occurred and is continuingcontinuing (provided, however, that U.S. Bank shall have no liability to any other Lender for making a Swing Line Loan to the Company after the occurrence or during the continuance of any Default or Event of Default unless U.S. Bank has previously received notice in writing from the Company or any other Lender of, or has actual knowledge of, the occurrence of such Default or Event of Default), during the Revolving Credit Period, U.S. Bank agrees to make swing line such loans to the Company (individually, a “"Swing Line Loan”; " and collectively, the “"Swing Line Loans”") to Borrower at any time and as the Company may from time to time request pursuant to Section 2.04. Each Swing Line Loan requested by way of a Notice of Swing Line Borrowing shall be for an aggregate principal amount of at least $100,000.00 or any larger multiple of $25,000.00. The aggregate principal amount of Swing Line Loans which U.S. Bank shall be required or permitted to have outstanding under this Agreement as of any date shall not exceed the amount of the Swing Line Commitment; provided, however, that in no event shall the Total Revolving Credit Outstandings as of any date exceed the sum of (i) the lesser of (A) total Revolving Credit Commitments of all of the Lenders as of such date or (B) the Borrowing Base as of such date.Within the foregoing limits, the Company may borrow under this Section 2.01A, prepay under Section 2.11 and reborrow at any time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. Section 2.01A. All Swing Line Loans (1) not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by the Company to U.S. Bank with respect thereto, shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans due and (3) must be repaid in full within seven days payable on the last day of making of such Loan or, if sooner, the Revolving Credit Period. Immediately upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.) on the requested Borrowing Date specifying the amount of each requested a Swing Line Loan, which each Lender (other than U.S. Bank) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from U.S. Bank a risk participation in such Swing Line Loan in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. equal to such Lender's Pro Rata Share (based on such requested Borrowing Date, make available to Lender’s Pro Rata Share of the Administrative Agent for the account of Borrower in same day funds, the proceeds Revolving Credit Commitments) of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Loan. (b) The Swing Line Lender U.S. Bank may at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shallrequest, on behalf of Borrower the Company (which and the Company hereby irrevocably directs the Swing Line Lender requests and authorizes U.S. Bank to act so request on its behalf) request ), that each Revolving Credit Lender, including the Swing Line Lender, to Lender make a Revolving Credit Base Rate Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage 's Pro Rata Share of the amount of the Swing Line Loans then outstanding. Such request shall (i) be made in writing (which written request shall be deemed to be a Notice of Revolving Credit Borrowing for purposes hereof) and in accordance with the “Refunded Swing Line Loans”requirements of Section 2.04(a), (ii) outstanding on not be subject to the date minimum and multiples specified in Section 2.01(a) for the principal amount of the Revolving Credit Base Rate Loans and (iii) be subject to the conditions set forth in Section 3. U.S. Bank shall furnish the Company with a copy of the applicable Notice of Revolving Credit Borrowing promptly after delivering such notice is givento the Agent. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Each Lender shall make an amount equal to its Pro Rata Share of the proceeds amount specified in such Notice of its Revolving Credit Loan Borrowing available in immediately available funds to the Swing Line Lender Agent for the account of the Swing Line Lender U.S. Bank at the office of the Swing Line Lender Agent’s address specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior pursuant to Section 8.07 not later than 12:00 noon in funds immediately available (St. Louis, Missouri time) on the Business Day next succeeding day specified in such Notice of Revolving Credit Borrowing, whereupon, subject to Section 2.01A(c), each Lender that so makes funds available shall be deemed to have made a Revolving Credit Base Rate Loan to the date Company in such notice is givenamount. The proceeds of such Revolving Credit Loans Agent shall be immediately applied remit the funds so received to repay the Refunded Swing Line LoansU.S. Bank. (c) IfIf for any reason any Swing Line Loan cannot be refinanced by such a borrowing of Revolving Credit Base Rate Loans in accordance with Section 2.01A(b) (whether as a result of a failure to satisfy one or more of the conditions set forth in Section 3 or otherwise), prior to the making of request for a Revolving Credit Base Rate Loan submitted by U.S. Bank as set forth herein shall be deemed to be a request by U.S. Bank that each of the other Lenders fund its risk participation in the relevant Swing Line Loan(s) and each such Lender's payment to the Agent for the account of U.S. Bank pursuant to paragraph (bSection 2.01A(b) of this subsection 3.4, one of the events described shall be deemed payment in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage respect of such Refunded Swing Line Loan. Each such 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 amountparticipation. (d) WheneverIf any Lender fails to make available to U.S. Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.01A by the time specified in Section 2.01A(b), U.S. Bank shall be entitled to recover from such Lender, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to U.S. Bank at a rate per annum equal to the Fed Funds Rate. A certificate of U.S. Bank submitted to any Lender with respect to any amounts owing under this Section 2.01A shall be conclusive absent demonstrable error. (e) Each Lender's obligation to make Revolving Credit Base Rate Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.01A shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against U.S. Bank, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or Event of Default or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender's obligation to make Revolving Credit Base Rate Loans pursuant to this Section 2.01A (but not such Lender’s obligation to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.01A) is subject to the conditions set forth in Section 3. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein. (f) At any time after the Swing Line any Lender has received from any Revolving Credit Lender such Lender’s participating interest purchased and funded a risk participation in a Refunded Swing Line Loan, the Swing Line Lender if U.S. Bank receives any payment on account thereof, the of such Swing Line Lender Loan, U.S. Bank will distribute to such Lender its participating interest in Pro Rata Share of such amount payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest 's risk participation was outstanding and funded) in like the same funds as received; provided that, in the event that such those received by U.S. Bank. (g) If any payment received by the U.S. Bank in respect of principal or interest on any Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment Loan is required to be returned by U.S. Bank to the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower Company or any other Person for any reason whatsoever; reason, each Lender shall pay to U.S. Bank its Pro Rata Share thereof on the demand of U.S. Bank, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Fed Funds Rate. (iih) Until a Lender funds its Revolving Credit Base Rate Loans or risk participation pursuant to this Section 2.01A to refinance such Lender's Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the occurrence or continuance account of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.U.S.

Swing Line Commitment. (ai) Subject to the terms and conditions hereof, the each Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (individuallyin Dollars Euro, a “Sterling or any Alternate Swing Line Loan”; collectively, the Foreign Currency (“Swing Line Loans”) to Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Borrower; provided that no Swing Line Loan may be made if (A) the sum of (x) the aggregate principal amount of Swing Line Loans denominated in Dollars and (y) the Dollar Equivalent of the aggregate principal amount of Swing Line Loans denominated in Euro, Sterling and such Alternate Swing Line Foreign Currency, outstanding as at the date any Swing Line Loan is made shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to the limitation stated herein, without prior notice and, through but excluding the when aggregated with any Swing Line Lender’s other outstanding U.S. Revolving Credit Termination DateLoans hereunder, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give may exceed the Swing Line Lender irrevocable notice Commitment then in effect) and (which notice must be received by B) the Borrower shall not request, and no Swing Line Lender prior to 3:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loanshall make, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each any Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion mayif, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior after giving effect to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded Swing Line Loan, the Swing Line Lender receives any payment on account thereofAggregate Available U.S. Commitments would be less than zero or the Aggregate Total Outstandings of all the Lenders would exceed the Aggregate U.S. Commitments; provided, further, that the Swing Line Lender will distribute shall not be required to such Lender its participating interest in such amount (appropriately adjustedbut it may) make a Swing Line Loan to refinance an outstanding Swing Line Loan. During the Commitment Period, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by Borrower may use the Swing Line Lender is required to be returnedCommitment by borrowing, such Lender will return to repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Lender any portion thereof previously distributed by the Loans shall be ABR Loans, Euro Cost of Funds Loans, Sterling Cost of Funds Loans or Alternate Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line LenderForeign Currency Cost of Funds Loans only. (eii) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) Borrower shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the repay all outstanding Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) Loans on the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingTermination Date.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 3,000,000.00, provided that no the Swing Line Lender shall not make any Swing Line Loan may be made if if, after giving effect thereto, the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made would exceed and the aggregate Available Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Prime Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender set forth in immediately available funds to be delivered by wire transfer subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the account(s) designated Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time prepay the Swing Line Loans may 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 used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. (b) The Swing Line Lender Lender, at any time in its sole and absolute discretion discretion, may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan which is a Prime Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans outstanding on the date such notice is given (the “Refunded Swing Line Loans”) outstanding on to repay the date such notice is givenSwing Line Lender. Unless any of the events described in paragraph (fh) of Section 9 9.1 shall have occurred and be continuing with respect to the Borrower (in which event the procedures of paragraph (cd) of this subsection 3.4 2.8 shall apply), each such Revolving Lender shall make the proceeds of its such Revolving Credit Loan available to the Swing Line Lender Administrative Agent for the account of the Swing Line Lender at the office of the Swing Line Lender Administrative Agent specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under any Swing Line Note and shall be due as the respective Revolving Credit Loans made by the Revolving Lenders in accordance with their respective Revolving Credit Commitment Percentages. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Swing Line Lender the then unpaid principal amount of each Swing Line Loan of the Swing Line Lender on the Revolving Credit Termination Date (to the extent such Swing Line Loan has not previously been repaid in full with the proceeds of Revolving Credit Loans). (c) IfNotwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsection 6.2 have not been satisfied in respect thereof. (d) If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, 2.8 one of the events described in paragraph (fh) of Section 9 9.1 shall have occurred and be continuingcontinuing with respect to the Borrower, each Revolving Lender with a Revolving Credit Lender Commitment will, on the date such Revolving Credit Loan was to have been mademade pursuant to the notice in this subsection 2.8, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to (i) its Revolving Credit Commitment Percentage of such times (ii) the Refunded Swing Line LoanLoans. Each such Revolving Lender will immediately transfer to the Swing Line Lender Lender, in immediately available funds, the amount of its participation 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. (de) Whenever, at any time after the Swing Line any Revolving Lender has received from any Revolving Credit Lender such Lender’s purchased a participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received); provided thatprovided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lenderit. (ef) The Each Revolving Lender’s obligation of each Revolving Credit Lender to make the Loans referred to in subsection 2.8(b) and to purchase participating interests pursuant to subsection 3.4(c2.8(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or 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; (iii) any adverse change in the condition (financial or otherwise) of Borrowerthe Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any of its Subsidiaries or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Bank agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in Dollars in an aggregate principal amount (when added together with all other Swing Line Loans) at any one time outstanding not to exceed $5,000,000; 30,000,000, provided that at no Swing Line Loan time may be made if the aggregate principal amount Aggregate Extensions of the Swing Line Loans to be made would Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All The Swing Line Loans may from time to time be (1i) shall be made as Alternate Base Rate ABR Loans, (2ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Company and notified to the Administrative Agent and the applicable Swing Line Bank in accordance herewith, and shall not be entitled to be converted into Eurodollar Loans. The Company may, on any Borrowing Date for Swing Line Loans and (3) prior to the time that an irrevocable notice requesting such Swing Line Loans must be repaid in full within seven made pursuant to this subsection 2.10(a), request a quote of the Money Market Rate which would be applicable for such Swing Line Loans from a Swing Line Bank, specifying the amount of the proposed Money Market Rate Loans and the maturity date thereof (which shall be no less than one and no more than 30 days of making following such Borrowing Date). Upon receipt of such Loan orquote, if sooner, upon the making of any Revolving Credit Loan and Company shall in any event mature no promptly (but not later than the Revolving Credit Termination Datetime that an irrevocable notice requesting such Swing Line Loans must be made pursuant to this subsection 2.10(a)) notify the Administrative Agent and the applicable Swing Line Bank whether it requests such Swing Line Bank to make Money Market Rate Loans at such Money Market Rate. Borrower The Company shall give the Administrative Agent and the applicable Swing Line Lender Bank irrevocable notice (which notice must be received by the Administrative Agent and the applicable Swing Line Lender Bank prior to 3:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of (i) in the case of Swing Line Loans which are ABR Loans, $250,000 500,000 or a whole multiple thereof and (ii) in the case of Swing Line Loans which are Money Market Rate Loans, $1,000,000 or a whole multiple of $50,000 1,000,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the applicable Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer Bank to the account(s) designated Company by Borrower crediting the specified account of the Company with such proceeds in the manner from time to time agreed by the Company and the applicable borrowing noticeSwing Line Bank. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.32.2. (b) The Each Swing Line Lender Bank (i) at any time in its sole and absolute discretion may, (ii) if any Event of Default has occurred and is continuing, shall and (iii) on the fifteenth thirtieth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of Borrower the Company (which hereby irrevocably directs the each Swing Line Lender Bank to act on its behalf) ), request each Revolving Credit LenderBank, including the such Swing Line LenderBank, to make a Revolving Credit Loan in Dollars to the Company (which shall be initially an ABR Loan) in an amount equal to such Lender’s Bank's Revolving Credit Commitment Percentage of the amount of the such Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 8 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Lender Bank shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender Administrative Agent for the account of the applicable Swing Line Lender Bank at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) Administrative Agent located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 8 shall have occurred and be continuingoccurred, each Revolving Credit Lender Bank will, on the date such Loan was to would otherwise have been mademade (the "Refunding Date"), purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoanLoans. Each such Lender On the Refunding Date, each Bank will immediately transfer to the Administrative Agent, for the account of the applicable Swing Line Lender Bank, in immediately available funds, the amount of its participation in Dollars and upon receipt thereof the Administrative Agent and the applicable Swing Line Lender Bank will deliver to such Lender Bank a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Administrative Agent or a Swing Line Lender Bank has received from any Revolving Credit Lender Bank such Lender’s Bank's participating interest in a Refunded Swing Line Loan, the Administrative Agent or such Swing Line Lender Bank, as the case may be, receives any payment on account thereof, the Administrative Agent or such Swing Line Lender Bank, as the case may be, will promptly distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Bank's participating interest was outstanding and funded) in like funds as received; provided thatprovided, however, that in the event that such payment received by the Administrative Agent or such Swing Line Lender Bank, as the case may be, is required to be returned, such Lender Bank will return to the Administrative Agent or such Swing Line Lender Bank, as the case may be, any portion thereof previously distributed by the Administrative Agent or such Swing Line Lender Bank, as the case may be, to it in like funds as such payment is required to be returned by the Administrative Agent or such Swing Line Lenderline Bank, as the case may be. (e) The Each Bank's obligation of each to make Revolving Credit Lender to purchase participating interests Loans pursuant to subsection 3.4(c2.10(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender Bank may have against any other Bank or the Swing Line LenderCompany, Borrower or the Company may have against any Bank or any other Person Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrowerthe Company or any of its Subsidiaries; (iv) any breach of this Agreement by Borrower the Company or any other LenderBank (not including any Swing Line Bank); or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing noticeproceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office Alternate Base Rate Lending Office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon 2:00 p.m. (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, 3.4 one of the events described in paragraph (f) of Section 9 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded 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 such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided thatprovided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The Each Lender's obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.3.4

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “--------------- "Swing Line Loans”") to Borrower at any time and the Borrowers from time to time during the Revolving ---------------- Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that no Swing Line Loan may be -------- made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower the Borrowers under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Borrowers by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeBorrowers at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “"Refunded Swing Line Loans”") ------------------------- outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, 3.4 one of the events described in paragraph (f) of Section 9 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded 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 such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided that, that in -------- the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement by any Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 200,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line all Loans to be made would outstanding at any one time shall not exceed the aggregate Available Revolving Credit amount of the Commitments at such time. Amounts borrowed During the Commitment Period, the Borrower may use the Swing Line Commitment CREDIT AGREEMENT by Borrower under this subsection 3.4 may be repaid at any timeborrowing, subject to prepaying the limitation stated hereinSwing Line Loans in whole or in part, without prior notice andand reborrowing, through but excluding all in accordance with the Revolving Credit Termination Date, reborrowedterms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) bear interest based upon the ABR and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of loans that bear interest at any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Dateother rate. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.) 11:00 A.M., New York City time, on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans). The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of the Swing Line Lender by wire transfer to 3:00 P.M., New York City time, on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may, at any time and from time to time, prepay the Swing Line Loans may 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 used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof. (b) The Swing Line Loans shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit C to this Agreement, with appropriate insertions (the "Swing Line Note"), payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 2.16. The Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by the Swing Line Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Swing Line Note or this Agreement. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Revolving Credit Termination Date and (c) bear interest for the period from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 2.16. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, Lender including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit 's Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is givengiven (the "Outstanding Swing Line Loans"). Unless any of the events described in paragraph (f) of Section 9 7 shall have occurred and be continuing with respect to the Borrower (in which event the procedures of paragraph (ce) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender Administrative Agent for the account of the Swing Line Lender at the office of the Swing Line Lender Administrative Agent specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) 10.2 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Outstanding Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, CREDIT AGREEMENT shall no longer be due under the Swing Line Note and shall be evidenced as provided in subsection 2.7(b). The Borrower 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 Outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such Outstanding Swing Line Loans. (cd) IfNotwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsection 4.2 have not been satisfied. (e) If prior to the making of a Revolving Credit Loan pursuant to paragraph (bc) of this subsection 3.4, 2.20 one of the events described in paragraph (f) of Section 9 7 shall have occurred and be continuingcontinuing with respect to the Borrower, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been mademade pursuant to the notice in subsection 2.20(c), purchase an undivided participating interest in the Refunded Outstanding Swing Line Loan in an amount equal to (i) its Revolving Credit Commitment Percentage times (ii) the aggregate principal amount of such Refunded Swing Line LoanLoans then outstanding. Each such Lender will immediately transfer to the Swing Line Lender Lender, in immediately available funds, the amount of its participation 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. (df) Whenever, at any time after the Swing Line any Lender has received from any Revolving Credit Lender such Lender’s purchased a participating interest in a Refunded 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 such Lender’s 's participating interest was outstanding and funded) in like funds as received); provided thatprovided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lenderit. (eg) The Each Lender's obligation of each to make the Revolving Credit Lender Loans referred to in subsection 2.20(c) and to purchase participating interests pursuant to subsection 3.4(c2.20(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or 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; (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 Borrower the Borrower, any Subsidiary or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 15,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such timetime and provided, further, that no Swing Line Loan may be made if, after giving effect thereto, a Borrowing Base Deficiency would exist. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office Alternate Base Rate Lending Office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon 2:00 p.m. (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, 3.4 one of the events described in paragraph (f) of Section 9 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded 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 such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided thatprovided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The Each Lender's obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrowerthe Company; (iv) any breach of this Agreement by Borrower the Company or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no the amount of the Swing Line Loan may Commitment, provided, that in no event shall any Swing Line Loans be made if the aggregate principal amount of the Swing Line Loans to be made would would, after giving effect to the use of proceeds thereof, exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by the Borrower under this subsection 3.4 Section may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender an irrevocable notice Borrowing Notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 500,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered by wire transfer to crediting the account(s) designated by account of the Borrower in at the applicable borrowing noticeoffice of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Section 4.24. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph clause (f) of Section 9 8 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 Section shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, Section one of the events described in paragraph clause (f) of Section 9 8 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoanLoans. Each such Revolving Credit 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 amountparticipation. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s 's participating interest in a Refunded Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s 's participating interest was outstanding and funded) in like funds as received; provided thatprovided, 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 by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Each Revolving Credit Lender Lender's obligation to make Revolving Credit Loans to repay Refunded Swing Line Loans pursuant to Section 2.7(b) and/or to purchase participating interests pursuant to subsection 3.4(c) Section shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement by the Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) The priority of the Liens created by the Security Documents with respect to the Revolving Credit Loans, the Term Loans, the L/C Obligations and the Swing Line Loans shall be parri passu.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 15,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business 31 EXECUTION COPY Day of each calendar month shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office Alternate Base Rate Lending Office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon 2:00 p.m. (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, 3.4 one of the events described in paragraph (f) of Section 9 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded 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 such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided thatprovided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The Each Lender's obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.3.4

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, the Swing Line Lender agreesagrees that, so long as during the Administrative Agent has not received notice that an Event U.S. Revolving Credit Commitment Period, it will make available to the U.S. Borrower in the form of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") a portion of the credit otherwise ---------------- available to the U.S. Borrower at any time and from time to time during under the U.S. Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Commitments; provided that no Swing Line Loan may be made if (i) the aggregate principal amount of Swing Line Loans outstanding -------- at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to when aggregated with the limitation stated herein, without prior notice and, through but excluding the Swing Line Lender's other outstanding U.S. Revolving Credit Termination DateLoans hereunder, reborrowed. All may exceed the Swing Line Loans Commitment then in effect or such Swing Line Lender's U.S. Revolving Credit Commitment then in effect) and (1ii) shall be made as Alternate Base Rate Loans, (2) the U.S. Borrower shall not be entitled to be converted into Eurodollar Loans request, and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the shall not make, any Swing Line Lender prior Loan unless, after giving effect to 3:00 p.m.) on the requested Borrowing Date specifying the amount making of each requested such Swing Line Loan, which shall (A) the Available U.S. Revolving Credit Commitment of each U.S. Revolving Credit Lender would be in an aggregate minimum amount equal to or greater than zero, and (B) the Aggregate U.S. Revolving Extensions of $250,000 or a whole multiple Credit would not exceed the Borrowing Base of $50,000 in excess thereofthe U.S. Borrower. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to During the Administrative Agent for the account of Borrower in same day fundsU.S. Revolving Credit Commitment Period, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by U.S. Borrower may use the Swing Line Lender to Borrower Commitment by borrowing, repaying and reborrowing, all in immediately available funds to be delivered by wire transfer to accordance with the account(s) designated by Borrower in the applicable borrowing noticeterms and conditions hereof. The proceeds of Swing Line Loans may shall be used solely for the purposes referred to denominated in subsection 3.3U.S. Dollars and shall be U.S. Base Rate Loans only. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of U.S. Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the shall repay all outstanding Swing Line Loans (on the “Refunded U.S. Revolving Credit Termination Date. The U.S. Borrower shall also prepay all Swing Line Loans”) Loans then outstanding on the date such notice is given. Unless any simultaneously with each borrowing of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its U.S. Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided 10,000,000, PROVIDED that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, 3.4 one of the events described in paragraph (f) of Section 9 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded 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 such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided that, PROVIDED that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrowerthe Company; (iv) any breach of this Agreement by Borrower the Company or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “--------------- "Swing Line Loans”") to Borrower at any time and the Company from time to time during the Revolving Credit ----------------- Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 10,000,000, provided that no Swing Line Loan may be made if the -------- aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower the Company under this subsection 3.4 2.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.32.3. (ba) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “"Refunded -------- Swing Line Loans”") outstanding on the date such notice is given. Unless any of ---------------- the events described in paragraph (f) of Section 9 8 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 2.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 9.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (cb) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, 2.4 one of the events described in paragraph (f) of Section 9 8 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (dc) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded 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 such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided that, that in -------- the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (ed) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; , (ii) the occurrence or continuance of an Event of Default; , (iii) any adverse change in the condition (financial or otherwise) of any Borrower; , (iv) any breach of this Agreement by any Borrower or any other Lender; Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agreesagrees that, so long as during the Administrative Agent has not received notice that an Event Revolving Credit Commitment Period, it will make available to the Borrower in the form of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) a portion of the credit otherwise available to the Borrower under the Revolving Credit Commitments; provided that (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with such Swing Line Lender's other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender's Revolving Credit Commitment then in effect), (ii) the maturity date of any Swing Line Loan shall be no less than one and no more than thirty days following the Borrowing Date thereof (but in any event not later than the Revolving Credit Termination Date), provided that in the case of a Swing Line Loan that is a Eurodollar Loan, the maturity thereof shall be the last day of the Interest Period applicable thereto and (iii) the Borrower shall not request, and no Swing Line Lender shall make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof: The Swing Line Loans may from time to time be (A) Base Rate Loans, (B) Eurodollar Loans with an Interest Period of two weeks or one month, (C) Money Market Rate Loans or (D) a combination thereof, as determined by the Borrower and notified to the Administrative Agent and the applicable Swing Line Lender in accordance herewith; provided that the Borrower shall not have the right to convert Swing Line Loans of one Type into Swing Line Loans of any other Type (it being understood that the foregoing shall not prevent the Borrower from repaying any Swing Line Loan from proceeds of Revolving Credit Loans of any Type). (a) The Borrower may at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at prepay any one time outstanding not to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be subject, in an aggregate minimum amount the case of $250,000 or a whole multiple the prepayment of $50,000 in excess thereofSwing Line Loans that are Eurodollar Loans, to the payment of breakage costs, if any, pursuant to Section 2.17. The Borrower shall repay each such outstanding Swing Line Loan on its maturity or as required by Section 2.5(a). Immediately following the prepayment or repayment of any Swing Line Loan the applicable Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to shall provide the Administrative Agent for (which shall promptly forward a copy thereof to each other Swing Line Lender) with a written notice of the account amount and the date of Borrower in same day funds, the proceeds prepayment or repayment of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Loan. (b) The So long as any Lender is a Defaulting Lender, no Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, shall be required to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available 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 Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such 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. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded Swing Line Loan, unless it is satisfied that the Swing Line Lender receives any payment on account thereof, the Swing Line Lender related exposure will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received be 100% covered by the Swing Line Commitments of the non-Defaulting Lenders (by re-allocation among non-Defaulting Lenders (without the participation of such Defaulting Lender is required to be returned, therein) as provided in Section 2.21(a)(iv)) and/or by Cash Collateral provided by such Defaulting Lender will return to the Swing Line Lender any portion thereof previously distributed (and/or by the Swing Line Lender to it Borrower in like funds as such payment is required to be returned by the Swing Line Lenderaccordance with Section 2.22(a)). (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 12,500,000, provided that at no Swing Line Loan time may be made if the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans to be made would and Letter of Credit Outstandings exceed the aggregate Available lesser of (i) the Revolving Credit Commitments at such timeless the amount of any commitment in respect of any working capital facility described in subsection 8.2(i)(iii) and (ii) the Borrowing Base then in effect. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the 54 49 Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate minimum amount of $250,000 150,000 or a whole multiple of $50,000 25,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of the Swing Line Lender by wire transfer to 3:00 p.m. on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon 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 used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $150,000 or a whole multiple of $25,000 in excess thereof. (b) The Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender, in order to evidence the Swing Line Loans the Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-5, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the "Swing Line Note"), payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 4.1. The Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note and any such recordation shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by the Swing Line Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Swing Line Note or this Agreement. Any Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Revolving Credit Commitment Termination Date and (c) bear interest for the period from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, Lender including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is givengiven (the "Refunded Swing Line Loans"). Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing with respect to the Borrower (in which event the procedures of paragraph (ce) of this subsection 3.4 2.15 shall apply), ) each such Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender Administrative Agent for the account of the Swing Line Lender at the office of the Swing Line Lender Administrative Agent 55 50 specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) 12.2 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under any Swing Line Note and shall be due under the respective Revolving Credit Loans issued to the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages. The Borrower 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. (cd) IfNotwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsection 6.2 have not been satisfied. (e) If prior to the making of a Revolving Credit Loan pursuant to paragraph (bc) of this subsection 3.4, 2.15 one of the events described in paragraph (f) of Section 9 shall have occurred and be continuingcontinuing with respect to the Borrower, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been mademade pursuant to the notice in subsection 2.15(c), purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to (i) its Revolving Credit Commitment Percentage of such times (ii) the Refunded Swing Line LoanLoans. Each such Revolving Credit Lender will immediately transfer to the Swing Line Lender Lender, in immediately available funds, the amount of its participation participation, and upon receipt thereof the Swing Line Lender will deliver to such Revolving Credit Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (df) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s has purchased a participating interest in a Refunded Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s 's participating interest was outstanding and funded) in like funds as received); provided thatprovided, 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 by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lenderit. (eg) The obligation of each Each Revolving Credit Lender Lender's obligation to make the Loans referred to in subsection 2.15(c) and to purchase participating interests pursuant to subsection 3.4(c2.15(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such 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; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document 56 51 by Borrower the Borrower, Holdings, any of their Subsidiaries or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 200,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line all Loans to be made would outstanding at any one time shall not exceed the aggregate Available Revolving Credit amount of the Commitments at such time. Amounts borrowed During the Commitment Period, the Borrower may use the Swing Line Commitment by Borrower under this subsection 3.4 may be repaid at any timeborrowing, subject to prepaying the limitation stated hereinSwing Line Loans in whole or in part, without prior notice andand reborrowing, through but excluding all in accordance with the Revolving Credit Termination Date, reborrowedterms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) bear interest based upon the ABR and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of loans that bear interest at any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Dateother rate. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.) P.M., New York City time, on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans). The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of the Swing Line Lender by wire transfer to 4:00 P.M., New York City time, on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may, at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 3:00 P.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 used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof. (b) The Swing Line Loans shall, at the request of the Swing Line Lender, be evidenced by and repayable with interest in accordance with a promissory note of the Borrower substantially in the form of Exhibit C to this Agreement, with appropriate insertions (the "Swing Line Note"), payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in Section 2.16. The Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by the Swing Line Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Swing Line Note or this Agreement. The Swing Line CREDIT AGREEMENT Note shall (a) be dated the Closing Date, (b) be stated to mature on the Revolving Credit Termination Date and (c) bear interest for the period from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, Section 2.16. (c) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan that shall be initially an ABR Loan in an amount equal to such Lender’s Revolving Credit 's Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is givengiven (the "Outstanding Swing Line Loans"). Unless any of the events described in paragraph (f) of Section 9 7 shall have occurred and be continuing with respect to the Borrower (in which event the procedures of paragraph (ce) of this subsection 3.4 Section shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender Administrative Agent for the account of the Swing Line Lender at the office of the Swing Line Lender Administrative Agent specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) Section 10.2 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Outstanding Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under the Swing Line Note and shall be evidenced as provided in subsection 2.7(b). The Borrower 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 Outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such Outstanding Swing Line Loans. (cd) IfNotwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in Section 4.2 have not been satisfied. (e) If prior to the making of a Revolving Credit Loan pursuant to paragraph (bsubsection 2.20(c) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 7 shall have occurred and be continuingcontinuing with respect to the Borrower, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been mademade pursuant to the notice in subsection 2.20(c), purchase an undivided participating interest in the Refunded Outstanding Swing Line Loan in an amount equal to (i) its Revolving Credit Commitment Percentage times (ii) the aggregate principal amount of such Refunded Swing Line LoanLoans then outstanding. Each such Lender will immediately transfer to the Swing Line Lender Lender, in immediately available funds, the amount of its participation 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. (df) Whenever, at any time after the Swing Line any Lender has received from any Revolving Credit Lender such Lender’s purchased a participating interest in a Refunded 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 such Lender’s 's participating interest was outstanding and funded) in like funds as received); provided thatprovided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lenderit. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB (in such capacity, the "Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Lender") agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that at no Swing Line Loan time may be made if the sum of the aggregate outstanding principal amount of the Swing Line Loans to be made would and the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All The Swing Line Loans (1) shall be made as Alternate Base Rate denominated in Dollars and be ABR Loans, (2) and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender JPMCB irrevocable notice (which notice must be received by the Swing Line Lender JPMCB prior to 3:00 p.m.1:00 P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate the minimum amount of $250,000 500,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by JPMCB to the Company by crediting the account of the Company designated by the Company with such proceeds by 4:00 P.M., New York City time; provided that Swing Line Lender Loans used to Borrower finance the reimbursement of an LC Disbursement as provided in immediately available funds to subsection 4.6 shall be delivered remitted by wire transfer the Administrative Agent to the account(s) designated by Borrower in the applicable borrowing noticeIssuing Lender. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.34.2. (b) The Swing Line Lender JPMCB at any time in its sole and absolute discretion may, and on the fifteenth fifth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of Borrower the Company (which hereby irrevocably directs the Swing Line Lender JPMCB to act on its behalf) ), request each Revolving Credit Lender, including the Swing Line LenderJPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of the such Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 10 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender JPMCB for the account of the Swing Line Lender JPMCB at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) JPMCB located at 270 Park Avenue, New York, New York 10017 prior to 12:00 noon in funds immediately available Noon (New Yxxx Xxxx xxxx) xx xxxxx xxxxxxxxxxx xxxxxable 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 10 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoanLoans. Each such Lender will immediately transfer to the Swing Line Lender JPMCB, in immediately available fundsSame Day 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 amountparticipation. (d) Whenever, at any time after the Swing Line Lender JPMCB has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, the Swing Line Lender JPMCB receives any payment on account thereof, the Swing Line Lender JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided thatprovided, however, that in the event that such payment received by the Swing Line Lender JPMCB is required to be returned, such Lender will return to the Swing Line Lender JPMCB any portion thereof previously distributed by the Swing Line Lender JPMCB to it in like funds as such payment is required to be returned by the Swing Line LenderJPMCB. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, JPMorgan Chase Bank agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00025,000,000; provided PROVIDED that at no Swing Line Loan time may be made if the sum of the aggregate outstanding principal amount of the Swing Line Loans to be made would and the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by the Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All The Swing Line Loans (1) shall be made as Alternate Base Rate ABR Loans, (2) and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender JPMorgan Chase Bank irrevocable notice (which notice must be received by the Swing Line Lender JPMorgan Chase Bank prior to 3:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate the minimum amount of $250,000 500,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer JPMorgan Chase Bank to the account(s) designated Borrower by crediting the account of the Borrower in the applicable borrowing noticeat JPMorgan Chase Bank with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.33.2. (b) The Swing Line Lender JPMorgan Chase Bank at any time in its sole and absolute discretion may, and on the fifteenth thirtieth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender JPMorgan Chase Bank to act on its behalf) ), request each Revolving Credit Lender, including the Swing Line LenderJPMorgan Chase Bank, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Revolving Lender’s 's Revolving Credit Commitment Percentage of the amount of the such Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), ) each such Revolving Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender JPMorgan Chase Bank for the account of the Swing Line Lender JPMorgan Chase Bank at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) JPMorgan Chase Bank located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 prior to 12:00 noon Noon (New York City time) in funds immediately available 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 Refunded Swing Line Loans. (c) If, If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuingoccurred, each Revolving Credit Lender will, on the date such Loan was to would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loan Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoanLoans. Each such Revolving Lender will immediately transfer to the Swing Line Lender JPMorgan Chase Bank, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender JPMorgan Chase Bank will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender JPMorgan Chase Bank has received from any Revolving Credit Lender such Revolving Lender’s 's participating interest in a Refunded Swing Line Loan, the Swing Line Lender JPMorgan Chase Bank receives any payment on account thereof, the Swing Line Lender JPMorgan Chase Bank 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 such Revolving Lender’s 's participating interest was outstanding and funded) in like funds as received; provided thatPROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Lender JPMorgan Chase Bank is required to be returned, such Lender will return to the Swing Line Lender JPMorgan Chase Bank any portion thereof previously distributed by the Swing Line Lender JPMorgan Chase Bank to it in like funds as such payment is required to be returned by the Swing Line LenderJPMorgan Chase Bank. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agreesagrees that, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and from time to time during the Revolving Credit Commitment Period Period, it will make available to the Borrower in an aggregate principal amount at any one time outstanding not the form of swing line loans ("Swing Line Loans") a portion of the credit otherwise available to exceed $5,000,000the Borrower under the Revolving Credit Commitments; provided that no Swing Line Loan may be made if (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would outstanding at any time, when aggregated with the Swing Line Lender's other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender's Revolving Credit Commitment then in effect) and (ii) the Borrower shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments at such timewould be less than zero. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3only. (b) The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each calendar month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the shall repay all outstanding Swing Line Loans (on the “Refunded earlier of the Revolving Credit Termination Date and, with respect to any Swing Line Loans”) outstanding on Loan, the date that is the seventh Business Day after the date on which such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for Loan is made, provided that, if the account of the Borrower fails to repay a Swing Line Lender at Loan on such date, the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans Borrower shall be immediately applied deemed to repay the Refunded Swing Line Loans. (c) If, prior to the making of have requested a Revolving Credit Loan pursuant to paragraph (b) of this subsection 3.4Section 2.4(b), one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Revolving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded amount due with respect to such Swing Line Loan without regard to the minimum and multiples specified in an Section 2.2 for the principal amount equal of Base Rate Loans, but subject to its the Available Revolving Credit Commitment Percentage and conditions set forth in Section 5.2 (other than the delivery of such Refunded Swing Line Loan. Each such 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 amountBorrowing Notice). (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded 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 such Lender’s participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.