Common use of Swing Line Loans Clause in Contracts

Swing Line Loans. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Loans.

Swing Line Loans. During (a) Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m., New York City time, on the date specified in its discretionsuch Borrowing Notice, make Swing Line Loans to Borrowers in an aggregate the amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any its Swing Line Loan and any participation that may result therefrom pursuant available to the operation and effect of subsection (b), clause (iv) below, Borrower by depositing the amount into the Operating Account in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Loansimmediately available funds.

Swing Line Loans. During the Revolving Commitment PeriodSwing Line Lender hereby agrees, subject to the terms and conditions hereof, limitations set forth below with respect to the maximum amount of Swing Line Lender mayLoans permitted to be outstanding from time to time, in its discretion, to make a portion of the Working Capital Loan Commitments available to Company from time to time during the period from the Closing Date to but excluding the Working Capital Loan Commitment Termination Date by making Swing Line Loans to Borrowers Company in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to amount of the making of any Swing Line Loan Commitment to be used for the purposes identified in subsection 2.5B, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender's outstanding Working Capital Loans and Swing Line Lender's Pro Rata Share of the Letter of Credit Usage then in effect, may exceed Swing Line Lender's Working Capital Loan Commitment. The original amount of the Swing Line Loan Commitment is $5,000,000; PROVIDED that any participation that may result therefrom reduction of the Working Capital Loan Commitments made pursuant to the operation and effect of subsection (b), clause (iv2.4B(ii) below, in no event shall (i) the Revolving Credit Exposure exceed which reduces the aggregate Revolving Working Capital Loan Commitments and (ii) to an amount less than the Aggregate Revolving Obligations then current amount of the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to the amount of the Working Capital Loan Commitments, as so reduced, without any Lender exceed such further action on the part of Company, Administrative Agent or Swing Line Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Loan Commitment shall expire on the Revolving Working Capital Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such that date. Each ; PROVIDED that the Swing Line Loan Commitment shall constitute a Revolving expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(iv) may be repaid and, at any time to but excluding the Working Capital Loan for all purposesCommitment Termination Date, except that payments thereon reborrowed. Anything contained in this Agreement to the contrary notwithstanding, the Swing Line Loans and the Swing Line Loan Commitment shall be subject to the limitation that in no event shall the Total Utilization of Working Capital Loan Commitments at any time exceed the Working Capital Loan Commitments then in effect. With respect to any Swing Line Loans which have not been voluntarily prepaid by Company pursuant to subsection 2.4B(i), Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Company), no later than 9:00 A.M. (Chicago time) on the first Business Day in advance of the proposed Funding Date, a notice (which shall be deemed to be a Notice of Borrowing given by Company) requesting Working Capital Lenders to make Working Capital Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Swing Line Loans (the "REFUNDED SWING LINE LOANS") outstanding on the date such notice is given which Swing Line Lender requests Working Capital Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Working Capital Loans made solely by Working Capital Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender for its own account. The obligation of Borrowers (and not to Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Working Capital Loans are made, Swing Line Lender's Pro Rata Share of the Refunded Swing Line Loans shall be evidenced deemed to be paid with the proceeds of a Working Capital Loan made by Swing Line Lender, and such portion of the records Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender's outstanding Working Capital Loans and shall be due under the Working Capital Note of Swing Line Lender and the participations of each Working Capital Lender in such Refunded Swing Line Loan shall be extinguished without further action. Company hereby authorizes Administrative Agent and Swing Line Lender to charge Company's accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Working Capital Loans made by Working Capital Lenders, provided that, promptly upon including the Working Capital Loan deemed to be made by Swing Line Lender’s request , are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (butor deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Working Capital Lenders in the manner contemplated by subsection 10.5. Immediately upon funding of any eventSwing Line Loan, within five (5) Business Days after receipt each Working Capital Lender shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the principal amount of such request)Swing Line Loans. Upon one Business Day's notice from Swing Line Lender, Borrowers each Working Capital Lender shall execute and deliver to Swing Line Lender a an amount equal to its respective participation in any outstanding Swing Line Note Loans in same day funds at the Funding and Payment Office. Each such amount so delivered by any Working Capital Lender shall be deemed to evidence the Debts arising under be a Base Rate Working Capital Loan of such Working Capital Lender, and the Swing Line LoansLender's participation, in its capacity as a Working Capital Lender, in any outstanding Swing Line Loans shall be deemed to be converted to a Working Capital Loan of the Swing Line Lender made in its capacity as a Working Capital Lender. In the event any Working Capital Lender fails to make available to Swing Line Lender the amount of such Working Capital Lender's participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Working Capital Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event Swing Line Lender receives a payment of any amount in which other Working Capital Lenders have purchased participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Working Capital Lender its Pro Rata Share of such payment. Anything contained herein to the contrary notwithstanding, each Working Capital Lender's obligation to make Working Capital Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Working Capital Lender's obligation to purchase a participation in Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which such Working Capital Lender may have against Swing Line Lender, Company or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Event of Default (subject to the proviso set forth below); (c) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; (d) any breach of this Agreement or any other Loan Document by any party thereto; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; PROVIDED that such obligations of each Working Capital Lender are subject to satisfaction of one of the following conditions (X) Swing Line Lender believed in good faith that all conditions under Section 4 to the making of the applicable Refunded Swing Line Loans were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in accordance with subsection 10.6.

Swing Line Loans. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Swing Line Lender mayshall make a portion of the credit under the Working Capital Facility Commitments available to the Borrowers by making swing line loans (individually, a “Swing Line Loan” and, collectively, the “Swing Line Loans”) to any Borrower in its discretion, make an amount requested by the Borrowers’ Agent on behalf of such Borrower from time to time during the Working Capital Facility Commitment Period in an aggregate principal amount for all Borrowers at any one time outstanding not to exceed the Swing Line Loan Sub-Limit then in effect; provided that (i) the aggregate principal amount of Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding (including any such new Swing Line Loans), when aggregated with the Swing Line Sublimit; providedLender’s Working Capital Facility Commitment Percentage of the Total Working Capital Facility Extensions of Credit, that may exceed such Swing Line Lender’s Working Capital Facility Commitment then in effect and (ii) neither the Borrowers’ Agent nor any Borrower shall 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 Working Capital Facility Commitments would be less than zero; provided further that after giving effect to any Swing Line Loan and any participation that may result therefrom pursuant to requested by the operation and effect Borrowers’ Agent, each of subsection (b), clause (iv) below, the conditions set forth in no event Section 6.2 shall (i) be satisfied or waived. During the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Working Capital Facility Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on , each Borrower may use that portion of the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect Working Capital Facility that is subject to the Swing Line Loans then outstanding Loan Sub-Limit by borrowing, repaying and reborrowing such portion, all in accordance with the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay terms and conditions hereof. (b) Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Base Rate Loans.

Swing Line Loans. During (a) Subject to the terms and conditions set forth in this Agreement, the Swing Line Bank agrees, in reliance upon the agreements of the other Banks set forth in this Section 2.02, to make loans (each such loan, a “Swing Line Loan”) to each Borrower from time to time on any Business Day during the Revolving Credit Period, provided that: (i) the aggregate principal amount of all Swing Line Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the Swing Line Sublimit; (ii) the aggregate principal amount of all Loans outstanding from the Swing Line Bank (after giving effect to all amounts requested) does not exceed the Swing Line Bank’s Commitment PeriodAmount; (iii) the aggregate principal amount of such Borrower’s Debt (after giving effect to all Loans requested) does not exceed the Maximum Amount for such Borrower; and (iv) the aggregate principal amount of all Loans outstanding to all Borrowers, including all Swing Line Loans (after giving effect to all amounts requested), does not exceed the aggregate Commitment Amounts. (b) Each Borrower shall repay each Swing Line Loan made to it in full, together with any and all accrued and unpaid interest thereon, on the earliest of (i) seven (7) days after the date such Swing Line Loan was made, (ii) the date of the next Loan made to such Borrower by the Banks pursuant to Section 2.01, and (iii) the Termination Date. (c) Immediately upon the making of a Swing Line Loan, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Bank a risk participation in such Swing Line Loan in an amount equal to the product of such Bank’s Commitment Percentage times the amount of such Swing Line Loan. (d) Each Swing Line Borrowing shall be made upon a Borrower’s irrevocable notice to the Swing Line Bank and the Operations Agent, which may be given by telephone. Each such notice must be received by the Swing Line Bank and the Operations Agent not later than 4:00 p.m. (Boston time) on the requested Borrowing Date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and (ii) the requested Borrowing Date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Bank and the Operations Agent of a written Notice of Borrowing. Unless the Swing Line Bank has received notice (by telephone or in writing) from the Operations Agent (including at the request of any Bank) prior to 4:30 p.m. (Boston time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Bank not to make such Swing Line Loan as a result of the limitations set forth in the proviso set forth in clause (a) of this Section 2.02 or (B) that one or more of the applicable conditions specified in Article III is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender mayBank will, not later than 5:00 p.m. (Boston time) on the Borrowing Date specified in its discretionsuch Swing Line Loan Notice, make the amount of its Swing Line Loans Loan available to Borrowers in an aggregate amount outstanding the Borrower. (i) The Swing Line Bank at any time up in its sole and absolute discretion may request, on behalf of any Borrower to but not exceeding which a Swing Line Loan is outstanding (which Borrower hereby irrevocably authorizes the Swing Line Sublimit; providedBank to so request on its behalf), that after giving effect each Bank make a Loan in an amount equal to such Bank’s Commitment Percentage of the making amount of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding to such Borrower. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.01, subject to the unutilized portion of the aggregate Commitment Amounts and the Revolving Commitments conditions set forth in Section 3.02. The Swing Line Bank shall furnish the applicable Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Operations Agent. Each Bank shall make an amount equal to its Commitment Percentage of the amount specified in such Notice of Borrowing available to the Operations Agent at its address referred to in Section 9.01 in immediately available funds for the account of the Swing Line Bank not later than 2:00 p.m. (Boston time) on the day specified in such Notice of Borrowing, whereupon, subject to clause (ii) below, each Bank that so makes funds available shall be paid deemed to have made a Loan to the Borrower in full no later than such dateamount. Each The Operations Agent shall remit the funds so received to the Swing Line Bank. (ii) If for any reason any Swing Line Loan shall constitute cannot be refinanced by a Revolving Loan in accordance with clause (i) of this Section 2.02(e), the request for all purposes, except that payments thereon Loans submitted by the Swing Line Bank as set forth herein shall be made solely deemed to be a request by the Swing Line Lender Bank that each of the Banks fund its risk participation in the relevant Swing Line Loan and each Bank’s payment to the Operations Agent for its own accountthe account of the Swing Line Bank pursuant to clause (i) of this Section 2.02(e) shall be deemed payment in respect of such participation. (iii) If any Bank fails to make available to the Operations Agent for the account of the Swing Line Bank any amount required to be paid by such Bank pursuant to the foregoing provisions of this clause (e) by the time specified in clause (i) of this Section 2.02(e), the Swing Line Bank shall be entitled to recover from such Bank (acting through the Operations Agent), 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 the Swing Line Bank at a rate per annum equal to the Federal Funds Rate. The A certificate of the Swing Line Bank submitted to any Bank (through the Operations Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Bank’s obligation to make Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.02 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Bank, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Bank’s obligation to make Loans pursuant to Section 2.02(e)(i) is subject to the conditions set forth in Section 3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of Borrowers a Borrower to repay Swing Line Loans shall be evidenced by the records of Swing Line Lendermade to it, together with interest as provided that, promptly upon Swing Line Lender’s request herein. (but, i) At any time after any Bank has purchased and funded a risk participation in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under Loan, if the Swing Line LoansBank receives any payment on account of such Swing Line Loan, the Swing Line Bank will distribute to such Bank its Commitment Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s risk participation was funded) in the same funds as those received by the Swing Line Bank. (ii) If any payment received by the Swing Line Bank in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Bank under any circumstances (including pursuant to any settlement entered into by the Swing Line Bank in its discretion), each Bank shall pay to the Swing Line Bank its Commitment Percentage thereof on demand of the Operations Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Operations Agent will make such demand upon the request of the Swing Line Bank. The obligations of the Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. (g) Until each Bank funds its Loan or risk participation pursuant to this Section 2.02 to refinance such Bank’s Commitment Percentage of any Swing Line Loan, interest in respect of such Commitment Percentage shall be solely for the account of the Swing Line Bank.

Swing Line Loans. During the Revolving Commitment Period, subject Subject to the terms and conditions hereofset forth herein, the Swing Line Lender Bank may, in its discretionsole discretion on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, make and without any obligation to do so, on the terms and subject to the conditions hereinafter set forth, consider making Loans from time to time to the Co-Borrowers under the Revolving Line (each such loan, a “Swing Line Loans Loan”) on any Business Day during the period from the Closing Date to Borrowers the Revolving Maturity Date, in an aggregate principal amount outstanding at any time up to but outstanding that will not exceeding exceed the Swing Line Sublimit; provided, provided that after giving effect to the making of any such Swing Line Loan Loan, the aggregate outstanding amount of Swing Line Loans and any participation that may result therefrom pursuant to Revolving Loans and Swing Line Loans plus the operation and effect Effective Amount of subsection (b), clause (iv) below, in no event all L/C Obligations shall (i) the Revolving Credit Exposure not exceed the aggregate Revolving Commitments Commitments, or, if a Defaulting Bank exists hereunder, the Total Available Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Co-Borrowers may borrow, repay, prepay and reborrow Swing Line Loans under this Section 2.01(b). (i) To request a Swing Line Loan, the applicable Co-Borrower shall notify the Agent and the Swing Line Bank of such request by telephone (confirmed by telecopy), not later than 4:00 p.m. (New York City time) on the day of a proposed Swing Line Loan. Each such telephonic borrowing request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Agent and the Swing Line Bank of a written Notice of Borrowing (Swing Line Loans). If no date of issuance for such Swing Line Loan is specified, then the date of issuance of such Swing Line Loan shall be assumed to be the date of the Notice of Borrowing (Swing Line Loans). If no maturity date for such Swing Line Loan is specified, then the maturity date for such Swing Line Loan shall be assumed to be the fifth (5th) Business Day following the date of the of Borrowing. (ii) If, for any reason a Swing Line Loan is not repaid on its related Swing Line Maturity Date, the Agent may, on or after the immediately following Business Day, effect repayment of the unpaid amount of such Swing Line Loan as follows: (1) Without any request therefor from the Co-Borrowers, the Agent may make a Revolving Loan to the Co-Borrowers on behalf of the Banks, the proceeds of which shall be applied to repay all or a portion of the unpaid amount of such Swing Line Loan. Upon making such Revolving Loan, the Agent will send notice thereof to the Co-Borrower and the Banks, whereupon the Banks (including the Swing Line Bank to the extent that it is also a Bank) shall fund their respective Pro Rata Shares of such Revolving Loan without offset, deduction or counterclaim. (2) Notwithstanding any other provisions of this Agreement to the contrary, to the extent that all or any portion of such Revolving Loan may not be (A) made by the Agent because any of the conditions precedent to the making of a Revolving Loan pursuant to Section 5.02 could not be fulfilled as of the date such Loan would otherwise have been made or (B) legally made by the Agent to the Co-Borrowers for any other reason (including the bankruptcy or insolvency of any Co-Borrower), each Bank severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Swing Line Loans in an amount equal to such Bank’s Pro Rata Share of such Swing Line Loan. Each such Bank will immediately transfer to the Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be distributed by the Agent to the Swing Line Bank, to such extent as will reduce the amount of the participating interest retained by the Swing Line Bank in its Swing Line Loans. In the event any Bank fails to make available to the Swing Line Bank the amount of such Bank’s participation as provided in this Section 2.01(b)(ii)(2), the Swing Line Bank shall be entitled to recover such amount on demand from such Bank together with interest at the at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. (iii) Each Bank’s obligation to purchase participating interests pursuant to Section 2.01(b)(ii)(2) hereof shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or any Co-Borrower may have against the Swing Line Bank, any Co-Borrower or any other Person, as the case may be, for any reason whatsoever; (ii) the Aggregate Revolving Obligations occurrence or continuance of a Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant Co-Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by the Co-Borrowers or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to this any of the foregoing. (iv) Each of the conditions precedent set forth in Section 2.3 may 5.02 hereof shall be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all fully applicable to any Swing Line Loans and all except to the extent expressly stated to the contrary in this Section 2.01(b). (v) Notwithstanding anything to the contrary in this Agreement or in the other amounts owed hereunder with respect to Loan Documents, (A) the Swing Line Loans then outstanding shall rank pari passu with all other senior debt of the Co-Borrowers and the Revolving Commitments shall be paid secured by the Collateral, and (B) unless and until each Swing Line Loan is funded by payment from the Banks to the Agent, any and all payments by a Co-Borrower in full no later than such date. Each respect of any Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made to the Agent solely to Swing Line Lender for its own account. The obligation the benefit of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line LoansBank.

Swing Line Loans. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereofset forth herein, the Swing Line Lender mayagrees to make loans in Dollars to the Borrowers (each such loan, in its discretion, make a “Swing Line Loans Loan”), from time to Borrowers time on any Business Day during the period beginning on the Business Day after the Closing Date until the date which is one Business Day prior to the Maturity Date of the Participating Revolving Credit Commitments (taking into account the Maturity Date of any Participating Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in an aggregate amount outstanding not to exceed at any time up to but not exceeding outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of the Swing Line Lender’s Revolving Credit Commitment; providedprovided that, that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b)Loan, clause (iv) below, in no event shall (i) the Revolving Credit Exposure under such Participating Revolving Credit Commitments shall not exceed the aggregate Participating Revolving Commitments Credit Commitments, and (ii) the Aggregate aggregate Outstanding Amount of the Revolving Obligations Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Participating Revolving CommitmentCredit Commitment then in effect; provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Amounts borrowed pursuant Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Participating Revolving Loan for all purposes, except that payments thereon Credit Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising product of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the each Swing Line Lender mayseverally agrees to make swing line loans in Dollars (individually, in its discretion, make a “Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding Loan”; collectively, the “Swing Line SublimitLoans”) to any Swing Line Borrower from time to time during the Revolving Credit Commitment Period in accordance with the procedures set forth in this Section 2.5; provided, that (i) the aggregate outstanding principal amount of all Swing Line Loans shall not exceed $2,000,000,000 at any one time, (ii) the principal amount of any borrowing of Swing Line Loans may not exceed the aggregate amount of the Available Revolving Credit Commitments of all Lenders immediately prior to such borrowing, (iii) in no event may Swing Line Loans be borrowed hereunder if, after giving effect thereto, (x) the aggregate principal amount of Swing Line Loans, Revolving Credit Loans and Local Currency Loans (US$ Equivalent) made by any Swing Line Lender then outstanding would exceed such Swing Line Lender’s Revolving Credit Commitment, (y) the aggregate principal amount of US$ Loans and Local Currency Loans (US$ Equivalent) made to any Subsidiary Borrower then outstanding would exceed the making Maximum Subsidiary Borrowing Amount with respect to such Subsidiary Borrower set forth in the most recent Subsidiary Borrower Notice and Designation delivered by IBM pursuant to Section 5.2(d) or (z) the aggregate principal amount of Swing Line Loans made by any Swing Line Lender then outstanding would exceed the Swing Line Commitment of such Swing Line Lender and (iv) in no event may Swing Line Loans be borrowed hereunder if (x) the Administrative Agent shall have received notice from the Required Lenders specifying that a Default or Event of Default shall have occurred and be continuing and (y) such Default or Event of Default shall not have been subsequently cured or waived. Amounts borrowed by any Swing Line Borrower under this Section 2.5 may be repaid and, up to but excluding the Termination Date, reborrowed. All Swing Line Loans shall at all times be ABR Loans. The relevant Swing Line Borrower shall give the Administrative Agent irrevocable notice of any Swing Line Loan Loans requested hereunder (which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, on the requested Borrowing Date) specifying (A) the amount to be borrowed, and any participation (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify each Swing Line Lender of the aggregate amount of such borrowing and of the amount of such Swing Line Lender’s Swing Line Borrowing Share (if any) thereof. Not later than 2:00 p.m., New York City time, on the Borrowing Date specified in such notice each Swing Line Lender shall make its Swing Line Borrowing Share of such Swing Line Loans available to the Administrative Agent for the account of the relevant Swing Line Borrower at the office of the Administrative Agent set forth in Section 11.2 in funds immediately available to the Administrative Agent. The proceeds of such borrowing will then be immediately made available to the relevant Swing Line Borrower by the Administrative Agent crediting the account of such Swing Line Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Swing Line Lenders and in like funds as received by the Administrative Agent. The Administrative Agent and the Swing Line Lenders acknowledge that may result therefrom the funding provisions in respect of the Swing Line Commitments are material terms of this Agreement and that it is of importance to the Swing Line Borrowers that the funding of Swing Line Loans be made in a timely and efficient manner. Each borrowing pursuant to this Section 2.5 shall be in a minimum aggregate principal amount of the operation and effect lesser of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments $20,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) the Aggregate Revolving Obligations aggregate amount of the then Available Swing Line Commitments. (b) Notwithstanding the occurrence of any Lender exceed Default or Event of Default or noncompliance with the conditions precedent set forth in Section 5 or the minimum borrowing amounts specified in Section 2.2, if any Swing Line Loans shall remain outstanding at 10:00 a.m., New York City time, on the seventh Business Day following the Borrowing Date thereof, or, in the Administrative Agent’s sole discretion and subject to two Business Day’s advance notice to IBM, at 10:00 a.m., New York City time on any other Business Day following the Borrowing Date thereof designated by the Administrative Agent, and if by such time on such seventh Business Day or designated Business Day, as the case may be, the Administrative Agent shall have received neither (i) a notice of borrowing delivered by the relevant Swing Line Borrower pursuant to Section 2.2 requesting that Revolving Credit Loans be made pursuant to Section 2.1 on the immediately succeeding Business Day in an amount at least equal to the aggregate principal amount of such Swing Line Loans, nor (ii) any other notice satisfactory to the Administrative Agent indicating such Swing Line Borrower’s intent to repay all such Swing Line Loans on the immediately succeeding Business Day with funds obtained from other sources, the Administrative Agent shall be deemed to have received a notice from such Swing Line Borrower pursuant to Section 2.2 requesting that ABR Loans be made pursuant to Section 2.1 on such immediately succeeding Business Day in an amount equal to the aggregate amount of such Swing Line Loans, and the procedures set forth in Section 2.2 shall be followed in making such ABR Loans, provided, that for the purposes of determining each Lender’s Revolving Commitment. Amounts borrowed pursuant Credit Borrowing Share with respect to this Section 2.3 may be repaid and re-borrowed during such borrowing, the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all outstanding principal amount of Swing Line Loans and all other amounts owed hereunder with respect shall be deemed to the be zero. The proceeds of such ABR Loans shall be applied to repay such Swing Line Loans. (c) If, for any reason, ABR Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposesmay not be, except that payments thereon shall be or are not, made solely pursuant to Swing Line Lender for its own account. The obligation paragraph (b) of Borrowers this Section 2.5 to repay Swing Line Loans as required by such paragraph, effective on the date such ABR Loans would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount of ABR Loans which would otherwise have been made by such Lender pursuant to paragraph (b) of this Section 2.5. Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be evidenced distributed by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver Administrative Agent to each Swing Line Lender a in such amount as will reduce the amount of the participating interest retained by such Swing Line Note to evidence the Debts arising under the Lender in its Swing Line LoansLoans to the amount of the ABR Loans which were to have been made by it pursuant to paragraph (b) of this Section 2.5. All payments in respect of Unrefunded Swing Line Loans and participations therein shall be made in accordance with Section 2.15.

Swing Line Loans. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, shall make revolving credit loans (the “Swing Line Loans Loans”) to Borrowers in an aggregate amount outstanding at the Borrower on any time up to but not exceeding the Swing Line SublimitBusiness Day; provided, that after giving effect (i) the aggregate principal amount of Swing Line Loans shall not exceed an amount equal to FORTY MILLION DOLLARS ($40,000,000) (as such amount may be adjusted in accordance with the provisions hereof, the “Swing Line Committed Amount”), (ii) with respect to the making Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the lesser of (x) the Aggregate Revolving Committed Amount and (y) the Availability Amount on such date, and (iii) the Borrower shall not use the proceeds of any Swing Line Loan and to refinance any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The outstanding Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such dateLoan. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by Daily Floating Eurodollar Rate Loans, and may be repaid and reborrowed in accordance with the records provisions hereof. Immediately upon the making of a Swing Line LenderLoan, provided thateach Lender shall be deemed to, promptly upon and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation interest in such Swing Line Loan in an amount equal to the product of such Lender’s request (but, in any event, within Revolving Commitment Percentage thereof. No Swing Line Loan shall remain outstanding for longer than five (5) Business Days after receipt of such request)Days. Notwithstanding anything herein to the contrary, Borrowers shall execute and deliver to the Swing Line Lender a shall not be under any obligation to make any Swing Line Note to evidence the Debts arising under Loan if any Lender is at that time a Defaulting Lender, unless the Swing Line LoansLender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swing Line Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swing Line Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Swing Line Loan then proposed to be made or all Swing Line Loans as to which the Swing Line Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

Swing Line Loans. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Dollar Swing Line Lenders shall make a portion of the credit under the Dollar Working Capital Facility Commitments available to the Borrowers by making swing line loans (individually, a “Dollar Swing Line Loan” and, collectively, the “Dollar Swing Line Loans”) to the applicable Borrower from time to time in United States Dollars during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Dollar Swing Line Loan Sub-Limit then in effect; provided that (i) the sum of (x) the Dollar Swing Line Exposure of such Swing Line Lender, (y) the aggregate principal amount of outstanding Dollar Working Capital Facility Loans made by such Swing Line Lender may, (in its discretion, make capacity as a Dollar Working Capital Facility Lender) and (z) the Dollar L/C Exposure of such Swing Line Loans to Borrowers Lender (in an aggregate amount outstanding at any time up to but its capacity as a Dollar Working Capital Facility Lender) may not exceeding the exceed such Swing Line Sublimit; providedLender’s Dollar Working Capital Facility Commitment then in effect, that (ii) the Borrowers shall not request, and no Dollar Swing Line Lender shall make, any Dollar Swing Line Loan if, after giving effect to the making of any such Dollar Swing Line Loan Loan, the aggregate amount of the Available Dollar Working Capital Facility Commitments would be less than zero and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iviii) below, in no event shall any Dollar Swing Line Lender be required to make Swing Line Loans in excess of $35,000,000 unless agreed by such Dollar Swing Line Lender; provided further that, after giving effect to any Dollar Swing Line Loan requested by any Borrower, each of the conditions set forth in Section 6.2 shall be satisfied or waived. During the Dollar Working Capital Facility Commitment Period, the Borrowers may use the Dollar Swing Line Loan Sub-Limit by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. (b) Subject to the terms and conditions hereof, the Multicurrency Swing Line Lenders shall make a portion of the credit under the Multicurrency Working Capital Facility Commitments available to the Borrowers by making swing line loans (individually, a “Multicurrency Swing Line Loan” and, collectively, the “Multicurrency Swing Line Loans”) to the applicable Borrower from time to time in United States Dollars or Canadian Dollars (as the applicable Borrower shall notify the Administrative Agent or the Canadian Agent, as applicable, in accordance with Section 2.5) during the Commitment Period in an aggregate principal amount at any one time outstanding such that the Dollar Equivalent thereof does not exceed the Multicurrency Swing Line Loan Sub-Limit then in effect; provided that (i) the Revolving Credit sum of (x) the Dollar Equivalent of the Multicurrency Swing Line Exposure exceed of such Swing Line Lender, (y) the Dollar Equivalent of the aggregate Revolving Commitments principal amount of outstanding Multicurrency Working Capital Facility Loans made by such Swing Line Lender (in its capacity as a Multicurrency Working Capital Facility Lender) and (z) the Dollar Equivalent of the Multicurrency L/C Exposure of such Swing Line Lender (in its capacity as a Multicurrency Working Capital Facility Lender) may not exceed such Swing Line Lender’s Multicurrency Working Capital Facility Commitment then in effect and (ii) the Aggregate Revolving Obligations Borrowers shall not request, and no Multicurrency Swing Line Lender shall make, any Multicurrency Swing Line Loan if, after giving effect to the making of such Multicurrency Swing Line Loan, the aggregate amount of the Available Multicurrency Working Capital Facility Commitments would be less than zero; provided further that, after giving effect to any Lender exceed such Lender’s Revolving CommitmentMulticurrency Swing Line Loan requested by any Borrower, each of the conditions set forth in Section 6.2 shall be satisfied or waived. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during During the Revolving Multicurrency Working Capital Facility Commitment Period. The , the Borrowers may use the Multicurrency Swing Line Lender’s Revolving Commitment shall expire on Loan Sub-Limit by borrowing, repaying and reborrowing, all in accordance with the Revolving Commitment Termination Date terms and all conditions hereof. (c) Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments (i) denominated in United States Dollars shall be paid Base Rate Loans and (ii) denominated in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon Canadian Dollars shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Prime Rate Loans.

Swing Line Loans. During (a) Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan Loans) and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to reborrow under this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date2.04. Each Swing Line Loan shall constitute be a Revolving Loan for all purposesBase Rate Loan. Immediately upon the making of a Swing Line Loan, except that payments thereon each Senior Lender shall be made solely to deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender for a participation in such Swing Line Loan in an amount equal to its own accountProportionate Share of the amount of such Swing Line Loan. The obligation of Borrowers to repay Swing Line Loans shall may only be evidenced used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the records of Swing Line Lender, provided thatthe Common Security Trustee and the Senior Facility Agent, promptly upon no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Lender’s request Loan Borrowing; (but, in any event, within five (5iii) Business Days after receipt the purpose for which the proceeds of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line LoansLoan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars.

Swing Line Loans. During (a) The Swing Line. Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a "Swing Line Loan") to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Amount Outstanding under the Working Capital/Distribution Subfacility shall not exceed the Aggregate Commitments under the Working Capital/Distribution Subfacility, and (ii) the aggregate Outstanding Amount of the Committed Loans under the Working Capital/Distribution Subfacility of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Working Capital/Distribution Subfacility Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that Borrower may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.15, prepay under Section 2.04, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.15. Each Swing Line Loan shall constitute be a Revolving Base Rate Loan for all purposes, except that payments thereon and shall be made solely to Swing Line Lender outstanding for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within no longer than five (5) Business Days after receipt Days. Immediately upon the making of such request)a Swing Line Loan, Borrowers each Lender shall execute be deemed to, and deliver to hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender's Pro Rata Share times the amount of such Swing Line LoansLoan.

Swing Line Loans. During (a) The Swing Line. Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a "Swing Line Loan") to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that Borrower may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Revolving Loan for all purposesBase Rate Loan. Immediately upon the making of a Swing Line Loan, except that payments thereon each Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender's Pro Rata Share times the amount of such Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject (a) The Swing Line. Subject to the terms and conditions hereofset forth herein, the Swing Line Lender mayBank of America, in its capacity as Swing Line Lender, may in its sole discretion, agree to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loans Loan”), from time to Borrowers time on any Business Day during the period beginning on the Closing Date and until the Maturity Date in an aggregate amount outstanding not to exceed at any time up to but not exceeding outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; providedprovided that, that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b)Loan, clause (iv) below, in no event shall (i) the Revolving Credit Exposure shall not exceed the aggregate Revolving Commitments Credit Commitment and (ii) the Aggregate aggregate Outstanding Amount of the Revolving Obligations Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving CommitmentCredit Commitment then in effect; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Amounts borrowed pursuant Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Loan for all purposes, except that payments thereon Credit Lender shall be made solely to deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender for its own accounta risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan. The obligation of Borrowers to repay Notwithstanding the foregoing, before making any Swing Line Loans shall be evidenced by (if at such time any Revolving Credit Lender is a Defaulting Lender), the records applicable Swing Line Lender may condition the provision of any Swing Line Loans on its receipt of Cash Collateral or similar security satisfactory to such Swing Line Lender (in its sole discretion) from either the Borrower or such Defaulting Lender in respect of such Defaulting Lender’s risk participation in such Swing Line Loans as set forth below. The Borrower and/or such Defaulting Lender hereby grants to the Administrative Agent, for the benefit of the Swing Line Lender, provided thata security interest in all such Cash Collateral and all proceeds of the foregoing. Such Cash Collateral shall be maintained in blocked deposit accounts at Bank of America and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this paragraph are subject to any right or claim of any Person other than the Administrative Agent for the benefit of the Swing Line Lender or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable Swing Line Loan, the Borrower and/or such Defaulting Lender will, promptly upon Swing Line Lender’s request demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (butx) such aggregate risk participation over (y) the total amount of funds, in if any, then held as Cash Collateral under this paragraph that the Administrative Agent determines to be free and clear of any event, within five such right and claim. If the Revolving Credit Lender that triggers the Cash Collateral requirement under this paragraph ceases to be a Defaulting Lender (5) Business Days after receipt of such request), Borrowers shall execute and deliver to as determined by the Swing Line Lender a Swing Line Note to evidence the Debts arising under in good faith), or if the Swing Line LoansCommitments have been permanently reduced to zero, the funds held as Cash Collateral shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral.

Swing Line Loans. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Swing Line Lender mayshall make a portion of the credit under the Revolving Facility Commitments available to the Borrowers by making swing line loans (individually, a “Swing Line Loan” and, collectively, the “Swing Line Loans”) to any Borrower in its discretion, make an amount requested by the Borrowers’ Agent on behalf of such Borrower from time to time during the Revolving Facility Commitment Period in an aggregate principal amount for all Borrowers at any one time outstanding not to exceed the Swing Line Loan Sub-Limit then in effect; provided that (i) the aggregate principal amount of Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding (including any such new Swing Line Loans), when aggregated with the Swing Line Sublimit; providedLender’s Revolving Facility Commitment Percentage of the Total Revolving Facility Extensions of Credit, that may exceed such Swing Line Lender’s Revolving Facility Commitment then in effect and (ii) neither the Borrowers’ Agent nor any Borrower shall 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 Facility Commitments would be less than zero; provided further that after giving effect to any Swing Line Loan and any participation that may result therefrom pursuant to requested by the operation and effect Borrowers’ Agent, each of subsection (b), clause (iv) below, the conditions set forth in no event Section 6.2 shall (i) be satisfied or waived. During the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations Facility Commitment Period, each Borrower may use that portion of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect Facility that is subject to the Swing Line Loans then outstanding Loan Sub-Limit by borrowing, repaying and reborrowing such portion, all in accordance with the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay terms and conditions hereof. (b) Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Base Rate Loans.

Swing Line Loans. During Subsection 2.05(a) of the Revolving Commitment Period, subject Credit Agreement is hereby deleted in its entirety and the following substituted therefor: (a) Subject to the terms and conditions hereof, the Swing Line Lender mayagrees to make swing line loans (each a “Swing Line Loan” and, in its discretioncollectively, make the “Swing Line Loans”) to the Borrower from time to time on any Business Day during the period from the Effective Date to the sixth Business Day preceding the Revolving Maturity Date, provided that (i) immediately after making each Swing Line Loan, (A) the aggregate outstanding principal balance of the Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but will not exceeding exceed the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments Commitment and (iiB) the Aggregate Revolving Obligations of any Lender Exposure will not exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Aggregate Revolving Commitment (provided, further, that, during each Borrowing Base Period. The , immediately after making each Swing Line Lender’s Revolving Commitment shall expire on Loan, the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to aggregate outstanding principal balance of the Swing Line Loans then outstanding will not exceed the Swing Line Commitment, and the Aggregate Revolving Commitments Exposure will not exceed the lesser of (x) the Aggregate Revolving Commitment and (y) the Borrowing Base Amount), (ii) prior thereto or simultaneously therewith the Borrower shall have borrowed Revolving Loans, (iii) no Lender shall be paid in full default of its obligations under this Agreement and (iv) no later than such date. Each Swing Line Loan Credit Party shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to have notified the Swing Line Lender for its own account. The obligation of Borrowers and the Borrower in writing at least one Business Day prior to repay the Borrowing Date with respect to such Swing Line Loans shall be evidenced by Loan, that the records conditions set forth in Section 5.02 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making such Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line LoansLoan.

Swing Line Loans. During In the Revolving Commitment Periodcase of a Notice of Loan after the Closing Date, subject to the terms each Borrower and conditions hereof, each Lender hereby authorize the Swing Line Lender may, in its discretion, at any time prior to the Facility Termination Date to make Swing Line Loans in the amount of the requested Swing Line Loan available to Borrowers in an the Borrowers; provided, however, that (i) on the requested date of borrowing the aggregate amount outstanding at any time up to but not exceeding of the sum of (x) the Swing Line Sublimit; providedLoans made since the last Settlement Date less the amount of collections or payments applied to the Swing Line Loans since the last Settlement Date plus (y) the amount of the requested Swing Line Loans, that does not exceed 10% of the Aggregate Revolving Commitment, (ii) after giving effect to the making requested Swing Line Loan, the Revolving Exposure shall not exceed the Maximum Borrowing Amount, and (iii) the Borrowers shall not use the proceeds of any Swing Line Loan and to refinance any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The outstanding Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such dateLoan. Each Swing Line Loan shall constitute be considered for all purposes hereof as a Revolving Loan for hereunder and shall be subject to all purposes, the terms and conditions applicable to other Revolving Loans (except that payments thereon (i) no Swing Line Loan shall be made solely eligible to Swing Line Lender for its own account. The obligation of Borrowers to repay be a SOFR Loan, (ii) all payments on Swing Line Loans shall be evidenced by payable to the records Agent solely for the account of the Swing Line Lender, provided thatand (iii) the Borrowers must repay each Swing Line Loan in full within seven (7) days or upon demand of the Swing Line Lender), promptly upon and shall be secured as an Obligation hereunder. The Swing Line Lender shall not make and shall not be obligated to make a Swing Line Loan if the Swing Line Lender has actual knowledge that one or more of the applicable conditions precedent set forth in Section 8.2 will not be satisfied on the requested funding date. The Swing Line Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 8.2 have been satisfied as of the requested borrowing date prior to making a Swing Line Loan. The Swing Line Lender shall not be obligated to make a Swing Line Loan if any Lender is at that time a Defaulting Lender, unless the Swing Line Lender has entered into agreements reasonably satisfactory to the Swing Line Lender with the Borrowers and/or such Lender to eliminate the Swing Line Lender’s request Fronting Exposure with respect to the Defaulting Lender (but, in any event, within five (5after giving effect to Section 2.15(f)) Business Days after receipt of such request), Borrowers shall execute and deliver arising from either the Swing Line Loan proposed or future Swing Line Loans as to which the Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Loanswill have potential Fronting Exposure in respect of such Defaulting Lender.

Swing Line Loans. During the Revolving Commitment Period, subject (i) Subject to the terms and conditions hereof, from time to time from the Closing Date to but excluding the fifth (5th) day prior to the Revolving Credit Maturity Date, Swing Line Lender agrees to make Swing Line Loans to Borrower in an aggregate principal amount at any one time Outstanding up to, but not exceeding Swing Line Commitment; provided, that in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the sum of (A) the Outstanding principal amount of the Revolving Loans and the Swing Line Loans (after giving effect to the Swing Line Loan being requested), plus (B) the Outstanding Letters of Credit shall not exceed the aggregate Revolving Commitments of the Revolving Lenders or cause a violation of the covenant set forth in §9.2(b). If at any time the aggregate principal amount of the Swing Line Loans Outstanding at such time exceeds the Swing Line Commitment in effect at such time, Borrower shall promptly pay Agent for the account of Swing Line Lender the amount of such excess. Subject to the terms and conditions of this Agreement, Borrower may borrow, repay and reborrow Swing Line Loans hereunder. (ii) Swing Line Loans shall bear interest at a per annum rate equal to the rate of interest borne by Base Rate Loans. Interest payable on Swing Line Loans is solely for the account of Swing Line Lender, subject to the participation rights of each Revolving Lender that has fully funded its participation interest in such Swing Line Loans pursuant to §2.1(c)(v). All accrued and unpaid interest on Swing Line Loans shall be payable by Borrower on the dates and in the manner provided in §3 with respect to interest on Base Rate Loans (except as Swing Line Lender and Borrower may otherwise agree in writing in connection with any particular Swing Line Loan). (iii) Each Swing Line Loan shall be in the minimum amount of $1,000,000 and integral multiples of $100,000 or such other minimum amounts agreed to by Swing Line Lender and Borrower from time to time. Any voluntary prepayment of a Swing Line Loan must be in integral multiples of $100,000 or the aggregate principal amount of all outstanding Swing Line Loans (or such other minimum amounts upon which Swing Line Lender and Borrower may agree in writing) and in connection with any such prepayment, Borrower must give Swing Line Lender prior written notice thereof no later than 10:00 a.m. (Cleveland time) on the date of such prepayment. (iv) Borrower agrees to repay each Swing Line Loan within five (5) days after the date such Swing Line Loan was made; provided, that the proceeds of a Swing Line Loan may not be used to repay a Swing Line Loan. Notwithstanding the foregoing, Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Swing Line Loans on the Revolving Credit Maturity Date (or such earlier date as Swing Line Lender and Borrower may agree in writing). In lieu of demanding repayment of any outstanding Swing Line Loan from Borrower, Swing Line Lender may, in its discretion, make on behalf of Borrower (which hereby irrevocably directs Swing Line Lender to act on its behalf for such purpose), request a borrowing of Base Rate Loans to Borrowers from the Revolving Lenders in an aggregate amount outstanding at any time up equal to but not exceeding the principal balance of such Swing Line Sublimit; providedLoan, provided that after giving effect the proposed advance of a Base Rate Loan meets all other requirements for such Advance in this Loan Agreement. The amount limitations of §2.6(a) shall not apply to the making any borrowing of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed Base Rate Loans made pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Periodsubsection. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender shall give notice to Agent of any such borrowing of Base Rate Loans not later than 12:00 noon (Cleveland time) on the proposed date of such borrowing and Agent shall give prompt notice of such borrowing to the Revolving Lenders. No later than 2:00 p.m. (Cleveland time) on such date, each Revolving Lender will make available to Agent at the Agent’s Head Office for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records account of Swing Line Lender, provided thatin immediately available funds, promptly upon the proceeds of the Base Rate Loan to be made by such Revolving Lender and, to the extent of such Base Rate Loan, such Revolving Lender’s participation in the Swing Line Loan so repaid shall be deemed to be funded by such Base Rate Loan. Agent shall pay the proceeds of such Base Rate Loans to Swing Line Lender’s request , which shall apply such proceeds to repay such Swing Line Loan. (butv) At the time each Swing Line Loan is made, in each Revolving Lender shall automatically (and without any eventfurther notice or action) be deemed to have purchased from Swing Line Lender, within five (5) Business Days after receipt without recourse or warranty, an undivided interest and participation to the extent of such requestLender’s Revolving Commitment Percentage in such Swing Line Loan. If the Revolving Lenders are prohibited from making Revolving Loans required to be made under this subsection for any reason, including without limitation, the occurrence of any Default or Event of Default described in §12.1.(h) or §12.1.(i), Borrowers upon notice from Agent or Swing Line Lender, each Revolving Lender severally agrees to pay to Agent for the account of Swing Line Lender in respect of such participation the amount of such Lender’s Revolving Commitment Percentage of each outstanding Swing Line Loan. If such amount is not in fact made available to Agent by any Revolving Lender, Swing Line Lender shall execute be entitled to recover such amount on demand from such Revolving Lender, together with accrued interest thereon for each day from the date of demand thereof, at the Federal Funds Effective Rate. If such Revolving Lender does not pay such amount forthwith upon demand therefor by Agent or Swing Line Lender, and deliver until such time as such Revolving Lender makes the required payment, Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Loan Documents (other than those provisions requiring the other Revolving Lenders to purchase a participation therein). Further, such Revolving Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Loans, and any other amounts due such Revolving Lender hereunder, to Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Revolving Lender failed to purchase pursuant to this Section until such amount has been purchased (as a result of such assignment or otherwise). (vi) A Revolving Lender’s obligation to make payments in respect of a participation in a Swing Line Note to evidence the Debts arising under the Loan shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including without limitation, (i) any claim of setoff, counterclaim, recoupment, defense or other right which such Revolving Lender or any other Person may have or claim against Agent, Swing Line LoansLender or any other Person whatsoever, (ii) the occurrence or continuation of a Default or Event of Default (including without limitation, any of the Defaults or Events of Default described in §12.1.(h) or §12.1.(i)) or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of an event or condition which has had or could have a Material Adverse Effect, (iv) any breach of any Loan Document by Agent, any Lender or any Loan Party or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. During the Revolving Commitment Period, subject (a) The Swing Line. Subject to the terms and conditions hereofset forth herein, the Swing Line Lender mayLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its discretionsole discretion make loans in Dollars (each such loan, make a “Swing Line Loans Loan”) to Borrowers any Borrower from time to time on any Business Day during the Availability Period in an aggregate amount outstanding not to exceed at any time up to but not exceeding outstanding the amount of the Swing Line Sublimit; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the making Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Xxxxxx’s Revolving Credit Commitment, (y) such Borrower shall not use the proceeds of any Swing Line Loan and to refinance any participation that may result therefrom pursuant to the operation and effect of subsection (b)outstanding Swing Line Loan, clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (iiz) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be paid in full no later than conclusive and binding absent manifest error) that it has, or by such dateCredit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, any Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall constitute bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Loan for all purposes, except that payments thereon Credit Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line LoansLoan.

Swing Line Loans. During (a) The Swing Line Lender agrees to make loans (each a “Swing Line Loan” and collectively, the Revolving Commitment Period“Swing Line Loans”) to the Borrower from time to time on any one or more Business Days from and after the Restatement Date through the Maturity Date applicable to the Line of Credit Loans. The aggregate outstanding principal amount of Swing Line Loans must not at any time exceed the Swing Line Sublimit, and no Swing Line Loans may be made to the extent that the sum of (i) the aggregate outstanding principal amount of the Line of Credit Loans, (ii) the aggregate outstanding amount of the LC Obligations and (iii) the aggregate outstanding principal amount of all Swing Line Loans would exceed either the Borrowing Base or the aggregate Line of Credit Loan Commitments. All Swing Line Loans shall bear interest as if they were Base Rate Advances; provided, however, that Swing Line Loans that are disbursed and repaid on the same day shall bear one day’s interest. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow, repay and reborrow in accordance with the terms hereof and prepay in accordance with Section 4.2, provided, however, that the Swing Line Lender may, in may terminate or suspend its discretion, commitment to make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and at any time in its sole discretion upon notice to the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own accountBorrower. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by and repayable in accordance with the records terms of the Borrower’s promissory note to the Swing Line LenderLender (as the same may be amended, provided thatsupplemented or otherwise modified from time to time, promptly upon together with any replacements thereof or substitutions therefor, the “Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such requestNote”), Borrowers the form of which is attached as Exhibit 2C. Immediately upon the making of a Swing Line Loan, each Lender shall execute be deemed to, and deliver to hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under the such Lender’s Pro Rata Percentage of such Swing Line Loans.Loan, which risk participation shall be funded in accordance with Section 2.1.3

Swing Line Loans. During (a) Subject to the Revolving terms and conditions set forth herein, each Swing Line Lender, in reliance upon the agreements of the other Working Capital Lenders set forth in this Section 2.07 (Swing Line Loans), shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the Working Capital Availability Period (but excluding the Termination Date) in an aggregate amount such that the outstanding amount of Swing Line Loans issued by all Swing Line Lenders shall not exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that the Commitment PeriodExposure for any Swing Line Lender may exceed the amount of such Working Capital Lender’s Working Capital Debt Commitment; provided, however, that after giving effect to any Swing Line Loan, the aggregate Commitment Exposure for all Working Capital Lenders shall not exceed the Aggregate Working Capital Debt Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.07 (Swing Line Loans), repay under Section 4.03 (Repayment of Swing Line Loans.) and reborrow under this Section 2.07 (Swing Line Loans). Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Working Capital Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from each Swing Line Lender a participation in such Swing Line Lender’s Swing Line Loan in an amount equal to its Commitment Percentage of the amount of such Swing Line Loan; provided that no Working Capital Lender shall be required to participate in a Swing Line Loan if such Working Capital Lender’s Commitment Exposure would exceed its Working Capital Debt Commitment as a result of such participation. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Working Capital Disbursement Request appropriately completed to a Swing Line Lender and the Working Capital Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Working Capital Disbursement Request delivered pursuant to this Section 2.07 (Swing Line Loans) shall be substantially in the form of Exhibit A-2 hereto. Each such Working Capital Disbursement Request shall be irrevocable, shall refer to this Agreement and shall specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of the requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall only be for the purposes set forth in Section 8.01 (Use of Proceeds); (iv) the Account into which the proceeds of the Swing Line Loan are to be deposited or instructions for the direct application of proceeds, as applicable; and (v) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Working Capital Disbursement Request for a Swing Line Loan must be US Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Working Capital Debt Commitments, (B) no more than the available Swing Line Sublimit, (C) not less than one million Dollars ($1,000,000) and an integral multiple of one hundred thousand Dollars ($100,000) and (E) if the available Working Capital Debt Commitments or the available Swing Line Sublimit is less than one million Dollars ($1,000,000), equal to the lesser of the available Working Capital Debt Commitments and the available Swing Line Sublimit. (f) Promptly after receipt of any Working Capital Disbursement Request for a Swing Line Loan under this Section 2.07 (Swing Line Loans), each relevant Swing Line Lender will confirm with the Working Capital Facility Agent (by telephone or in writing) that the Working Capital Facility Agent has received a copy of such Working Capital Disbursement Request from the Borrower and, if not, each such Swing Line Lender will provide the Working Capital Facility Agent with a copy thereof. Unless the relevant Swing Line Lender has received notice (by telephone or in writing) from the Working Capital Facility Agent (including at the request of any Working Capital Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Loan Borrowing (i) directing such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a) (Funding), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the each such Swing Line Lender maywill, not later than 3:00 p.m., New York City time, on the date specified in its discretionsuch Working Capital Disbursement Request, make Swing Line Loans to Borrowers in an aggregate the amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any its Swing Line Loan and any participation that may result therefrom pursuant available to the operation Borrower in immediately available funds to be applied in accordance with Section 4.5(a) of the Common Security and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line LoansAccount Agreement.

Swing Line Loans. During (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a "Swing Line Loan") to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Outstanding Amount of Revolving Loans of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender's Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Aggregate Revolving Commitments and, (ii) the aggregate Outstanding Amount of the Revolving Commitment PeriodLoans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Revolving Commitment, and provided, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that Borrower may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05 hereof, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Revolving Loan for all purposesBase Rate Loan. Immediately upon the making of a Swing Line Loan, except that payments thereon each Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender's Pro Rata Share times the amount of such Swing Line LoansLoan.

Swing Line Loans. During Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments at such time, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans that are participated to such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute bear interest only at a Revolving Loan for all purposesrate based on the Base Rate. Immediately upon the making of a Swing Line Loan, except that payments thereon each Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender’s Applicable Percentage times the amount of such Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, agrees to make loans on a revolving credit basis to the Borrower from time to time from and including the first Business Day immediately succeeding the Closing Date to but excluding the Revolving Loan Commitment Expiration Date (each a “Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding Loan,” and collectively, the “Swing Line SublimitLoans”) in accordance with the terms of this Agreement; provided, that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) belowLoan, in no event shall (i) the Revolving Credit Exposure then existing aggregate outstanding principal amount of Swing Line Loans exceed the aggregate Revolving Commitments and $50,000,000 (“Swing Line Sublimit”) at any time or (ii) the sum of (A) the aggregate principal amount of all Revolving Loans outstanding (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing the Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (B) the aggregate principal amount of all Swing Line Loans outstanding, (C) the aggregate Letter of Credit Amount of all Letters of Credit outstanding, and (D) the aggregate amount of unreimbursed drawings under all Letters of Credit, exceed the Aggregate Revolving Obligations of Loan Commitment at any Lender exceed such Lender’s Revolving Commitmenttime. Amounts borrowed pursuant to this Section 2.3 2.21 may be repaid and re-borrowed reborrowed during the period commencing on the first Business Day immediately succeeding the Closing Date to but excluding the Revolving Loan Commitment PeriodExpiration Date. (b) The Swing Line Loans shall be Base Rate Loans. The Swing Line Lender’s Revolving Commitment obligation to make Swing Line Loans pursuant to this Section 2.21 shall expire on the Revolving Loan Commitment Termination Expiration Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by made in an aggregate minimum amount of $50,000 and integral multiples of $50,000 in excess of that amount, or such other amounts acceptable to the Swing Line Lender in its sole discretion. (c) The Swing Line Lender shall maintain in its internal records an account or accounts evidencing the Indebtedness hereunder of the Borrower to the Swing Line Lender, including the amounts of the Swing Line Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s Obligations in respect of any Swing Line Loans; provided thatfurther, promptly upon in the event of any inconsistency between the Register and the Swing Line Lender’s request records, the recordations in the Register shall govern. If so requested by the Swing Line Lender by written notice to the Borrower (but, in any event, within five (5) Business Days after receipt of such requestwith a copy to the Agent), Borrowers the Borrower shall execute and deliver to Swing Line such Lender a Swing Line Note substantially in the form of Exhibit A-3 attached hereto (a “Swing Line Note”) to evidence the Debts arising under the Swing Line Lender’s Swing Line Loans. (d) Whenever the Borrower desire that the Swing Line Lender make a Swing Line Loan, the Borrower shall give the Swing Line Lender (with a copy to the Agent) irrevocable written notice, substantially in the form of a Borrowing Notice (which notice must be received by the Agent prior to 11:00 a.m., Los Angeles time, on the Business Day that is the proposed borrowing date). (e) The Swing Line Lender shall make the amount of its Swing Line Loan available to the Agent not later than 2:00 p.m., Los Angeles time, on the Business Day that is the proposed borrowing date by wire transfer of same day funds in Dollars by wiring such amount to such account as the Agent shall specify. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Agent shall make the proceeds of such Swing Line Loans available to the Borrower on the proposed borrowing date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by the Agent from the Swing Line Lender to be credited to the account of the Borrower with the Agent, or to such other account as may be designated in writing to the Agent by the Borrower. Notwithstanding the foregoing, the Swing Line Lender may, but shall not be obligated to, make Swing Line Loans at any time that one or more of the Lenders is a Defaulting Lender. (f) With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrower pursuant to Section 2.3, the Swing Line Lender may at any time in its sole and absolute discretion (but at least on a weekly basis), deliver to the Agent (with a copy to the Borrower), no later than 11:00 a.m., Los Angeles time at least one Business Day in advance of the proposed borrowing date, a notice (which shall be deemed to be a Borrowing Notice given by the Borrower) requesting that each Revolving Loan Lender make Revolving Loans that are Base Rate Loans to the Borrower on such proposed borrowing date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made by the Revolving Loan Lenders other than the Swing Line Lender shall be immediately delivered by the Agent to the Swing Line Lender (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, the Swing Line Lender’s pro rata share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans to the Borrower. The Borrower hereby authorize the Agent and the Swing Line Lender to charge the Borrower’s accounts with the Agent and the Swing Line Lender, as the case may be (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by the Revolving Loan Lenders, including the Revolving Loans deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in any proceeding under the Bankruptcy Code or any similar debtor relief law, the loss of the amount so recovered shall be ratably shared among all of the Lenders. If for any reason Revolving Loans are not made pursuant to Section 2.21(f) in an amount sufficient to repay any amounts owed to the Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by the Swing Line Lender, each Revolving Loan Lender shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its pro rata share of the applicable unpaid amount together with accrued interest thereon. Notwithstanding the foregoing, if for any reason any Swing Line Loans have not been voluntarily prepaid by the Borrower pursuant to Section 2.3 or converted to Revolving Loans pursuant to this clause (f) within three (3) Business Days following the date that such Swing Line Loans shall be made, each Revolving Loan Lender shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its pro rata share of the applicable unpaid amount together with accrued interest thereon. (g) Upon one Business Days’ notice from the Swing Line Lender, each Revolving Loan Lender shall deliver to the Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds to the account designated by the Swing Line Lender. In the event any Revolving Loan Lender fails to make available to the Swing Line Lender the amount of such Revolving Loan Lender’s participation as provided in this Section, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Loan Lender together with interest thereon at the greater of the Federal Funds Effective Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation. (h) Notwithstanding anything contained herein to the contrary, (i) each Revolving Loan Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to Section 2.21(f) and each Revolving Loan Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to Section 2.21(g) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets or condition (financial or otherwise) of any Loan Party; (D) any breach of this Agreement or any other Loan Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, such obligations of each Lender are subject to the condition that Swing Line Lender had not received prior notice from the Borrower or the Required Lenders that any of the conditions under Section 4.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (ii) the Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (B) if it does not in good faith believe that all conditions under Section 4.2 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (C) at a time when any Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by depositing with the Agent immediately available funds in an amount acceptable to the Agent to cover such risk.

Swing Line Loans. During the Revolving Commitment PeriodSwing Line Lender hereby agrees, subject to the terms and conditions hereof, limitations set forth below with respect to the maximum amount of Swing Line Lender mayLoans permitted to be outstanding from time to time, in its discretion, to make a portion of the Revolving Loan Commitments available to Borrower from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Borrowers Borrower in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to amount of the making of any Swing Line Loan Commitment to be used for the purposes identified in subsection 2.5B, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender's outstanding Revolving Loans and Swing Line Lender's Pro Rata Share of the Letter of Credit Usage then in effect, may exceed Swing Line Lender's Revolving Loan Commitment. The original amount of the Swing Line Loan Commitment is $5,000,000; PROVIDED that any participation that may result therefrom reduction of the Revolving Loan Commitments made pursuant to the operation and effect of subsection (b), clause (iv2.4B(ii) below, in no event shall (i) the Revolving Credit Exposure exceed which reduces the aggregate Revolving Loan Commitments and (ii) to an amount less than the Aggregate Revolving Obligations then current amount of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to this Section 2.3 may be repaid and re-borrowed during the amount of the Revolving Commitment PeriodLoan Commitments, as so reduced, without any further action on the part of Borrower, Administrative Agent or Swing Line Lender. The Swing Line Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such that date. Each Amounts borrowed under this subsection 2.1A(iv) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Swing Line Loans and the Swing Line Loan Commitment shall constitute a be subject to the limitation that in no event shall the Total Utilization of Revolving Loan for all purposesCommitments at any time exceed the Revolving Loan Commitments then in effect. With respect to any Swing Line Loans which have not been voluntarily prepaid by Borrower pursuant to subsection 2.4B(i), except that payments thereon Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Borrower), no later than 11:00 A.M. (Boston, Massachusetts time) on the first Business Day in advance of the proposed Funding Date, a notice (which shall be deemed to be a Notice of Borrowing given by Borrower) requesting Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Swing Line Loans (the "REFUNDED SWING LINE LOANS") outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made solely by Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender for its own account. The obligation of Borrowers (and not to Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, Swing Line Lender's Pro Rata Share of the Refunded Swing Line Loans shall be evidenced deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender, and such portion of the records Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note, if any, of Swing Line Lender but shall instead constitute part of Swing Line Lender's outstanding Revolving Loans and shall be due under the Revolving Note, provided thatif any, promptly upon of Swing Line Lender’s . If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Borrower from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5. If for any reason (a) Revolving Loans are not made upon the request of Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans or (butb) the Revolving Loan Commitments are terminated at a time when any Swing Line Loans are outstanding, each Lender shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans in an amount equal to its Pro Rata Share (calculated, in any eventthe case of the foregoing clause (b), within five (5immediately prior to such termination of the Revolving Loan Commitments) Business Days after receipt of the unpaid amount of such request)Swing Line Loans together with accrued interest thereon. Upon one Business Day's notice from Swing Line Lender, Borrowers each Lender shall execute and deliver to Swing Line Lender an amount equal to its respective participation in same day funds at the Funding and Payment Office. In order to further evidence such participation (and without prejudice to the effectiveness of the participation provisions set forth above), each Lender agrees to enter into a separate participation agreement at the request of Swing Line Note Lender in form and substance reasonably satisfactory to evidence Swing Line Lender. In the Debts arising event any Lender fails to make available to Swing Line Lender the amount of such Lender's participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event Swing Line Lender receives a payment of any amount in which other Lenders have purchased participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. Anything contained herein to the contrary notwithstanding, each Lender's obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender's obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Event of Default; (c) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries; (d) any breach of this Agreement or any other Loan Document by any party thereto; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; PROVIDED that such obligations of each Lender are subject to the condition that (X) Swing Line Lender believed in good faith that all conditions under Section 4 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, as the case may be, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in accordance with subsection 10.6 prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made.

Swing Line Loans. During (a) (i) Subject to the terms and conditions set forth herein, the Domestic Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a “Domestic Swing Line Loan”) to the Parent Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Domestic Swing Line Sublimit; provided, however, that after giving effect to any Domestic Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Commitment PeriodLoans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Parent Borrower shall not use the proceeds of any Domestic Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that Parent Borrower may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Domestic Swing Line Loan shall constitute a Revolving Loan for all purposesbear interest, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced (i) unless otherwise agreed by the records of Parent Borrower and the Domestic Swing Line Lender, provided that, promptly at a rate based on the Daily Floating Eurodollar Rate or (ii) at a rate based on the Base Rate. Immediately upon the making of a Domestic Swing Line Lender’s request (butLoan, in any eventeach Lender shall be deemed to, within five (5) Business Days after receipt of such request)and hereby irrevocably and unconditionally agrees to, Borrowers shall execute and deliver to purchase from the Domestic Swing Line Lender a risk participation in such Domestic Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender’s Applicable Percentage times the amount of such Domestic Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject to the terms and conditions hereofset forth herein, the Swing Line Lender may, in its discretiondiscretion and in reliance upon the agreements of the other Lenders set forth in this Section 2.01(c) and Section 2.04, make revolving credit loans (the “Swing Line Loans Loans”) to Borrowers in an aggregate amount outstanding at the Parent Borrower on any time up to but not exceeding the Swing Line SublimitBusiness Day; provided, that after giving effect (i) the aggregate principal amount of the Swing Line Loans shall not exceed ten percent (10%) of the Aggregate Revolving Committed Amount (the “Swing Line Committed Amount”), (ii) with respect to the making Revolving Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the lesser of (x) the Aggregate Revolving Committed Amount and (y) the Borrowing Base Amount on such date, (iii) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event the Total Outstandings shall (i) the Revolving Credit Exposure not exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire Borrowing Base Amount on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by comprised solely of Base Rate Loans, and may be repaid and reborrowed in accordance with the records provisions hereof. Immediately upon the making of a Swing Line LenderLoan, provided thateach Revolving Lender shall be deemed to, promptly upon and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation interest in such Swing Line Loan in an amount equal to the product of such Lender’s request (but, in any event, within Revolving Commitment Percentage thereof. No Swing Line Loan shall remain outstanding for longer than five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Days. The Swing Line Lender a Swing Line Note shall endeavor to evidence (but be under no obligation to) promptly notify the Debts arising under Parent Borrower if it has suspended the availability of Swing Line Loans.

Swing Line Loans. During the Revolving Commitment Period, subject to the terms and conditions hereof, the The Swing Line Lender may, in its sole and absolute discretion, make Loans to the Borrower (each such Loan, a “Swing Line Loans Loan”) from time to Borrowers time on any Business Day during the period from the Restatement Effective Date to the Revolving Termination Date, in an aggregate amount outstanding not to exceed at any time up to but not exceeding outstanding the amount set forth opposite such Swing Line SublimitLender’s name in Schedule 1.1(d) under the heading “Swing Line Commitment” or in an Assignment and Acceptance pursuant to which Swing Line Lender first becomes a party hereto (such amount as the same may be reduced from time to time pursuant to subsection 1.7(c) hereof or as a result of one or more assignments pursuant to Section 9.8, being referred to herein as such Lender’s “Swing Line Commitment”); provided, that however, that, after giving effect to the making any Borrowing of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b)Loans, clause (iv) below, in no event shall (i) the Revolving Credit Exposure aggregate principal amount of all outstanding Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the sum of the aggregate amount of all outstanding Swing Line Loans, outstanding Revolving Commitments Loans and the aggregate amount of Letter of Credit Participation Liability shall not exceed the lesser of: (i) the “Borrowing Base” (as calculated pursuant to the Borrowing Base Certificate) in effect from time to time, or (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving CommitmentLoan Commitment then in effect. Amounts Subject to the other terms and conditions hereof, amounts borrowed pursuant to under this Section 2.3 subsection 1.1(d) may be repaid and re-borrowed during reborrowed from time to time. If at any time the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all then outstanding principal balance of Swing Line Loans and all other amounts owed hereunder with respect to exceeds the Swing Line Loans Commitment, then the Borrower shall immediately prepay outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely Loans in an amount sufficient to Swing Line Lender for its own accounteliminate such excess. The obligation of Borrowers to repay Outstanding Swing Line Loans shall not be evidenced by deemed outstanding Revolving Loans. Notwithstanding anything to the records of Swing Line Lendercontrary contained in this Agreement or any other Loan Document, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender agrees that, without the prior written consent of Required Revolving Lenders, it will not make any Swing Line Loan to Borrower, and Borrower agrees that it shall not be entitled to receipt of proceeds of a Swing Line Note to evidence the Debts arising under the Loan, after Swing Line LoansLender has received written notice from the Borrower or Agent (either individually or at the direction of Required Revolving Lenders) that an Event of Default has occurred and is continuing.

Swing Line Loans. During (a) The Swing Line. Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.4, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender mayBorrower may borrow under this Section 2.4, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding prepay under Section 2.5 and reborrow under this Section 2.4. For so long as CFC is the Swing Line Sublimit; providedLender, that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each each Swing Line Loan shall constitute a Revolving bear interest at the CFC Rate; otherwise, each Swing Line Loan for all purposes, except that payments thereon shall be made solely to a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender’s Applicable Percentage times the amount of such Swing Line LoansLoan.

Swing Line Loans. During 2.3.3.1 The entire outstanding principal balance of each Swing Line Loan, together with all accrued interest thereon, shall be due and payable without notice or demand on the Revolving Commitment Periodthird (3rd) Business Day after the Business Day on which such Swing Line Loan was advanced. If a Swing Line Loan is not paid in full when due, subject Lenders shall make a Loan to Borrowers under the terms and conditions hereofLine of Credit, the proceeds of which shall be used to repay the Swing Line Lender may, in its discretion, make Swing Line Loans Loan. Each Loan required to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed be made pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The 2.3.3.1 to repay a Swing Line Lender’s Revolving Commitment Loan shall expire on the Revolving Commitment Termination Date be made automatically by Lenders, without a Notice of Borrowing from Borrowers for such Loan. 2.3.3.2 If at a time when there are outstanding both Letter of Credit Advances and all Swing Line Loans and Borrowers may, pursuant to Section 2.1.1, obtain a Loan under the Line of Credit, the proceeds of such new Loan shall be applied first as provided in this Section 2.3.3 and then as provided in Section 2.3.2. 2.3.3.3 Swing Line Loans shall bear interest at the applicable Interest Rate and Borrowers shall pay to Swing Line Lender, on the 15th day of each calendar month, accrued interest on all other amounts owed hereunder with respect outstanding Swing Line Loans. 2.3.3.4 Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from Swing Line Lender a participation interest therein, in an amount equal to such Lender’s Pro Rata Share times the amount of the Swing Line Loans then outstanding and Loan. Upon demand by Swing Line Lender at any time if the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan for any reason is not paid when due, each Lender shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely promptly provide to Swing Line Lender such Lender’s purchase price for its own accountparticipation interest in such Swing Line Loan, calculated as aforesaid. The obligation of Borrowers each Lender so to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of provide such request), Borrowers shall execute and deliver purchase price to Swing Line Lender a Swing Line Note to evidence shall be absolute and unconditional and shall not be affected by the Debts arising under the Swing Line Loansoccurrence of an Event of Default or of any other occurrence or event.

Swing Line Loans. During (a) The Swing Line. Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the lesser of the Aggregate Commitments and the Borrowing Base and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that Borrower may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.06, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Revolving Loan for all purposesBase Rate Loan. Immediately upon the making of a Swing Line Loan, except that payments thereon each Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender’s Applicable Percentage times the amount of such Swing Line LoansLoan.

Swing Line Loans. During Subject to the terms and conditions contained herein, the Swing Line Lender agrees that it will make Swing Line Loans to each Borrower from time to time in amounts requested by such Borrower (or Lead Borrower on behalf of such Borrower) up to the aggregate amount outstanding equal to the Swing Line Loan Limit; provided, that, after giving effect to any such Swing Line Loan, the aggregate principal amount of the Tranche A Revolving Commitment PeriodLoans, subject Swing Line Loans and Letter of Credit Accommodations outstanding shall not exceed the lesser of (i) the Tranche A Borrowing Base at such time, or (ii) the Tranche A Maximum Credit at such time. Subject to the terms and conditions hereof, the each Borrower (or Administrative Borrower on behalf of Borrowers) may from time to time borrow, prepay and reborrow Swing Line Loans. Swing Line Lender may, in its discretion, shall not be required to make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; providedLoans, that if, after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b)thereto, clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations outstanding principal amount of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to would exceed the then existing Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such dateLoan Limit. Each Swing Line Loan shall constitute a be subject to all of the terms and conditions applicable to other Base Rate Loans funded by the Lenders constituting Revolving Loan for all purposesLoans, except that all payments thereon shall be made solely payable to the Swing Line Lender solely for its own account. The obligation of Borrowers to repay All Revolving Loans and Swing Line Loans shall be evidenced by subject to the records of Swing Line Lender, settlement among Lenders provided that, promptly upon Swing Line Lender’s request (but, for in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line LoansSection 6.10 hereof.

Swing Line Loans. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Swing Line Lender mayshall make a portion of the credit under the Working Capital Facility Commitments available to the Borrower by making swing line loans (individually, a “Swing Line Loan” and, collectively, the “Swing Line Loans”) to the Borrower from time to time during the Commitment Period in its discretion, make an aggregate principal amount at any one time outstanding not to exceed the Swing Line Loan Sub-Limit then in effect; provided that (i) the aggregate principal amount of Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding (including any such new Swing Line Loans), when aggregated with the Swing Line Sublimit; providedLender’s Working Capital Facility Commitment Percentage of the Total Working Capital Facility Extensions of Credit, that may exceed such Swing Line Lender’s Working Capital Facility 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 Working Capital Facility Commitments would be less than zero; provided further that, after giving effect to any Swing Line Loan and any participation that may result therefrom pursuant to requested by the operation and effect Borrower, each of subsection (b), clause (iv) below, the conditions set forth in no event Section 6.2 shall (i) be satisfied or waived. During the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Working Capital Facility Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on , the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to Borrower may use the Swing Line Loans then outstanding Loan Sub-Limit by borrowing, repaying and reborrowing, all in accordance with the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay terms and conditions hereof. (b) Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Base Rate Loans.

Swing Line Loans. During the Revolving Commitment Period, subject (a) The Swing Line. Subject to the terms and conditions hereofset forth herein, the Swing Line Lender may, in its discretionbut shall not be obligated to, make loans in reliance upon the agreements of the other Lenders set forth in this Section 2.04 in Dollars (each such loan, a “Swing Line Loans Loan”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount outstanding not to exceed at any time up to but not exceeding outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and Letter of Credit Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the making Total Revolving Credit Outstandings shall not exceed the Maximum Borrowing Amount, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits and any participation that may result therefrom pursuant subject to the operation and effect discretion of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding Lender to make Swing Line Loans, and subject to the Revolving Commitments shall be paid in full no later than such dateother terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.06(a)(ii), and reborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Loan for all purposes, except that payments thereon Credit Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject (a) The Swing Line. Subject to the terms and conditions hereofset forth herein, the Swing Line Lender mayBank of America, in its capacity as Swing Line Lender, may in its sole discretion, agree to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loans Loan”), from time to Borrowers time on any Business Day during the period beginning after the Closing Date and, subject to the last sentence of this Section 2.04(a), until the Maturity Date for the Class B Revolving Credit Facility in an aggregate amount outstanding not to exceed at any time up to but not exceeding outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; providedprovided that, that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b)Loan, clause (iv) below, in no event shall (i) the Revolving Credit Exposure shall not exceed the aggregate Revolving Commitments Credit Commitment and (ii) the Aggregate aggregate Outstanding Amount of the Revolving Obligations Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving CommitmentCredit Commitment then in effect; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Amounts borrowed pursuant Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Loan for all purposes, except that payments thereon Credit Lender shall be made solely to deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender for its own accounta risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan. The obligation For the avoidance of Borrowers to repay doubt, (i) all Borrowings of Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days prior to the Maturity Date of the Class A Revolving Credit Facility shall be made, and deemed to be made, ratably among the Class A Revolving Credit Lenders and the Class B Revolving Credit Lenders, and (ii) all Borrowings of Swing Line Loans prior to the Maturity Date of the Class B Revolving Credit Facility but on or after receipt five (5) Business Days prior to the Maturity Date of the Class A Revolving Credit Facility shall be made, and deemed to be made, ratably among the Class B Revolving Credit Lenders. Notwithstanding the foregoing, if at any time any Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender’s Pro Rata Share of the Swing Line Loans will be reallocated (A) in the event the Defaulting Lender is any Cerberus Revolving Lender, to Bank of America, and (B) with respect to any other Defaulting Lenders, among all Revolving Credit Lenders that are not Defaulting Lenders (pro rata in accordance with their respective Pro Rata Shares ) but, in the case of each of clauses (A) and (B) above, only to the extent (x) the total Revolving Credit Exposure of all Revolving Credit Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Pro Rata Share of the Swing Line Loans and any L/C Obligations, in each case, except to the extent Cash Collateralized, does not exceed the aggregate Revolving Credit Commitments (excluding the Revolving Credit Commitment of any Defaulting Lender) and (y) the conditions set forth in Section 4.01 are satisfied at such time (in which case the Revolving Credit Commitments of all Defaulting Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted by such Defaulting Lender in respect of any portion of such requestDefaulting Lender’s participations in Swing Line Loans or L/C Obligations) for purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of the Swing Line Loans (including for purposes of all fee calculations hereunder)); provided that if such reallocation cannot be made, Borrowers shall execute the Borrower and deliver such Defaulting Lender, on a joint and several basis, hereby agree, within two Business Days following notice by the Administrative Agent, to cause to be deposited with the Administrative Agent for the benefit of the Swing Line Lender a Cash Collateral or similar security reasonably satisfactory to such Swing Line Note Lender (in its sole discretion) in the full amount of such Defaulting Lender’s Pro Rata Share of outstanding Swing Line Loans. The Borrower and/or such Defaulting Lender hereby grants to evidence the Debts arising under Administrative Agent, for the benefit of the Swing Line LoansLender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Such Cash Collateral shall be maintained in blocked deposit accounts at Bank of America and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this paragraph are subject to any right or claim of any Person other than the Administrative Agent for the benefit of the Swing Line Lender or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable Swing Line Loan, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral under this paragraph that the Administrative Agent determines to be free and clear of any such right and claim. If the Revolving Credit Lender that triggers the Cash Collateral requirement under this paragraph ceases to be a Defaulting Lender (as determined by the Swing Line Lender in good faith), or if the Swing Line Commitments have been permanently reduced to zero, the funds held as Cash Collateral shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral.

Swing Line Loans. During (a) Subject to the Revolving terms and conditions set forth herein, Swing Line Bank agrees, in reliance upon the agreements of the other Banks set forth in this Section 2.4, to make loans (each such loan, a “Swing Line Loan”) to Borrower from time to time on any Domestic Business Day prior to the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Commitment PeriodPercentage of the Outstanding Credit of the Bank acting as Swing Line Bank, may exceed the amount of such Bank’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Outstanding Credit shall not exceed the lesser of (A) the Borrowing Base, and (B) the Total Commitment, and (ii) the aggregate outstanding principal balance of the Loans of any Bank (other than Swing Line Bank), plus such Bank’s Commitment Percentage of the aggregate Letter of Credit Exposure, plus such Bank’s Commitment Percentage of the aggregate Swing Line Exposure shall not exceed such Bank’s Commitment, and provided, further, that Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower may borrow under this Section 2.4, repay amounts borrowed under this Section 2.4 and request new Borrowings under this Section 2.4. Each Swing Line Loan shall be an Adjusted Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Bank a risk participation in such Swing Line Loan in an amount equal to the product of such Bank’s Commitment Percentage times the amount of such Swing Line Loan. (b) Each Swing Line Borrowing shall be made upon Borrower’s irrevocable notice to Swing Line Bank and Administrative Agent, which may be given by telephone. Each such notice must be received by Swing Line Bank and Administrative Agent not later than 1:00 p.m. (Boston, Massachusetts time) on the requested Borrowing Date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested Borrowing Date, which shall be a Domestic Business Day. Each such telephone notice must be confirmed promptly by delivery to Swing Line Bank and Administrative Agent of a written Swing Line Notice, appropriately completed and signed by an Authorized Officer of Borrower. Promptly after receipt by Swing Line Bank of any telephonic Swing Line Notice, Swing Line Bank will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has also received such Swing Line Notice and, if not, Swing Line Bank will notify Administrative Agent (by telephone or in writing) of the contents thereof. Unless Swing Line Bank has received notice (by telephone or in writing) from Administrative Agent (including at the request of any Bank) prior to 2:00 p.m. (Boston, Massachusetts time) on the date of the proposed Swing Line Borrowing (A) directing Swing Line Bank not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.4(a), or (B) that one or more of the applicable conditions specified in Article VI is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender mayBank will, not later than 3:00 p.m. (Boston, Massachusetts time) on the Borrowing Date specified in such Swing Line Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the account of Borrower on the books of Swing Line Bank in immediately available funds. (c) Swing Line Bank at any time in its discretionsole and absolute discretion may request on behalf of Borrower (which hereby irrevocably authorizes Swing Line Bank to so request on its behalf), that each Bank make an Adjusted Base Rate Loan in an amount equal to such Bank’s Commitment Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to Borrowers be a Request for Borrowing for purposes hereof) and in an aggregate accordance with the requirements of Section 2.2, without regard to the minimum and multiples specified therein for the principal amount outstanding at any time up of Adjusted Base Rate Loans, but subject to but not exceeding the Availability and the conditions set forth in Section 6.2. Swing Line Sublimit; provided, that Bank shall furnish Borrower with a copy of the applicable Request for Borrowing promptly after giving effect delivering such request to Administrative Agent. Each Bank shall make an amount equal to its Commitment Percentage of the making amount specified in such Request for Borrowing available to Administrative Agent in immediately available funds for the account of any Swing Line Loan and any participation that may result therefrom pursuant Bank at Administrative Agent’s office not later than 1:00 p.m. (Boston, Massachusetts time) on the day specified in such Request for Borrowing, whereupon, subject to the operation and effect of subsection (bSection 2.4(d), clause (iv) beloweach Bank that so makes funds available shall be deemed to have made an Adjusted Base Rate Loan to Borrower in such amount, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid deemed repaid in full no later than such datethe same amount. Each Administrative Agent shall remit the funds so received to Swing Line Bank. (d) If for any reason any Swing Line Loan shall constitute cannot be refinanced by such a Revolving Loan Borrowing in accordance with Section 2.4(c), the request for all purposes, except that payments thereon Adjusted Base Rate Loans submitted by Swing Line Bank as set forth herein shall be made solely deemed to be a request by Swing Line Bank that each of the Banks fund its risk participation in the relevant Swing Line Loan and each Bank’s payment to Administrative Agent for the account of Swing Line Bank pursuant to Section 2.4(c) shall be deemed payment in respect of such participation. (e) If any Bank fails to make available to Administrative Agent for the account of Swing Line Bank any amount required to be paid by such Bank pursuant to the foregoing provisions of Section 2.4(c) or Section 2.4(d) by the time specified in Section 2.4(c), Swing Line Bank shall be entitled to recover from such Bank (acting through Administrative Agent), 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 Swing Line Lender Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by Swing Line Bank in accordance with banking industry rules on interbank compensation. A certificate of Swing Line Bank submitted to any Bank (through Administrative Agent) with respect to any amounts owing under this Section 2.4(e) shall be conclusive absent manifest error. (f) Each Bank’s obligation to make Loans or to purchase and fund risk participations in Swing Line Loans pursuant to Section 2.4(c) or Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against Swing Line Bank, Borrower or any other Person for its own accountany reason whatsoever, (ii) the occurrence or continuance of a Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Bank’s obligation to make Loans pursuant to Section 2.4(c) is subject to the conditions set forth in Section 6.2. The No such funding of risk participations shall relieve or otherwise impair the obligation of Borrowers Borrower to repay Swing Line Loans Loans, together with interest as provided herein. (g) At any time after any Bank has purchased and funded a risk participation in a Swing Line Loan, if Swing Line Bank receives any payment on account of such Swing Line Loan, Swing Line Bank will distribute to such Bank its Commitment Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s risk participation was funded) in the same funds as those received by Swing Line Bank. (h) If any payment received by Swing Line Bank in respect of principal or interest on any Swing Line Loan is required to be returned by Swing Line Bank in connection with any proceeding under any debtor relief law or otherwise (including pursuant to any settlement entered into by Swing Line Bank in its discretion), each Bank shall be evidenced by pay to Swing Line Bank its Commitment Percentage thereof on demand of Administrative Agent, plus interest thereon from the records date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. Administrative Agent will make such demand upon the request of Swing Line Lender, provided that, promptly upon Bank. The obligations of the Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. (i) Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers Bank shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under be responsible for invoicing Borrower for interest on the Swing Line Loans. Until each Bank funds its Adjusted Base Rate Loan or risk participation pursuant to Section 2.4(c) or Section 2.4(d) to refinance such Bank’s Commitment Percentage of any Swing Line Loan, interest in respect of such Commitment Percentage shall be solely for the account of Swing Line Bank. (j) Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to Swing Line Bank.

Swing Line Loans. During (a) The Swing Line. Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans (each such loan, a "Swing Line Loan") to the Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that Company may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.05, prepay under Section 2.06, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.05. Each Swing Line Loan shall constitute be a Revolving Loan for all purposesBase Rate Loan. Immediately upon the making of a Swing Line Loan, except that payments thereon each Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender's Applicable Percentage times the amount of such Swing Line LoansLoan.

Swing Line Loans. During (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.06, shall make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in Dollars in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Commitment PeriodPercentage of the Outstanding Amount of Revolving Loans and Letter of Credit Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Principal Obligation shall not exceed the Maximum Revolving Commitment, (ii) the aggregate Revolving Credit Exposure of any Revolving Lender at such time shall not exceed such Revolving Lender’s Revolving Commitment, (iii) the Revolving Principal Obligation shall not exceed the Available Revolving Amount, (iv) prior to the Collateral Termination Date, the Total Exposure would not exceed the Borrowing Base; and (v) from and after the Collateral Termination Date, the Total Unsecured Indebtedness would not exceed the Borrowing Base and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that Borrower may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.06, prepay under Section 2.09, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.06. Each Swing Line Loan shall constitute be a Revolving Base Rate Loan. Each Swing Line Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request due and payable within ten (but, in any event, within five (510) Business Days after receipt of the date such request)Swing Line Loan was provided and Borrower hereby agrees (to the extent not refinanced as contemplated by Section 2.08(c) below) to repay each Swing Line Loan on or before the date that is ten (10) Business Days from the date such Swing Line Loan was provided. Immediately upon the making of a Swing Line Loan, Borrowers each Revolving Lender shall execute be deemed to, and deliver to hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Revolving Lender’s Applicable Percentage times the amount of such Swing Line LoansLoan.

Swing Line Loans. During (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the outstanding amount of Revolving Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the aggregate amount of all Loans outstanding shall not exceed the aggregate Commitments of all Lenders, and (ii) the Revolving Commitment PeriodCredit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.08, and reborrow under this Section 2.05. Each Swing Line Loan shall be an ABR Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. (b) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (x) telephone or (y) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.05(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. (i) The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make an ABR Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Revolving Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.04, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of ABR Loans, but subject to the unutilized portion of the Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Revolving Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Revolving Borrowing Request available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. New York City time on the day specified in such Revolving Borrowing Request, whereupon, subject to Section 2.05(c)(ii), each Lender that so makes funds available shall be deemed to have made a ABR Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing in accordance with Section 2.05(c)(i), the request for ABR Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), 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 the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be, as of the date of such Borrowing or participation. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, 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, (B) the occurrence or continuance of a Default, or (C) 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 Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. (i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender. (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 9.17 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), make Swing Line Loans each Lender shall pay to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; providedLender its Applicable Percentage thereof on demand of the Administrative Agent, that after giving effect plus interest thereon from the date of such demand to the making date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause (d)(ii) shall survive the payment in full of the Obligations and the termination of this Agreement. (e) The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its ABR Loan or risk participation pursuant to this Section 2.05 to refinance such Lender’s Applicable Percentage of any Swing Line Loan and any participation that may result therefrom pursuant to Loan, interest in respect of such Applicable Percentage shall be solely for the operation and effect account of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment . (f) The Borrower shall expire on make all payments of principal and interest in respect of the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect directly to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Loans.

Swing Line Loans. During the Revolving Commitment Period, subject (a) The Swing Line. Subject to the terms and conditions hereofset forth herein, the each Swing Line Lender mayagrees, in its discretionreliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loans Loan”) to Borrowers the Borrower from time to time on any Business Day during the period from the Closing Date to the Revolving Credit Commitment Termination Date of such Swing Line Lender in an aggregate amount outstanding not to exceed at any time up to but not exceeding outstanding the amount of such Swing Line Lender’s Swing Line Commitment or the amount of the Swing Line Sublimit; provided, however, that after giving effect to any Swing Line Loan, (i) the making aggregate Outstanding Amount shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan and to refinance any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The outstanding Swing Line Lender’s Revolving Commitment Loan and provided, further, that no Swing Line Lender shall expire on the Revolving Commitment Termination Date and all be under any obligation to make Swing Line Loans if any Lender at such time is a Defaulting Lender, unless (y) the Administrative Agent has received Cash Collateral in the amount and all on the terms required by Section 2.03(g)(ii), or (z) such Swing Line Lender is otherwise satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan. Within the foregoing limits, and subject to the other amounts owed hereunder with respect terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. The Borrower will have the option to choose whether the Swing Line Loans then outstanding and Loan is a (1) Base Rate Loan, or a (2) Daily Floating Eurodollar Rate Loan. Immediately upon the Revolving Commitments making of a Swing Line Loan, each Lender shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposesdeemed to, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to applicable Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender’s Pro Rata Share times the amount of such Swing Line LoansLoan.

Swing Line Loans. During (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in its sole discretion, to make Swing Line Loans denominated in dollars to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, (ii) the Aggregate Revolving Commitment PeriodCredit Exposure exceeding the Aggregate Commitments; provided that the Swing Line Lender shall not be required to, but may make Swing Line Loans, in its sole discretion, to refinance outstanding Swing Line Loans and (iii) Fronting Exposure. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. Each Swing Line Borrowing shall be in an amount that is not less than $1,000,000 or an integral multiple of $500,000 in excess thereof. (b) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.05(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. on the borrowing date specified in its discretionsuch Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. (c) The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of such Swing Line Lender’s Swing Line Loans outstanding. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to Borrowers each Lender, specifying in an aggregate amount outstanding at any time up such notice such Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to but not exceeding pay to the Administrative Agent, for the account of the Swing Line Sublimit; providedLender, such Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Lender acknowledges and agrees that after giving effect its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the making applicable Swing Line Loan), in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed acquired pursuant to this Section 2.3 may be repaid paragraph, and re-borrowed during the Revolving Commitment Period. The thereafter payments in respect of such Swing Line Lender’s Revolving Commitment Loan shall expire on be made to the Revolving Commitment Termination Date Administrative Agent and all Swing Line Loans and all other amounts owed hereunder with respect not to the Swing Line Loans then outstanding and Lender. Any amounts received by the Revolving Commitments shall be paid Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in full no later than such date. Each respect of a Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to after receipt by the Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans the proceeds of a sale of participations therein shall be evidenced promptly remitted to the Administrative Agent; any such amounts received by the records of Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, as their interests may appear. The purchase of participations in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note Loan pursuant to evidence this paragraph shall not relieve the Debts arising under Borrower of any default in the Swing Line Loanspayment thereof.

Swing Line Loans. During the Revolving Commitment Period, subject (a) The Swing Line. Subject to the terms and conditions hereofset forth herein, the Swing Line Lender mayagrees, in its discretionreliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loans Loan”) to Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount outstanding not to exceed at any time up to but not exceeding outstanding the amount of the Swing Line Sublimit; provided, however, that after giving effect to any Swing Line Loan, (i) the making Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment and (iii) the aggregate Outstanding Amount of the Revolving Loans of the Swing Line Lender, plus the Swing Line Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans shall not exceed the Swing Line Lender’s Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and any participation that may result therefrom pursuant subject to the operation other terms and effect of subsection (b)conditions hereof, clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to Borrower may borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Revolving Loan for all purposesBase Rate Loan. Immediately upon the making of a Swing Line Loan, except that payments thereon each Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising product of such Lender’s Applicable Percentage under the Facility times the amount of such Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject Subject to the terms and conditions hereofset forth herein, the U.K. Swing Line Lender mayLender, in its discretionreliance upon the agreements of the other U.K. Lenders set forth in this Section 2.04, agrees to make loans (each such loan, a “U.K. Swing Line Loans Loan”) to Borrowers any U.K. Borrower in Dollars, Euros, or Sterling from time to time on any Business Day during the U.K. Availability Period in an aggregate amount outstanding not to exceed at any time up to but not exceeding outstanding the amount of the U.K. Swing Line Sublimit; provided, that that, (A) after giving effect to the making of any U.K. Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection Loan, (b), clause (iv) below, in no event shall (i1) the Total U.K. Outstandings shall not exceed the Aggregate U.K. Commitments, (2) the U.K. Revolving Credit Exposure of any U.K. Lender shall not exceed such U.K. Lender’s U.K. Commitment, and (3) the Dollar Equivalent of the aggregate amount of the outstanding U.K. Swing Line Loans issued by the U.K. Swing Line Lender shall not exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The U.K. Swing Line Lender’s Revolving Commitment U.K. Swing Line Commitment, (B) no U.K. Borrower shall expire on use the Revolving Commitment Termination Date proceeds of any U.K. Swing Line Loan to refinance any outstanding U.K. Swing Line Loan, and all (C) the U.K. Swing Line Lender shall be under no obligation to make any U.K. Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, each U.K. Borrower may borrow U.K. Swing Line Loans and all other amounts owed hereunder with respect to the under this Section 2.04(a)(iii), prepay U.K. Swing Line Loans then outstanding pursuant to Section 2.05, and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay reborrow U.K. Swing Line Loans under this Section 2.04(a)(iii). Immediately upon the making of a U.K. Swing Line Loan, each U.K. Lender shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to U.K. Swing Line Lender a risk participation in such U.K. Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such U.K. Lender’s Applicable Percentage times the amount of such U.K. Swing Line LoansLoan.

Swing Line Loans. During (a) The Swing Line. Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a "Swing Line Loan") to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that Borrower may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Revolving Loan for all purposesBase Rate Loan. Immediately upon the making of a Swing Line Loan, except that payments thereon each Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender's Applicable Percentage times the amount of such Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Swing Line Lender mayagrees, in its discretionon an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis to consider making, make a portion of the Elected Line Amount available to the Borrower by making swing line loans (individually, a "Swing Line Loan" and, together with any amounts allocated to Swing Line Loans pursuant to Borrowers Section 12.4(b), collectively, the "Swing Line Loans") to the Borrower on same day notice from time to time during the Funding Request Period in an aggregate principal amount at any one time outstanding not to exceed the Swing Line Cap; provided that, (i) the aggregate principal amount of Swing Line Loans outstanding at any time up to but not exceeding time, when aggregated with the Swing Line Sublimit; providedLender's Stated Percentage of the Total Extensions of Credit, that may not exceed the Swing Line Lender's Maximum Credit Limit then in effect, (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 any such Swing Line Loan Loan, the Borrowing Base Availability would be less than zero and any participation that may result therefrom pursuant (iii) with respect to the operation and effect of subsection each Lender (bother than a Declining Lender), clause (iv) belowand after giving effect to such Lender's Stated Percentage of such Swing Line Loan, in no event shall (i) the Revolving such Lender's Extensions of Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender do not exceed such Lender’s Revolving Commitment's Maximum Credit Limit. Amounts borrowed pursuant to this Section 2.3 During the Funding Request Period, the Borrower may be repaid and re-borrowed during use the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on Cap by borrowing, repaying and reborrowing, all in accordance with the Revolving Commitment Termination Date terms and all conditions hereof, including, without limitation, Section 4.5. (b) NEITHER THE SWING LINE LENDER NOR ANY LENDER SHALL HAVE ANY COMMITMENT OR OBLIGATION TO PARTICIPATE IN OR MAKE ANY SWING LINE LOAN HEREUNDER UNLESS AND UNTIL THE SWING LINE LENDER OR SUCH LENDER AFFIRMATIVELY COMMITS OR IS DEEMED TO HAVE COMMITTED UNDER SECTION 2.4(g) TO SUCH REQUESTED SWING LINE LOAN. NOTHING CONTAINED HEREIN SHALL OTHERWISE COMMIT OR OBLIGATE THE SWING LINE LENDER OR SUCH LENDER, OR BE INTERPRETED AS A PROMISE OR COMMITMENT BY THE SWING LINE LENDER OR SUCH LENDER TO MAKE OR ELECT TO MAKE SUCH SWING LINE LOAN OR PARTICIPATE OR ELECT TO PARTICIPATE IN SUCH SWING LINE LOAN UNLESS AND UNTIL THE SWING LINE LENDER OR SUCH LENDER AFFIRMATIVELY COMMITS OR IS DEEMED TO HAVE COMMITTED UNDER SECTION 2.4(g) TO SUCH REQUESTED SWING LINE LOAN. (c) Swing Line Loans may be denominated only in United States Dollars and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be Cost of Funds Loans with successive Interest Periods ending on the Business Day after the date made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) and each succeeding Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line LoansDay thereafter.

Swing Line Loans. During the Revolving Commitment Period, subject Subject to the terms and conditions hereofcontained herein, the Swing Line Lender may, in its discretion, agrees that it will make Swing Line Loans to Borrowers from time to time in an amounts requested by any Borrower (or Administrative Borrower on behalf of Borrowers) up to the aggregate amount outstanding at any time up equal to but not exceeding the Swing Line SublimitLoan Limit; provided, that that, after giving effect to the making of any such Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b)Loan, clause (iv) below, in no event shall (i) the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Exposure Obligations outstanding shall not exceed the aggregate Revolving Commitments amount equal to the sum of the Canadian Borrowing Base and the US Borrowing Base at such time, (ii) the Aggregate Revolving Obligations aggregate principal amount of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Loans, Swing Line Lender’s Revolving Commitment Loans and Letter of Credit Obligations outstanding with respect to all Borrowers shall expire on not exceed the Maximum Credit at such time, (iii) if such Borrower is a US Borrower, the aggregate principal amount of the Revolving Commitment Termination Date Loans, Swing Line Loans and Letter of Credit Obligations outstanding of US Borrowers shall not exceed the US Borrowing Base or the US Loan Limit at such time and (iv) if such Borrower is a Canadian Borrower, the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding of Canadian Borrowers shall not exceed the Canadian Borrowing Base or the Canadian Loan Limit at such time. On the terms and subject to the conditions hereof, each Borrower (or Administrative Borrower on behalf of Borrowers) may from time to time borrow, prepay and reborrow Swing Line Loans. Swing Line Lender shall not be required to make Swing Line Loans, if, after giving effect thereto, the aggregate outstanding principal amount of all Swing Line Loans and all other amounts owed hereunder with respect to would exceed the then existing Swing Line Loans then Loan Limit. Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding and the Revolving Commitments shall be paid in full no later than such dateSwing Line Loan. Each Swing Line Loan shall constitute a be subject to all of the terms and conditions applicable to other Base Rate Loans funded by the Lenders constituting Revolving Loan for all purposesLoans, except that all payments thereon shall be made solely payable to the Swing Line Lender solely for its own account. The obligation of Borrowers to repay All Revolving Loans and Swing Line Loans shall be evidenced by subject to the records of Swing Line Lender, settlement among Lenders provided that, promptly upon Swing Line Lender’s request (but, for in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line LoansSection 6.13 hereof.

Swing Line Loans. During (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day (other than the Closing Date) prior to the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Revolving Credit Loans of any other Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment Periodthen in effect. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own accountBase Rate Loan. The obligation of Borrowers to repay Swing Line Loans shall only be evidenced by denominated in Dollars. Immediately upon the records making of a Swing Line LenderLoan, provided thateach Revolving Credit Lender shall be deemed to, promptly upon Swing Line Lender’s request (butand hereby irrevocably and unconditionally agrees to, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to purchase from the Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender’s Pro Rata Share times the amount of such Swing Line LoansLoan.

Swing Line Loans. (a) During the Revolving Commitment Availability Period, subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, agrees to make Swing Line Loans to Borrowers the Borrower in an the aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, provided that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) belowLoan, in no event shall (i) the Revolving Credit Exposure Total Utilization of Commitments exceed the aggregate Revolving Commitments and then in effect or (ii) unless otherwise agreed to in writing by the Aggregate Swing Line Lender, the aggregate amount of Swing Line Loans, Revolving Obligations Loans and Letters of any Credit issued by the Swing Line Lender exceed such the Swing Line Lender’s Revolving CommitmentCommitments hereunder. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed reborrowed during the Revolving Commitment Availability Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay . (b) Swing Line Loans shall be evidenced made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount; provided that a Swing Line Loan may be in an aggregate amount that is required to finance the reimbursement of a Letter of Credit drawing as contemplated by Section 2.4(d). (c) The Swing Line Lender may by written notice given to the records Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice shall specify the aggregate amount of the Swing Line Loans in which the Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice as provided above, to the Administrative Agent, for the account of the Swing Line Lender, provided such Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Lender acknowledges and agrees that, in making any Swing Line Loan, the Swing Line Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.2, unless, at least one Business Day prior to the time such Swing Line Loan was made, the Required Lenders or the Borrower shall have notified the Swing Line Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.2(b) or (c) would not be satisfied if such Swing Line Loan were then made (it being understood and agreed that, in the event the Swing Line Lender shall have received any such notice, it shall have no obligation to make any Swing Line Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Lender further acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.6 with respect to Loans made by such Lender (and Section 2.6 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly upon remit to the Swing Line Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to . Any amounts received by the Swing Line Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower of its obligation to repay such Swing Line Loan. (d) The Swing Line Lender may resign as Swing Line Lender upon 30 days prior written notice to the Administrative Agent, the Lenders and the Borrower. The Swing Line Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent and the successor Swing Line Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swing Line Lender. At the time any such replacement or resignation shall become effective, (i) the Borrower shall prepay any outstanding Swing Line Loans made by the resigning or removed Swing Line Lender, (ii) upon such prepayment, the resigning or removed Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (iii) the Borrower shall issue, if so requested by the successor Swing Line Loan Lender, a new Swing Line Note to evidence the Debts arising under successor Swing Line Lender, in the principal amount of the Swing Line LoansSublimit then in effect and with other appropriate insertions. From and after the effective date of any such replacement or resignation, (x) any successor Swing Line Lender shall have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all previous Swing Line Lenders, as the context shall require.

Swing Line Loans. During the Revolving Commitment Period, subject Subject to the terms and conditions hereofand relying upon the representations and warranties set forth in this Agreement and the other Loan Documents, the Swing Line Lender may, in its sole and absolute discretion, make available to the Borrower at any time and from time to time during the period from the Closing Date through and including the Business Day immediately preceding the earlier of (i) the date upon which the aggregate unpaid principal balance of the Swing Line Loans become due and payable by demand or (ii) the Expiry Date, by making Swing Line Loans to Borrowers the Borrower in Dollars in an aggregate principal amount outstanding not exceeding at any one time up to but not exceeding outstanding Twenty-Five Million and 00/100 Dollars ($25,000,000.00) (the "Swing Line SublimitLoan Facility"); provided, however, that after giving effect to the making sum of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed aggregate principal amount of the aggregate Revolving Commitments and Swing Line Lender's Swing Line Loans outstanding, plus (ii) the Aggregate Dollar Equivalent principal amount of all Revolving Obligations Credit Loans outstanding of all the Banks, plus (iii) and the aggregate Dollar Equivalent amount of Letters of Credit Outstanding at any Lender one time shall not exceed such Lender’s the aggregate amount of the Revolving Commitment. Amounts borrowed Credit Facility Commitment as the same may be increased from time to time pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period2.21. The If not sooner paid, each Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and Loan, all Swing Line Loans unpaid interest thereon and all other amounts owed sums and costs incurred hereunder with respect to such Swing Line Loan shall be immediately due and payable on the earlier of (i) thirty (30) Business Days from the date such Swing Line Loan was made, (ii) demand or (iii) the Expiry Date, without notice, presentment or demand (unless payable by demand). Within the limits of time and amount set forth in this Section 2.03.1, and subject to the provisions of this Agreement including, without limitation, the Swing Line Lender's right to demand repayment of the Swing Line Loans then outstanding at any time with or without the occurrence of an Event of Default, Borrower may borrow, repay and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising reborrow under the Swing Line Loansthis Section 2.02.1.

Swing Line Loans. During the Revolving Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, the each Swing Line Lender mayLender, in its discretionon a several and not joint basis, agrees to make loans to the Company (collectively the “Swing Line Loans Loans” and individually each a “Swing Line Loan”) from time to Borrowers time in Dollars in accordance with this Section 2.4 in an aggregate amount outstanding not at any time up to but not exceeding the lesser of $50,000,000 and the aggregate Revolving Commitment (the “Swing Line Sublimit”); providedprovided that, that after giving effect to the making of any each Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection Loan, (b), clause (iv) below, in no event shall (ia) the aggregate Revolving Credit Exposure shall not exceed the aggregate Revolving Commitments and Commitment, (iib) unless otherwise agreed by the Aggregate Revolving Obligations of any applicable Swing Line Lender exceed in its sole discretion, such Swing Line Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Credit Exposure shall not exceed such Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid (in full no later than such date. Each Swing Line Loan shall constitute its capacity as a Revolving Loan for all purposesLender), except that payments thereon (c) each Revolving Lender’s Revolving Credit Exposure shall be made solely to Swing Line Lender for its own accountnot exceed such Revolving Lender’s Revolving Commitment. The obligation of Borrowers to repay All Swing Line Loans shall be evidenced by made ratably among all of the records of Swing Line LenderLenders. Amounts borrowed under this Section 2.4 may be borrowed, repaid and reborrowed until the Revolving Maturity Date; provided that, promptly upon that all outstanding Swing Line Lender’s request Loans shall be due and payable in full upon the earliest of (butx) any borrowing of Revolving Loans, in any event, within (y) the date that is five (5) Business Days after receipt the making of such request), Borrowers shall execute Swing Line Loan and deliver to (z) the Revolving Maturity Date. The failure of any Swing Line Lender to make its ratable portion of a Swing Line Note to evidence the Debts arising under the Loan shall not relieve any other Swing Line LoansLender of its obligation hereunder to make its ratable portion of such Swing Line Loan on the date of such Swing Line Loan, but no Swing Line Lender shall be responsible for the failure of any other Swing Line Lender to make the ratable portion of a Swing Line Loan to be made by such other Swing Line Lender on the date of any Swing Line Loan.

Swing Line Loans. During the Revolving Commitment Period, subject (a) The Swing Line. Subject to the terms and conditions hereofset forth herein, the Swing Line Lender mayshall, in its discretionreliance upon the agreements of the other Lenders set forth in this Section 2.04 make loans in Dollars (each such loan, make a “Swing Line Loans Loan”) to Borrowers the Company from time to time on any Business Day during the Availability Period in an aggregate amount outstanding not to exceed at any time up to but not exceeding the Swing Line Sublimit; provided, however, that (i) after giving effect to any Swing Line Loan, (x) the making Total Outstandings shall not exceed the Aggregate Commitments, and (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (ii) the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, (iii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine in its reasonable discretion (which determination shall be conclusive and any participation binding absent manifest error) that may result therefrom pursuant it has, or by such credit extension is reasonably expected to the operation have, Fronting Exposure and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding made by the Swing Line Lender, when aggregated with the Pro Rata Share of the Outstanding Amount of Committed Loans of such Lender and its Affiliates, do not exceed the Revolving Commitments shall be paid in full no later than greater of (A) such dateLender’s Commitment and (B) such Lender’s Swing Line Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Revolving Loan for all purposesBase Rate Loan. Immediately upon the making of a Swing Line Loan, except that payments thereon each Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Xxxxxx’s Pro Rata Share times the amount of such Swing Line LoansLoan.

Swing Line Loans. During (i) Solely for ease of administration of the Revolving Commitment Period, subject to the terms and conditions hereofCredit Loans, the Swing Line Lender may, upon receipt of a notice required under Section 2.02(c) on the proposed date of funding, but shall not be required to, fund Base Rate Loans made in accordance with the provisions of this Agreement, bearing interest as set forth in Section 3.02(a)(i). The Swing Line Lender may, in its discretionsole discretion and without conferring with the Lenders, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up the Borrower by entry of credits to but not exceeding the Borrower's operating account(s) with the Swing Line Sublimit; provided, Lender to cover checks which the Borrower has drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrower hereby requests and authorizes the Swing Line Lender to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrower acknowledges and agrees that after giving effect to the making of any such Swing Line Loan Loans shall be subject in all respects to the provisions of this Agreement as if they were Swing Line Loans covered by a request under Section 2.02(c), including, without limitation, the limitations set forth in this Section 2.01 and any participation the requirements that may result therefrom the applicable provisions of Section 6.01 (in the case of Swing Line Loans made on the Closing Date) and Section 6.02 be satisfied. All actions taken by the Swing Line Lender pursuant to the operation and effect provisions of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may 2.01(c) shall be repaid conclusive and re-borrowed during binding on the Revolving Commitment Period. The Borrower absent manifest error or such Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account's gross negligence or willful misconduct. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records Swing Line Note; provided that the outstanding aggregate amount of Swing Line Loans advanced by the Swing Line Lender hereunder shall not exceed the Swing Line Commitment at any time. Each Lender shall remain severally and unconditionally liable to fund its pro rata share (based upon each Lender's Percentage Share) of such Swing Line Loans on each Settlement Date and, in the event the Swing Line Lender chooses not to fund all Base Rate Loans requested on any date, to fund its Percentage Share of the Base Rate Loans requested, subject to satisfaction of the provisions hereof relating to the making of Base Rate Loans. Prior to each Settlement, all payments or repayments of the principal of, and interest on, Swing Line Loans shall be credited to the account of the Swing Line Lender. The Borrower shall have the right, at its election, to prepay the outstanding amount of the Swing Line Loans, as a whole or in part, at any time without penalty or premium. (ii) The Lenders shall effect Settlements on (A) the Business Day immediately following any day which the Swing Line Lender gives written notice to the Administrative Agent to effect a Settlement, (B) the Business Day immediately following the Swing Line Lender's or the Administrative Agent's becoming aware of the existence of any Default, (C) the Termination Date, (D) any date on which the Borrower wishes to convert a Swing Line Loan into a Revolving Credit Loan, and (E) in any event, on the first Business Day of each calendar quarter for the immediately preceding calendar quarter (each such date, a "Settlement Date"). One Business Day prior to each such Settlement Date, the Administrative Agent shall give notice by facsimile or telecopier to the Lenders of (1) the respective outstanding amount of Revolving Credit Loans made by each Lender as at the close of the prior Business Day, and (2) the amount that any Lender, as applicable (a "Settling Lender"), shall pay to effect a settlement (a "Settlement Amount"). A statement of the Administrative Agent submitted to the Lenders with respect to any amounts owing hereunder shall be PRIMA FACIE evidence of the amount due and owing. Each Settling Lender shall, not later than 11:00 a.m. (Central Time) on each Settlement Date, effect a wire transfer of immediately available funds to the Administrative Agent, for the benefit of the Swing Line Lender, provided thatat the Administrative Agent's Principal Office in the amount of such Lender's Settlement Amount. All funds advanced by any Lender as a Settling Lender pursuant to this Section 2.01(c) shall for all purposes be treated as a Base Rate Loan by that Lender (in place of the Swing Loan Lender) to the Borrower and all such funds so advanced shall be treated as a payment in full of such amount by the Borrower under its Swing Line Note. (iii) Subject to the Settling Lender's receipt of the notice required pursuant to Section 2.01(c)(ii), promptly the Administrative Agent may (unless notified to the contrary by any Settling Lender by 11:00 a.m. (Central Time) one Business Day prior to the Settlement Date) assume that each Settling Lender has made available (or will make available by the time specified in Section 2.01(c)(ii)) to the Administrative Agent its Settlement Amount, and the Administrative Agent may (but shall not be required to), in reliance upon such assumption, effect Settlements. If the Settlement Amount of such Settling Lender is made available to the Administrative Agent on a date after such Settlement Date, such Settling Lender shall pay the Administrative Agent, for the benefit of the Swing Line Lender’s request , on demand an amount equal to the product of (butA) the average, computed for the period referred to in clause (C) below, of the weighted average annual interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period times (B) such Settlement Amount times (C) a fraction, the numerator of which is the number of days that elapse from and including such Settlement Date to but not including the date on which such Settlement Amount shall become immediately available to the Administrative Agent, and the denominator of which is 360. Upon payment of such amount such Settling Lender shall be deemed to have delivered its Settlement Amount on the Settlement Date and shall become entitled to interest payable by the Borrower with respect to such Settling Lender's Settlement Amount as if such share were delivered on the Settlement Date. If such Settlement Amount is not in fact made available to the Administrative Agent by such Settling Lender within three Business Days of such Settlement Date, the Administrative Agent shall be entitled to recover such amount from the Borrower, with any unpaid interest thereon at the Base Rate. (iv) After any Settlement Date, any payment by the Borrower of Swing Line Loans hereunder shall be allocated pro rata among the Lenders, in any eventaccordance with such Lender's Percentage Share. (v) If, within five prior to the making of a Revolving Credit Loan pursuant to clause (5ii) Business Days after receipt of this Section 2.01(c), a Default has occurred and is continuing, each Lender shall, on the date such Revolving Credit Loan was to have been made, purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Percentage Share of such request)Swing Line Loans. Each Lender will immediately transfer to the Administrative Agent, Borrowers shall execute for the benefit of the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Administrative Agent will deliver to Swing Line such Lender a Swing Line Note to evidence participation certificate dated the Debts arising under date of receipt of such funds and in such amount. (vi) Whenever, at any time after the Administrative Agent has received from any Lender such Lender's participating interest in the Swing Line LoansLoans pursuant to clause (v) above, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it in like funds as such payment is required to be returned by the Administrative Agent. (vii) Each Lender's obligation to purchase participating interests pursuant to clause (v) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; (C) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (D) any breach of this Agreement by the Borrower or any other Lender or the Administrative Agent; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. During the Revolving Commitment Period, subject (a) The Swing Line. Subject to the terms and conditions hereofset forth herein, the Swing Line Lender mayLender, in its discretionreliance upon the agreements of the other Lenders set forth in this Section 2.05, shall make loans in Dollars (each such loan, a “Swing Line Loans Loan”) to Borrowers any Borrower from time to time on any Business Day during the Availability Period in an aggregate amount outstanding not to exceed at any time up to but not exceeding outstanding the amount of the Swing Line Sublimit; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the making Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and (iii) the aggregate outstanding principal amount of all Loans made by the Swing Line Lender plus the aggregate L/C Obligations owing to the Swing Line Lender (or any of its Affiliates) shall not exceed such Lender’s Commitment, (y) such Borrower shall not use the proceeds of any Swing Line Loan and to refinance any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments outstanding Swing Line Loan and (iiz) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be paid in full no later than conclusive and binding absent manifest error) that it has, or by such dateCredit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, each Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall constitute be a Revolving Loan for all purposesBase Rate Loan. Immediately upon the making of a Swing Line Loan, except that payments thereon each Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender’s Applicable Percentage times the amount of such Swing Line LoansLoan.

Swing Line Loans. During (i) The Swing Line Lender agrees, on the Revolving Commitment Period, terms and subject to the terms conditions set forth herein and conditions hereofin the other Finance Documents, to make a portion of the Revolving Commitments available to the Borrower from time to time during the Availability Period by making Swing Line Loans to the Borrower in Dollars (each such loan, a “Swing Line Loan” and, collectively, the “Swing Line Loans”); provided that (A) the aggregate principal amount of the Swing Line Loans outstanding at any one time shall not exceed the Swing Line Committed Amount, (B) with regard to each Lender individually (other than the Swing Line Lender in its capacity as such), such Lender’s outstanding Revolving Loans plus its Participation Interests in outstanding Swing Line Loans plus its Participation Interests in outstanding L/C Obligations shall not at any time exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount, (C) with regard to the Revolving Lenders collectively, the sum of the aggregate principal amount of Swing Line Loans outstanding plus the aggregate amount of Revolving Loans outstanding plus the aggregate amount of L/C Obligations outstanding shall not exceed the Revolving Committed Amount and (D) the Swing Line Committed Amount shall not exceed the aggregate of the Revolving Commitments then in effect. Swing Line Loans shall be made and maintained as Base Rate Loans and may be repaid and reborrowed in accordance with the provisions hereof prior to the Swing Line Termination Date. Swing Line Loans may be made notwithstanding the fact that such Swing Line Loans, when aggregated with the Swing Line Lender’s other Revolving Outstandings, exceeds its Revolving Commitment. The proceeds of a Swing Line Borrowing may not be used, in whole or in part, to refund any prior Swing Line Borrowing. (ii) The principal amount of all Swing Line Loans shall be due and payable on the earliest of (A) the maturity date agreed to by the Swing Line Lender and the Borrower with respect to such Swing Line Loan (which maturity date shall not be more than ten Business Days from the date of advance thereof); (B) the Swing Line Termination Date, (C) the occurrence of any proceeding with respect to the Borrower under any Debtor Relief Law or (D) the acceleration of any Loan or the termination of the Revolving Commitments pursuant to Section 8.02. (iii) With respect to any Swing Line Loans that have not been voluntarily prepaid by the Borrower or paid by the Borrower when due under clause (ii) above, the Swing Line Lender (by request to the Administrative Agent) or the Administrative Agent at any time may, in its discretion, make and shall at any time Swing Line Loans to Borrowers in an aggregate amount of $1,000,000 or more shall have been outstanding at any time up to but not exceeding for more than seven days, on one Business Day’s notice, require each Revolving Lender, including the Swing Line Sublimit; providedLender, that after giving effect and each such Lender hereby agrees, subject to the making provisions of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (bthis Section 2.01(c), clause to make a Revolving Loan (ivwhich shall be initially funded as a Base Rate Loan) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed an amount equal to such Lender’s Revolving Commitment. Amounts borrowed pursuant Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date notice is given. (iv) In the case of Revolving Loans made by Lenders other than the Swing Line Lender under clause (iii) above, each such Revolving Lender shall make the amount of its Revolving Loan available to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment PeriodAdministrative Agent, in same day funds, at the Administrative Agent’s Office, not later than 1:00 P.M. on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately delivered to the Swing Line Lender (and not to the Borrower) and applied to repay the Refunded Swing Line Loans. On the day such Revolving Loans are made, the Swing Line Lender’s Revolving Commitment shall expire on Percentage of the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Refunded Swing Line Loans shall be evidenced deemed to be paid with the proceeds of a Revolving Loan made by the records Swing Line Lender and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall instead be outstanding as Revolving Loans. The Borrower authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower’s account with the Administrative Agent (up to the amount available in such account) in order to pay immediately to the Swing Line Lender the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Lenders, including amounts deemed to be received from the Swing Line Lender, are not sufficient to repay in full such Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Lenders in the manner contemplated by Section 2.13. (v) A copy of each notice given by the Swing Line Lender pursuant to this Section 2.01(c) shall be promptly delivered by the Swing Line Lender to the Administrative Agent and the Borrower. Upon the making of a Revolving Loan by a Revolving Lender pursuant to this Section 2.01(c), the amount so funded shall no longer be owed in respect of its Participation Interest in the related Refunded Swing Line Loans. (vi) If as a result of any proceeding under any Debtor Relief Law, Revolving Loans are not made pursuant to this Section 2.01(c) sufficient to repay any amounts owed to the Swing Line Lender as a result of a nonpayment of outstanding Swing Line Loans, each Revolving Lender agrees to purchase, and shall be deemed to have purchased, a participation in such outstanding Swing Line Loans in an amount equal to its Revolving Commitment Percentage of the unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from the Swing Line Lender, each Revolving Lender shall deliver to the Swing Line Lender an amount equal to its respective Participation Interest in such Swing Line Loans in same day funds at the office of the Swing Line Lender specified or referred to in Section 10.02. In order to evidence such Participation Interest each Revolving Lender agrees to enter into a participation agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory to all parties. In the event any Revolving Lender fails to make available to the Swing Line Lender the amount of such Revolving Lender’s Participation Interest as provided thatin this Section 2.01(c)(vi), promptly the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the customary rate set by the Swing Line Lender for correction of errors among banks in New York City for one Business Day and thereafter at the Base Rate plus the then Applicable Margin for Base Rate Loans. (vii) Each Revolving Lender’s obligation to make Revolving Loans pursuant to clause (iv) above and to purchase Participation Interests in outstanding Swing Line Loans pursuant to clause (vi) above 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 Lender or any other Person may have against the Swing Line Lender, the Borrower, Holdings or any other Loan Party, (ii) the occurrence or continuance of a Default or an Event of Default or the termination or reduction in the amount of the Revolving Commitments after any such Swing Line Loans were made, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person, (iv) any breach of this Agreement or any other Finance Document by the Borrower or any other Lender, (v) whether any condition specified in Article IV is then satisfied or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the forgoing. If such Lender does not pay such amount forthwith upon the Swing Line Lender’s request (butdemand therefor, in any eventand until such time as such Lender makes the required payment, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to the Swing Line Lender a shall be deemed to continue to have outstanding Swing Line Note Loans in the amount of such unpaid Participation Interest for all purposes of the Finance Documents other than those provisions requiring the other Lenders to evidence the Debts arising under purchase a participation therein. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line LoansLender to fund Swing Line Loans in the amount of the Participation Interest in Swing Line Loans that such Lender failed to purchase pursuant to this Section 2.01(c)(vii) until such amount has been purchased (as a result of such assignment or otherwise).

Swing Line Loans. During On any Business Day until and excluding the Business Day preceding the Maturity Date for the Initial Revolving Commitment PeriodCredit Facility, subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, agrees to make Swing Line Loans to Borrowers the Borrower, in an the aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; providedprovided that the Swing Line Lender shall not make any Swing Line Loans if, that as of the date of and after giving effect to the making of any such Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Total Revolving Credit Exposure Outstandings would exceed the aggregate Revolving Commitments and (ii) Credit Facility; provided that, after giving effect to any Swing Line Loan, the Aggregate aggregate Outstanding Amount of the Initial Revolving Obligations Credit Loans of any Lender (including any exposure under outstanding Swing Line Loans), plus such Lender’s Pro Rata Share (under the Initial Revolving Credit Facility) of the Outstanding Amount of all L/C Obligations (applicable to the Initial Revolving Credit Facility), plus such Lender’s Pro Rata Share (under the Initial Revolving Credit Facility) of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Initial Revolving Credit Commitment. Amounts borrowed pursuant to this Section 2.3 2.04 may be repaid and re-borrowed during reborrowed prior to the Maturity Date for the Initial Revolving Commitment PeriodCredit Facility. The Swing Line Lender’s Revolving Commitment to make Swing Line Loans shall expire on the latest Maturity Date with respect to the Revolving Commitment Termination Date Credit Facility and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposesWithin the foregoing limits, except that payments thereon shall be made solely and subject to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lenderother terms and conditions hereof, provided thatthe Borrower may borrow under this Section 2.04, promptly upon Swing Line Lender’s request (butprepay under Section 2.05, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising reborrow under the Swing Line Loansthis Section 2.04.

Swing Line Loans. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Swing Line Lender may, Bank may in its discretion, discretion make swing line loans (the "Swing Line Loans Loans") to Borrowers the Borrower from time to time during the Commitment Period in an the aggregate amount outstanding at any time up to but not exceeding the amount of the Swing Line SublimitCommitment for periods requested by the Borrower and agreed to by the Swing Line Bank; provided, that that, no Swing Line Loan shall be made if, after giving effect to the making of any such Loan and the simultaneous application of the proceeds thereof, the Total Exposure would exceed the Total Commitment. Within the foregoing limits, the Borrower may during the Commitment Period borrow, repay and reborrow under the Swing Line Commitment, subject to and in accordance with the terms and limitations hereof. (b) The Borrower may request a Swing Line Loan to be made on any Business Day. Swing Line Loans shall bear interest at the Base Rate Option. Each request for a Swing Line Loan shall be in writing (or by telephone promptly confirmed in writing) and any participation that may result therefrom pursuant delivered to the operation and effect of subsection (b)Swing Line Bank not later than 12:00 noon, clause (iv) belowWilmington time, on the Business Day such Swing Line Loan is to be made, specifying in no event shall each case (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and amount to be borrowed, (ii) the Aggregate Revolving Obligations of any Lender exceed requested borrowing date, and (iii) the date such Lender’s Revolving Commitment. Amounts borrowed pursuant Swing Line Loan is to this Section 2.3 may be repaid and re-borrowed during repaid, if applicable (the Revolving Commitment Period"Swing Line Repayment Date"). The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than request for such date. Each Swing Line Loan shall constitute a Revolving Loan for be irrevocable. Provided that all purposesapplicable conditions precedent contained in Section 4.2 hereof have been satisfied, except that payments thereon shall be made solely to the Swing Line Lender Bank shall, not later than 4:00 p.m., Wilmington time, on the date specified in the Borrower's request for its own account. such Swing Line Loan, make such Swing Line Loan by crediting the Borrower's deposit account with the Swing Line Bank. (c) The obligation of Borrowers the Borrower to repay the Swing Line Loans shall be evidenced by a promissory note of the records Borrower dated the date hereof, payable to the order of the Swing Line Lender, provided that, promptly upon Bank in the principal amount of the Swing Line Lender’s request Commitment and substantially in the form of Exhibit B-2 (butas amended, in any eventsupplemented or otherwise modified from time to time, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to the "Swing Line Lender Note"). (d) Interest shall accrue on the outstanding principal balance of a Swing Line Note Loan at the Base Rate Option and shall be payable on each applicable Interest Payment Date and upon the repayment of such Swing Line Loan. (e) A Swing Line Loan shall be repaid on the earlier of (i) the Termination Date and (ii) the Swing Line Repayment Date for such Swing Line Loan, if any. (f) In the event the Commitments are terminated in accordance with Section 2.10 hereof, the Swing Line Commitment shall also be terminated automatically. In the event the Borrower reduces the Total Commitment to evidence less than the Debts arising under Swing Line Commitment, the Swing Line Commitment shall immediately be reduced to an amount equal to the Total Commitment. In the event the Borrower reduces the Total Commitment to less than the outstanding principal amount of the Swing Line Loans, the Borrower shall immediately repay the amount by which the outstanding Swing Line Loans exceed the Swing Line Commitment as so reduced plus accrued interest thereon. (g) At no time shall there be more than one outstanding Swing Line Loan.

Swing Line Loans. During (a) Subject to the terms and conditions set forth herein (including Section 2.22), in reliance upon the agreements of the other Lenders set forth in this Section 2.04, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Commitment Availability Period, denominated in dollars, in an aggregate principal amount at any time outstanding that will not result in (i) the outstanding Swingline Loans of the Swingline Lender exceeding its Swingline Commitment or (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan (x) to refinance an outstanding Swingline Loan or (y) if any Lender is at that time a Defaulting Lender and after giving effect to Section 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, the Swing Line Borrower may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower shall notify the Swingline Lender of such request (i) by telephone (confirmed in writing), not later than 2:00 p.m., New York City time, or, if agreed by the Swingline Lender, 2:00 p.m., New York City time (in the case of a Swingline Loan denominated in dollars) or (ii) by facsimile or other electronic transmission (confirmed by telephone), not later than 2:00 p.m., New York City time, or, if agreed by the Swingline Lender, 2:00 p.m., New York City time on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and (x) if the funds are not to be credited to a general deposit account of the Borrower maintained with the Swingline Lender, the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with Section 2.06, or (y) in the case of any ABR Revolving Borrowing or Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit accounts of the Borrower maintained with the Swingline Lender or such other deposit account identified by Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice the currency and such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds in the applicable currency, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (d) The Borrower may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up and from time to but not exceeding the Swing Line Sublimit; providedtime, designate as additional Swingline Lenders one or more Revolving Lenders that after giving effect agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the making Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b)such acceptance, clause (iv) below, in no event shall (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Exposure exceed Lender in its capacity as a lender of Swingline Loans hereunder. (e) The Borrower may terminate the aggregate Revolving Commitments appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the Aggregate Revolving Obligations fifth Business Day following the date of the delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder Agreement with respect to the Swing Line Swingline Loans then outstanding and the Revolving Commitments made by it prior to such termination, but shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in not make any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line additional Swingline Loans.

Swing Line Loans. During (a) Subject to the Revolving terms and conditions set forth in this Credit Agreement, the Swing Line Lender agrees to make loans to the Borrower, and the Borrower may borrow, repay and reborrow such loans, from time to time on any Business Day during the period from and including the Effective Date to but excluding the fifth (5th) Business Day immediately preceding the Tranche B Commitment PeriodTermination Date up to a maximum aggregate principal amount outstanding at any one time equal to the Swing Line Commitment Amount, provided that immediately after giving effect thereto (i) the Senior Debt Asset Coverage would not be less than 3.00:1.00, (ii) the Adjusted Senior Debt Asset Coverage would not be less than 2.50:1.00, (iii) the aggregate outstanding principal balance of all Swing Line Loans would not exceed the Swing Line Commitment, (iv) the Temporary Loan Balance would not exceed the Aggregate Tranche B Commitments, and (v) the Aggregate Loan Balance would not exceed the Borrowing Base. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. (b) To request a Swing Line Loan, the Borrower shall make a written Borrowing Request to the Swing Line Lender mayand the Administrative Agent, not later than 1:00 p.m., New York City time, on the Business Day of the proposed Swing Line Loan. Such Borrowing Request shall be irrevocable and accompanied by a Borrowing Base Report, each duly signed by or on behalf of the Borrower. Each such Borrowing Request shall specify: (A) the requested date for such Swing Line Loan (which shall be a Business Day), and (B) the amount of such Swing Line Loan, which shall be an Approved Amount. The Swing Line Lender shall make each Swing Line Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 2:00 p.m., New York City time, to a custodial account at the Custodian in the name of the Borrower. (c) The Swing Line Lender may by written notice to the Administrative Agent not later than 12:00 p.m. (New York City time) on any Business Day notify the Administrative Agent that the Swing Line Lender is requesting that each Tranche B Lender advance an amount under this Section 2.9(c) equal to its discretion, make Tranche B Commitment Percentage of the outstanding principal balance and accrued interest on one or more of the Swing Line Loans to Borrowers (each an “Advance”). Upon receipt of such notice, the Administrative Agent shall promptly notify each Tranche B Lender of the details thereof and of the amount of such Tranche B Lender’s Advance. Each Tranche B Lender shall, regardless of whether any Default shall have occurred and be continuing, any action described in an aggregate amount outstanding at Article 8 has been taken, any time up to but not exceeding the Swing Line Sublimit; providedrepresentation or warranty shall be accurate, that after giving effect any condition to the making of any Loan shall have been fulfilled, any set off, counterclaim, recoupment, defense or other right which such Tranche B Lender may have against the Swing Line Loan Lender or the Borrower, or any other matter whatsoever (each Tranche B Lender’s obligation to make such Advance being absolute and any participation that may result therefrom pursuant unconditional), not later than 2:00 p.m. (New York City time) on the date of such notice make available such Advance, in funds immediately available in New York, to the operation and effect Administrative Agent at its address appearing in Section 2.6(a). The failure or refusal of subsection (b), clause (iv) belowany Tranche B Lender to make available to the Administrative Agent as provided herein any Advance shall not relieve any other Tranche B Lender from its several obligations hereunder. The Administrative Agent will make all such Advances available to the Swing Line Lender by promptly crediting or otherwise transferring the amounts so received, in no event shall (i) like funds, to the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on Lender for the Revolving Commitment Termination Date and all purpose of repaying in full such Swing Line Loans and all other amounts owed hereunder with respect accrued interest thereon. (d) Each Advance made by a Tranche B Lender shall, for all purposes hereof, be deemed to be a Tranche B Refunding Loan made to the Borrower by such Tranche B Lender pursuant to Section 2.2(a)(ii), provided that in the event that any Tranche B Lender would otherwise be prevented from making such Tranche B Refunding Loan to such Borrower by the provisions of the United States Bankruptcy Code or otherwise, such Advance shall constitute a purchase by it of a participation (each a “Swing Line Loan Participation”) in the unpaid principal amount of, and accrued interest on, the relevant Swing Line Loan(s) and interest accruing thereon after the date of such payment. Promptly following receipt by the Swing Line Loans then outstanding and Lender of any payment by or on behalf of the Revolving Commitments shall be paid Borrower in full no later than such date. Each respect of any Swing Line Loan shall constitute a Revolving Loan for all purposesLoan, except the Administrative Agent shall, to the extent that payments thereon shall be Tranche B Lenders have made solely Advances with respect thereto, to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line LoansTranche B Lenders as their interests may appear.

Swing Line Loans. During the Revolving Commitment Period, subject (a) The Swing Line. Subject to the terms and conditions hereofset forth herein, the Swing Line Lender may, in its discretionreliance upon the agreements of the other Lenders set forth in this Section 2.04, make loans (each such loan, a “Swing Line Loans Loan”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount outstanding not to exceed at any time up to but not exceeding outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the making Total Outstandings shall not exceed Loan Cap, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and any participation that may result therefrom pursuant subject to the operation other terms and effect of subsection (b)conditions hereof, clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to Borrowers may borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute bear interest only at the rate applicable to Base Rate Loans. Immediately upon the making of a Revolving Loan for all purposesSwing Line Loan, except that payments thereon each Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Loans.risk participation in 69

Swing Line Loans. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the each Swing Line Lender mayseverally agrees to make swing line loans in Dollars (individually, in its discretion, make a “Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding Loan”; collectively, the “Swing Line SublimitLoans”) to any Swing Line Borrower from time to time during the Revolving Credit Commitment Period in accordance with the procedures set forth in this Section 2.5; provided, that (i) the aggregate outstanding principal amount of all Swing Line Loans shall not exceed $2,000,000,000 at any one time, (ii) the principal amount of any borrowing of Swing Line Loans may not exceed the aggregate amount of the Available Revolving Credit Commitments of all Lenders immediately prior to such borrowing, (iii) in no event may Swing Line Loans be borrowed hereunder if, after giving effect thereto, (x) the aggregate principal amount of Swing Line Loans, Revolving Credit Loans and Local Currency Loans (US$ Equivalent) made by any Swing Line Lender then outstanding would exceed such Swing Line Lender’s Revolving Credit Commitment, (y) the aggregate principal amount of US$ Loans and Local Currency Loans (US$ Equivalent) made to any Subsidiary Borrower then outstanding would exceed the making Maximum Subsidiary Borrowing Amount with respect to such Subsidiary Borrower set forth in the most recent Subsidiary Borrower Notice and Designation delivered by IBM pursuant to Section 5.2(d) or (z) the aggregate principal amount of Swing Line Loans made by any Swing Line Lender then outstanding would exceed the Swing Line Commitment of such Swing Line Lender and (iv) in no event may Swing Line Loans be borrowed hereunder if (x) the Administrative Agent shall have received notice from the Required Lenders specifying that a Default or Event of Default shall have occurred and be continuing and (y) such Default or Event of Default shall not have been subsequently cured or waived. Amounts borrowed by any Swing Line Borrower under this Section 2.5 may be repaid and, up to but excluding the Termination Date, reborrowed. All Swing Line Loans shall at all times be ABR Loans. The relevant Swing Line Borrower shall give the Administrative Agent irrevocable notice of any Swing Line Loan Loans requested hereunder (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, on the requested Borrowing Date) specifying (A) the amount to be borrowed, and any participation (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify each Swing Line Lender of the aggregate amount of such borrowing and of the amount of such Swing Line Lender’s Swing Line Borrowing Share (if any) thereof. Not later than 2:00 P.M., New York City time, on the Borrowing Date specified in such notice each Swing Line Lender shall make its Swing Line Borrowing Share of such Swing Line Loans available to the Administrative Agent for the account of the relevant Swing Line Borrower at the office of the Administrative Agent set forth in Section 11.2 in funds immediately available to the Administrative Agent. The proceeds of such borrowing will then be immediately made available to the relevant Swing Line Borrower by the Administrative Agent crediting the account of such Swing Line Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Swing Line Lenders and in like funds as received by the Administrative Agent. The Administrative Agent and the Swing Line Lenders acknowledge that may result therefrom the funding provisions in respect of the Swing Line Commitments are material terms of this Agreement and that it is of importance to the Swing Line Borrowers that the funding of Swing Line Loans be made in a timely and efficient manner. Each borrowing pursuant to this Section 2.5 shall be in a minimum aggregate principal amount of the operation and effect lesser of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments $20,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) the Aggregate Revolving Obligations aggregate amount of the then Available Swing Line Commitments. (b) Notwithstanding the occurrence of any Lender exceed Default or Event of Default or noncompliance with the conditions precedent set forth in Section 5 or the minimum borrowing amounts specified in Section 2.2, if any Swing Line Loans shall remain outstanding at 10:00 A.M., New York City time, on the seventh Business Day following the Borrowing Date thereof and if by such time on such seventh Business Day the Administrative Agent shall have received neither (i) a notice of borrowing delivered by the relevant Swing Line Borrower pursuant to Section 2.2 requesting that Revolving Credit Loans be made pursuant to Section 2.1 on the immediately succeeding Business Day in an amount at least equal to the aggregate principal amount of such Swing Line Loans, nor (ii) any other notice satisfactory to the Administrative Agent indicating such Swing Line Borrower’s intent to repay all such Swing Line Loans on the immediately succeeding Business Day with funds obtained from other sources, the Administrative Agent shall be deemed to have received a notice from such Swing Line Borrower pursuant to Section 2.2 requesting that ABR Loans be made pursuant to Section 2.1 on such immediately succeeding Business Day in an amount equal to the aggregate amount of such Swing Line Loans, and the procedures set forth in Section 2.2 shall be followed in making such ABR Loans, provided, that for the purposes of determining each Lender’s Revolving Commitment. Amounts borrowed pursuant Credit Borrowing Share with respect to this Section 2.3 may be repaid and re-borrowed during such borrowing, the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all outstanding principal amount of Swing Line Loans and all other amounts owed hereunder with respect shall be deemed to the be zero. The proceeds of such ABR Loans shall be applied to repay such Swing Line Loans. (c) If, for any reason, ABR Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposesmay not be, except that payments thereon shall be or are not, made solely pursuant to Swing Line Lender for its own account. The obligation paragraph (b) of Borrowers this Section 2.5 to repay Swing Line Loans as required by such paragraph, effective on the date such ABR Loans would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount of ABR Loans which would otherwise have been made by such Lender pursuant to paragraph (b) of this Section 2.5. Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be evidenced distributed by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver Administrative Agent to each Swing Line Lender a in such amount as will reduce the amount of the participating interest retained by such Swing Line Note to evidence the Debts arising under the Lender in its Swing Line LoansLoans to the amount of the ABR Loans which were to have been made by it pursuant to paragraph (b) of this Section 2.5. All payments in respect of Unrefunded Swing Line Loans and participations therein shall be made in accordance with Section 2.15.

Swing Line Loans. During the Revolving Commitment PeriodSwing Line Lender hereby agrees, subject to the terms and conditions hereof, limitations set forth below with respect to the maximum aggregate amount of all Swing Line Lender mayLoans outstanding from time to time, in its discretion, to make a portion of the Revolving Loan Commitments available to Company from time to time during the period from the Effective Date to but excluding the Revolving Loan Commitment Termination Date by making Base Rate Loans as Swing Line Loans to Borrowers Company in an aggregate amount outstanding at any time up not to but not exceeding exceed the amount of the Swing Line Sublimit; providedLoan Commitment, to be used for the purposes identified in subsection 2.5B, notwithstanding the fact that after giving effect to such Swing Line Loans, when aggregated with the making sum of any Swing Line Lender's outstanding Revolving Loans and Swing Line Lender's Pro Rata Share of the Letter of Credit Usage then in effect, may exceed Swing Line Lender's Revolving Loan Commitment. The original amount of the Swing Line Loan and any participation Commitment is $2,000,000; provided that may result therefrom pursuant the amounts of the Swing Line Loan Commitment are subject to the operation and effect of subsection reduction as provided in clause (b), clause (iv) below, in no event shall (i) of the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Periodnext paragraph. The Swing Line Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such that date. Each Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Notwithstanding anything contained herein to the contrary, the Swing Line Loans, and the Swing Line Loan Commitment shall constitute a be subject to the following limitations in the amounts indicated: (a) in no event shall the Total Utilization of Revolving Loan for all purposesCommitments at any time exceed the Revolving Loan Commitments then in effect; (b) any reduction of the Revolving Loan Commitments made pursuant to subsection 2.4B which reduces the aggregate Revolving Loan Commitments to an amount less than the then current sum of the Swing Line Loan Commitment shall result in an automatic corresponding pro rata reduction of the Swing Line Loan Commitment such that the sum thereof equals the amount of the Revolving Loan Commitments, except that payments thereon as so reduced, without any further action on the part of Company, Administrative Agent or Swing Line Lender. With respect to any Swing Line Loans which have not been voluntarily prepaid by Company pursuant to subsection 2.4B(i), Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Company), no later than 12:00 Noon (New York time) at least one Business Day in advance of the proposed Funding Date, a notice (which shall be deemed to be a Notice of Borrowing given by Company) requesting Lenders to make Revolving Loans that are Base Rate Loans to Company on such Funding Date in an amount equal to the amount of such Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made solely by Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender for its own account. The obligation of Borrowers (and not to Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, Swing Line Lender's Pro Rata Share of the Refunded Swing Line Loans shall be evidenced deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender to Company, and such portion of the records Swing Line Loans deemed to be so paid, shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender, provided that, promptly upon 's outstanding Revolving Loans to Company and shall be due under the Revolving Note issued by Company to Swing Line Lender’s request . Company hereby authorizes each of Administrative Agent and Swing Line Lender to charge Company's accounts with Administrative Agent and Swing Line Lender (but, up to the amount available in any event, within five (5each such account) Business Days after receipt in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such request)Revolving Loans made by Lenders, Borrowers including the Revolving Loan deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall execute be ratably shared among all Lenders in the manner contemplated by subsection 10.5. If for any reason Revolving Loans are not made pursuant to this subsection 2.1A(v) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by Swing Line Lender, each Lender with a Revolving Loan Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day's notice from Swing Line Lender, each such Lender shall deliver to Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Funding and Payment Office. In order to evidence such participation each such Lender agrees to enter into a participation agreement at the request of Swing Line Note Lender in form and substance satisfactory to evidence Swing Line Lender. In the Debts arising event any such Lender fails to make available to Swing Line Lender the amount of such Lender's participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, as applicable. Notwithstanding anything contained herein to the contrary, (i) the obligation of each Lender with a Revolving Loan Commitment to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each such Lender's obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, Company or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Event of Default; (c) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; (d) any breach of this Agreement or any other Loan Document by any party thereto; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that no such Lender shall have any such obligation unless (x) Swing Line Lender believed in good faith that all conditions under Section 4 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or (y) such Lender had actual knowledge, by receipt of any notices required to be delivered to such Lenders pursuant to subsection 6.1 (ix) or otherwise, that any such condition under Section 4 had not been satisfied and such Lender failed to notify Swing Line Lender and Administrative Agent in writing that it had no obligation to make Revolving Loans until such condition was satisfied (any such notice to be effective as of the date of receipt thereof by Swing Line Lender and Administrative Agent), or (z) the satisfaction of any such condition under Section 4 not satisfied had been waived by Requisite Lenders prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made; and (ii) Swing Line Lender shall not be obligated to make any Swing Line Loans if it has elected not to do so after the occurrence and during the continuation of a Potential Event of Default or Event of Default.

Swing Line Loans. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Swing Line Lender mayagrees to make a portion of the credit under this Agreement available to the Borrower by making swing line loans in United States Dollars (individually, in its discretion, make a “Swing Line Loans Loan” and collectively, the “Swing Line Loans”) to Borrowers the Borrower from time to time during the Commitment Period in an aggregate principal amount outstanding at any one time up outstanding not to but not exceeding exceed the Swing Line SublimitCommitment; provided, that no such Swing Line Loan shall be made if, after giving effect thereto, (i) the Aggregate Outstanding Extensions of Credit would exceed the Total Commitment or (ii) the Aggregate Outstanding Extensions of Credit would exceed the Borrowing Base at such time; provided, further that no Swing Line Loan shall be used to refinance an outstanding Swing Line Loan. (b) All Swing Line Loans shall be made as Base Rate Loans and shall bear interest at a floating rate per annum equal to the making Base Rate plus the Applicable Margin for Base Rate Loans that are Revolving Loans, which shall be paid upon maturity of such Swing Line Loans or the date of any earlier payment thereof. Notwithstanding anything to the contrary contained in this Agreement, Swing Line Loans shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the Borrower by wire transfer to the account of the Borrower set forth on Schedule 2.2 (or such other accounts as may be notified in writing by the Borrower to the Administrative Agent from time to time). (c) Swing Line Loans shall have a maturity date of not more than five (5) Business Days, provided, that no Swing Line Loan shall mature later than the Termination Date. The Borrower shall pay to the Administrative Agent for the account of the Swing Line Lender the principal of and interest on each Swing Line Loan on the maturity date thereof. (d) The Borrower shall give the Swing Line Lender and the Administrative Agent irrevocable notice of each Swing Line Loan borrowing in the form of a Notice of Borrowing, which notice must be received by the Swing Line Lender and the Administrative Agent prior to 3:00 p.m., New York City time on the requested borrowing date, specifying (i) the amount of each requested Swing Line Loan and (ii) the use of proceeds thereof. (e) Swing Line Loans shall be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof. Subject to the terms and conditions of this Agreement, the Swing Line Lender shall make the applicable Swing Line Loan available to the Borrower prior to 5:00 p.m., New York City time, on the borrowing date requested by the Borrower in immediately available funds. (f) If the Swing Line Lender shall not have received full repayment in cash of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b)on or before 3:00 p.m., clause (iv) belowNew York City time, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except day that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within is five (5) Business Days after receipt the making of such request)Swing Line Loan, Borrowers shall execute and deliver to the Swing Line Lender a may request on behalf of the Borrower (and the Borrower hereby irrevocably directs the Swing Line Note Lender to evidence make such request on its behalf) each Lender to make a Revolving Loan in an amount equal to such Lender’s Commitment Percentage of the Debts arising under outstanding amount of such Swing Line Loan (a “Refunded Swing Line Loan”). Unless any of the events described in Section 9.1(f) shall have occurred (in which event the procedures of Section 2.3(g) below shall apply), each Lender shall make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Swing Line Lender’s Applicable Lending Office for Base Rate Loans prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans. (g) If prior to the making of any Revolving Loan pursuant to Section 2.3(f) above, one of the events described in Section 9.1(f) shall have occurred, each Lender shall, on the date such Revolving Loan was to have been made, purchase an undivided participation interest in the Refunded Swing Line Loan in an amount equal to its Commitment Percentage of such Refunded Swing Line Loan. Each Lender shall promptly transfer to the Swing Line Lender at the Swing Line Lender’s account set forth in Section 2.3(f) above, in immediately available funds, the amount of its participation. (h) Whenever, at any time after the Swing Line Lender has received from any Lender or Lenders such Lender’s or Lenders’ participation interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender shall distribute ratably to each such Lender its participation interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s or Lenders’ participation interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, each such Lender shall 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. (i) Each Lender’s obligation to make Revolving Loans referred to in Section 2.3(f) above and to purchase participation interests pursuant to Section 2.3(g) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, deduction, 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 a Default or Event of Default other than, in respect of making Revolving Loans referred to in Section 2.3(f) above, as described in Section 9.1(f), (iii) any failure to satisfy any condition precedent to Extensions of Credit set forth in Section 6.2, (iv) any adverse change in the condition (financial or otherwise) of the Borrower, (v) any breach of this Agreement by either Borrower or any Lender, (vi) any reduction or termination of the Commitments or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, if the Borrower shall make any repayment of a Swing Line Loan after 3:00 p.m. (New York City time) on the fifth (5th) Business Day following the making of such Swing Line Loan and the Swing Line Lender shall have requested from the Lenders Refunded Swing Line Loans in accordance with Section 2.3(f) on account of such Swing Line Loan, such repayment shall be applied in the following order: first to any other Swing Line Loans outstanding at such time and second, to any outstanding Base Rate Loans (other than any Base Rate Loans made on the same day such repayment is made). If the amount of such repayment is greater than the outstanding amount of such Swing Line Loans and Base Rate Loans at the time such repayment is made (other than any Base Rate Loans made on the same day such repayment is made) and no Event of Default shall have occurred and be continuing, the Administrative Agent shall promptly remit the excess to the Borrower. (j) The Borrower agrees that upon request of the Swing Line Lender, it shall execute and deliver a promissory note evidencing Swing Line Loans to be made to it in form and substance satisfactory to the Swing Line Lender (as amended, supplemented or otherwise modified from time to time, the “Swing Line Note”).

Swing Line Loans. During (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment Periodthen in effect; provided further that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that Borrower may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own accountBase Rate Loan. The obligation of Borrowers to repay Swing Line Loans shall only be evidenced by denominated in Dollars. Immediately upon the records making of a Swing Line LenderLoan, provided thateach Revolving Credit Lender shall be deemed to, promptly upon Swing Line Lender’s request (butand hereby irrevocably and unconditionally agrees to, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to purchase from the Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender’s Pro Rata Share times the amount of such Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject Subject to all of the terms and conditions hereof, Harrxx Xxxst and Savings Bank ("Harrxx Xxxk") agrees to make loans ("Swing Line Loans") to each Borrower under a swing line of credit ("Swing Line"); provided, however, that the aggregate amount of Swing Line Loans at any time outstanding to all Borrowers taken together shall not exceed the Swing Line Lender mayCommitment; provided further, in its discretionhowever, make that the aggregate amount of the Revolving Loans, the Swing Line Loans to and the L/C Obligations outstanding at any one time from all the Borrowers taken together shall not at any time exceed the lesser of the Commitments then in an effect or the Available Borrowing Base as then determined and computed for all the Borrowers; provided still further, however, that the aggregate amount outstanding at any time up to but not exceeding the on Revolving Loans and Swing Line Sublimit; providedLoans made to each Borrower, that after giving effect and L/C Obligations in respect of Letters of Credit issued for such Borrower's sole or joint account, shall not exceed such Borrower's Available Borrowing Base as then determined and computed. The Swing Line Commitment shall be available to the making Borrowers and may be availed of any Swing Line Loan by each Borrower from time to time and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 borrowings thereunder may be repaid and re-borrowed used again during the Revolving Commitment Periodperiod ending on the Termination Date. The Without regard to the face principal amount of the Swing Line Lender’s Revolving Commitment shall expire Note, the actual principal amount at any time outstanding and owing by the Borrowers on account of the Swing Line Note on any date during the period ending on the Revolving Commitment Termination Date and shall be the sum of all Swing Line Loans and then or theretofore made thereon through such date less all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than payments actually received thereon through such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation due and payable on the last day of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line LoansInterest Period selected therefor.

Swing Line Loans. During (a) The Swing Line. Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Primary Lenders set forth in this Section 2.04, to make loans in Dollars (each such loan, a "Swing Line Loan") to the Company and, up to three Domestic Subsidiaries who are Borrowers designated in writing by the Company to borrow Swing Line Loans (the "Domestic Subsidiary Swing Line Borrowers"), from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Primary Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Primary Lender acting as Swing Line Lender, may exceed the amount of such Primary Lender's Primary Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Primary Loans of any Primary Lender, plus such Primary Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Primary Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Primary Lender's Commitment, and provided, further, that neither the Company nor any such Domestic Subsidiary Swing Line Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company and such Domestic Subsidiary Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Revolving Loan for all purposesBase Rate Loan. Immediately upon the making of a Swing Line Loan, except that payments thereon each Primary Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Primary Lender's Applicable Primary Percentage times the amount of such Swing Line LoansLoan.

Swing Line Loans. During (a) The Swing Line. Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Swing Line Lender agrees to, in reliance upon the agreements of the other Lenders set forth in this Section 2.04 but in its sole discretion and without any obligation, subject to the terms of any Autoborrow Agreement, make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Revolving Facility at such time, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and provided, further, that (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereofhereof including the sole discretion of the Swing Line Lender to make Swing Line Loans, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan; provided, however, that if an Autoborrow Agreement is in effect, the Swing Line Lender may, in at its discretion, make provide for an alternative rate of interest on Swing Line Loans under the Autoborrow Agreement with respect to Borrowers in an aggregate amount outstanding at any time up to but not exceeding Swing Line Loans for which the Swing Line Sublimit; providedLender has not requested that the Lenders fund Revolving Loans to refinance, that after giving effect or to the making of any Swing Line Loan purchase and any participation that may result therefrom pursuant to the operation and effect of subsection (b)fund risk participations in, clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect pursuant to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such dateSection 2.04(c). Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly Immediately upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Loans.the

Swing Line Loans. During the Revolving Commitment PeriodSwing Line Lender hereby agrees, subject to the terms and conditions hereof, limitations set forth below with respect to the maximum amount of Swing Line Lender mayLoans permitted to be outstanding from time to time, in its discretion, to make a portion of the Revolving Loan Commitments available to Company from time to time during the period from the Effective Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Borrowers Company in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to amount of the making of any Swing Line Loan Commitment to be used for the purposes identified in subsection 2.5C, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender's outstanding Revolving Loans and Swing Line Lender's Pro Rata Share of the Letter of Credit Usage then in effect, may exceed Swing Line Lender's Revolving Loan Commitment. The original amount of the Swing Line Loan Commitment is $5,000,000; provided that any participation that may result therefrom reduction of the Revolving Loan Commitments made pursuant to the operation and effect of subsection (b), clause (iv2.4B(ii) below, in no event shall (ior 2.4B(iii) the Revolving Credit Exposure exceed which reduces the aggregate Revolving Loan Commitments and (ii) to an amount less than the Aggregate Revolving Obligations then current amount of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to this Section 2.3 may be repaid and re-borrowed during the amount of the Revolving Commitment PeriodLoan Commitments, as so reduced, without any further action on the part of Company, any Agent or Swing Line Lender. The Swing Line Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such that date. Each Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect. With respect to any Swing Line Loan shall constitute Loans which have not been voluntarily prepaid by Company pursuant to subsection 2.4B(i), Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a Revolving Loan for all purposescopy to Company), except that payments thereon no later than 11:00 A.M. (Charlotte, NC time) on the first Business Day in advance of the proposed Funding Date, a notice (which shall be deemed to be a Notice of Borrowing given by Company) requesting Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made solely by Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender for its own account. The obligation of Borrowers (and not to Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, Swing Line Lender's Pro Rata Share of the Refunded Swing Line Loans shall be evidenced deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender, and such portion of the records Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender, provided that, promptly upon 's outstanding Revolving Loans and shall be due under the Revolving Note of Swing Line Lender’s request . Company hereby authorizes Administrative Agent and Swing Line Lender to charge Company's accounts with Administrative Agent and Swing Line Lender (but, up to the amount available in any event, within five (5each such account) Business Days after receipt in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such request)Revolving Loans made by Lenders, Borrowers including the Revolving Loan deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall execute be ratably shared among all Lenders in the manner contemplated by subsection 10.5. Immediately upon the funding of each Swing Line Loan by Swing Line Lender, each Lender shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans in an amount equal to its Pro Rata Share (calculated without giving effect to clauses (d) and (e) of the definition of Revolving Loan Exposure) of the unpaid amount of such Swing Line Loans together with accrued interest thereon. Upon one Business Day's notice from Swing Line Lender, each Lender shall deliver to Swing Line Lender an amount equal to its respective participation in same day funds at the Funding and Payment Office. In order to evidence such participation, each Lender agrees to enter into a separate participation agreement at the request of Swing Line Note Lender in form and substance reasonably satisfactory to evidence all parties. In the Debts arising event any Lender fails to make available to Swing Line Lender the amount of such Lender's participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event Swing Line Lender receives a payment of any amount in which other Lenders have purchased participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. Anything contained herein to the contrary notwithstanding, each Lender's obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender's obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, Company or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Event of Default; (c) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; (d) any breach of this Agreement or any other Loan Document by any party thereto; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender are subject to the condition that (X) Swing Line Lender believed in good faith that all conditions under Section 4 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, as the case may be, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in accordance with subsection 10.6.

Swing Line Loans. During the Revolving Commitment PeriodSwing Line Lender hereby agrees, subject to the terms and conditions hereof, limitations set forth below with respect to the maximum amount of Swing Line Lender mayLoans permitted to be outstanding from time to time, in its discretion, to make a portion of the Revolving Loan Commitments available to Borrower from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Borrowers Borrower in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to amount of the making of any Swing Line Loan Commitment to be used for the purposes identified in subsection 2.5B, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender's outstanding Revolving Loans and Swing Line Lender's Pro Rata Share of the Letter of Credit Usage then in effect, may exceed Swing Line Lender's Revolving Loan Commitment. The original amount of the Swing Line Loan Commitment is $5,000,000; provided that any participation that may result therefrom reduction of the Revolving Loan Commitments made pursuant to the operation and effect of subsection (b), clause (iv2.4B(ii) below, in no event shall (ior 2.4B(iii) the Revolving Credit Exposure exceed which reduces the aggregate Revolving Loan Commitments and (ii) to an amount less than the Aggregate Revolving Obligations then current amount of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to this Section 2.3 may be repaid and re-borrowed during the amount of the Revolving Commitment PeriodLoan Commitments, as so reduced, without any further action on the part of Borrower, Administrative Agent or Swing Line Lender. The Swing Line Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such that date. Each ; provided that the Swing Line Loan Commitment shall constitute a expire immediately and without further action on November 15, 1996 if the AXELs are not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed to but excluding the Revolving Loan for all purposesCommitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, except that payments thereon the Swing Line Loans and the Swing Line Loan Commitment shall be made solely subject to Swing Line Lender for its own account. The obligation the limitations that (i) in no event shall the Total Utilization of Borrowers to repay Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect and (ii) no Swing Line Loans shall be evidenced made on the Closing Date. With respect to any Swing Line Loans which have not been voluntarily prepaid by Borrower pursuant to subsection 2.4B(i), Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Borrower), no later than 10:00 A.M. (New York City time) on the records first Business Day in advance of the proposed Funding Date, a notice requesting Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay (which request shall be deemed to have also been made by Borrower). Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made by Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, Swing Line Lender's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender, provided that, promptly upon 's outstanding Revolving Loans and shall be due under the Revolving Note of Swing Line Lender’s . Borrower hereby authorizes Administrative Agent and Swing Line Lender to charge Borrower's accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) one Business Day after requesting Borrower to repay the Refunded Swing Line Loans in order to pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loan deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Borrower from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5. If for any reason (a) Revolving Loans are not made upon the request of Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans or (butb) the Revolving Loan Commitments are terminated at a time when any Swing Line Loans are outstanding, each Lender shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans in an amount equal to its Pro Rata Share (calculated, in any eventthe case of the foregoing clause (b), within five (5immediately prior to such termination of the Revolving Loan Commitments) Business Days after receipt of the unpaid amount of such request)Swing Line Loans together with accrued interest thereon. Upon one Business Day's notice from Swing Line Lender, Borrowers each Lender shall execute and deliver to Swing Line Lender an amount equal to its respective participation in same day funds at the Funding and Payment Office. In order to further evidence such participation (and without prejudice to the effectiveness of the participation provisions set forth above), each Lender agrees to enter into a separate participation agreement at the request of Swing Line Note Lender in form and substance reasonably satisfactory to evidence Swing Line Lender. In the Debts arising event any Lender fails to make available to Swing Line Lender the amount of such Lender's participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event Swing Line Lender receives a payment of any amount in which other Lenders have purchased participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. Anything contained herein to the contrary notwithstanding, each Lender's obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender's obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Event of Default; (c) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries; (d) any breach of this Agreement or any other Loan Document by any party thereto; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender are subject to the condition that (1) Swing Line Lender believed in good faith that all conditions under Section 4 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, as the case may be, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made or (2) the satisfaction of any such condition not satisfied had been waived in accordance with subsection 10.6 prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made.

Swing Line Loans. During the Revolving Commitment PeriodSwing Line Lender hereby agrees, subject to ----------------- the terms and conditions hereof, limitations set forth below with respect to the maximum amount of Swing Line Lender mayLoans permitted to be outstanding from time to time, in its discretion, to make a portion of the Revolving Loan Commitments available to Company from time to time during the period from the Effective Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Borrowers Company in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to amount of the making of any Swing Line Loan Commitment to be used for the purposes identified in subsection 2.5, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender's outstanding Revolving Loans and Swing Line Lender's Pro Rata Share of the Letter of Credit Usage then in effect, may exceed Swing Line Lender's Revolving Loan Commitment. The original amount of the Swing Line Loan Commitment is $30,000,000; provided that any participation that may result therefrom -------- reduction of the Revolving Loan Commitments made pursuant to the operation and effect of subsection (b), clause (iv2.4B(ii) below, in no event shall (i) the Revolving Credit Exposure exceed which reduces the aggregate Revolving Loan Commitments and (ii) to an amount less than the Aggregate Revolving Obligations then current amount of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to this Section 2.3 may be repaid and re-borrowed during the amount of the Revolving Commitment PeriodLoan Commitments, as so reduced, without any further action on the part of Company, Administrative Agent or Swing Line Lender. The Swing Line Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such that date. Each Amounts borrowed under this subsection 2.1A(iv) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. With respect to any Swing Line Loan shall constitute Loans which have not been voluntarily prepaid by Company pursuant to subsection 2.4B(iv), Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a Revolving Loan for all purposescopy to Company), except that payments thereon no later than 11:00 A.M. (New York City time) on the first Business Day in advance of the proposed Funding Date, a notice (which shall be deemed to be a Notice of Borrowing given by Company) requesting Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made solely by Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender for its own account. The obligation of Borrowers (and not to Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, Swing Line Lender's Pro Rata Share of the Refunded Swing Line Loans shall be evidenced deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender, and such portion of the records Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note, if any, of Swing Line Lender but shall instead constitute part of Swing Line Lender's outstanding Revolving Loans and shall be due under the Revolving Note, provided thatif any, promptly upon of Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute . Company hereby authorizes Administrative Agent and deliver to Swing Line Lender a to charge Company's accounts with Administrative Agent and Swing Line Note Lender (up to evidence the Debts arising under the amount available in each such account) in order to immediately pay Swing Line Loans.Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loan deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line

Swing Line Loans. During the Revolving Commitment PeriodSwing Line Lender hereby agrees, subject to the terms and conditions hereof, limitations set forth below with respect to the maximum amount of Swing Line Lender mayLoans permitted to be outstanding from time to time, in its discretion, to make a portion of the Revolving Loan Commitments available to Company from time to time during the period from the Business Day immediately succeeding the Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Borrowers Company in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to amount of the making of any Swing Line Loan Commitment to be used for the purposes identified in subsection 2.5B, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender's outstanding Revolving Loans and other Swing Line Loans and Swing Line Lender's Pro Rata Share of the Letter of Credit Usage then in effect, may exceed Swing Line Lender's Revolving Loan Commitment. The original amount of the Swing Line Loan Commitment is $20,000,000; provided that any participation that may result therefrom reduction of the Revolving Loan Commitments made pursuant to the operation and effect of subsection (b), clause (iv2.4B(ii) below, in no event shall (ior 2.4B(iii) the Revolving Credit Exposure exceed which reduces the aggregate Revolving Loan Commitments and (ii) to an amount less than the Aggregate Revolving Obligations then current amount of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to this Section 2.3 may be repaid and re-borrowed during the amount of the Revolving Commitment PeriodLoan Commitments, as so reduced, without any further action on the part of Company, Agent or Swing Line Lender. The Swing Line Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such that date. Each ; provided that the Swing Line Loan Commitment shall constitute a expire immediately and without further action on the earlier of the date of consummation of the IPO and November 15, 1996 if the Term Loans are not made on or before such earlier date. Amounts borrowed under this subsection 2.1A(iv) may be repaid and reborrowed to but excluding the Revolving Loan for all purposesCommitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, except in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect. With respect to any Swing Line Loans which have not been voluntarily prepaid by Company pursuant to subsection 2.4B(i), Swing Line Lender (i) may, at any time in its sole and absolute discretion, and (ii) shall, at least once every seven days, deliver to Agent (with a copy to Company), no later than 12:00 Noon (New York time) on the first Business Day in advance of the proposed Funding Date, a notice requesting Revolving Lenders to make applicable Revolving Loans that payments thereon are Base Rate Loans on such Funding Date in an amount equal to the amount of such Swing Line Loans (the "REFUNDED SWING LINE LOANS") outstanding on the date such notice is given which Swing Line Lender requests Revolving Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made by Revolving Lenders other than Swing Line Lender shall be made solely immediately delivered by Agent to Swing Line Lender for its own account. The obligation of Borrowers (and not to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5Company) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Loans.and

Swing Line Loans. During (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Commitment PeriodCredit Lenders set forth in this Section 2.04, to make available loans in Dollars to the Borrowers (the “Swing Line Loans”) from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Sublimit or (ii) [reserved]; provided, further, that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Administrative Borrower shall notify the Administrative Agent of such request electronically in the form of a Swing Line Loan Notice, not later than 2:00 p.m. on the day of a proposed Swing Line Loan. Each such Swing Line Loan Notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 (and in integral multiples of $50,000 in excess thereof) unless the requested Swing Line Loan is used to finance reimbursement of LC Disbursements in accordance with the terms hereof in which case no such minimum amount shall apply. The Administrative Agent will promptly advise the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any such Swing Line Loan and any participation that may result therefrom pursuant to Notice received from the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment PeriodAdministrative Borrower. The Swing Line Lender’s Revolving Commitment Lender shall expire on the Revolving Commitment Termination Date and all make each Swing Line Loans and all other amounts owed hereunder with respect Loan available to the Borrowers by means of a credit to the account identified in the Swing Line Loans then outstanding and Loan Notice (including, in the Revolving Commitments shall be paid in full no later than such date. Each case of a Swing Line Loan shall constitute made to finance the reimbursement of a LC Disbursement, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.04(c), by remittance to the Administrative Agent to be distributed to the Revolving Loan for all purposes, except that payments thereon shall be made solely to Credit Lenders) on the requested date of such Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject (i) Subject to the terms and conditions hereof, the Swing Line Lender mayagrees to make $15,000,000 of the credit otherwise available to the Borrower under the Revolving Credit Commitments by making swing line loans (individually, in its discretion, make a "Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding Loan"; collectively, the "Swing Line SublimitLoans") to the Borrower from time to time during the Revolving Credit Commitment Period; provided, that no Swing Line Loan shall be made if, after giving effect to thereto, the making aggregate principal amount of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed Loans then outstanding plus the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations principal amount of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and outstanding, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitments of the Revolving Credit Lenders. Amounts borrowed by the Borrower under this subsection 2.1(b) may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans shall be paid in full no later than such datemade as Base Rate Loans and may not be converted into Eurodollar Loans. Each In order to borrow a Swing Line Loan, the Borrower shall give the Swing Line Lender, with a copy to the Administrative Agent, irrevocable notice (which notice must be received by the Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon which shall be in a minimum amount of $1,000,000 or whole multiples of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made solely to available by the Swing Line Lender for its own account. to the Borrower at the office of the Swing Line Lender by crediting the account of the Borrower at such office with such proceeds. (ii) The obligation of Borrowers to repay Swing Line Loans shall be evidenced by a Loan Account and, if requested by the records of Swing Line Lender, provided thata promissory note of the Borrower, promptly upon substantially in the form of Exhibit A-2 (the "Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such requestNote"), Borrowers shall execute and deliver with appropriate insertions, payable to the order of the Swing Line Lender a Swing Line Note and representing the obligation of the Borrower to evidence pay the Debts arising under unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 2.9. The Swing Line Note, if any, shall (i) be dated the Closing Date, (ii) be stated to mature on the Termination Date and (iii) bear interest, payable on the dates specified in 2.9, for the period from the date thereof to the Termination Date on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum specified in subsection 2.9. (iii) The Swing Line Lender, at any time in its sole and absolute discretion, may on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Lender, including the Swing Line Lender, to make a Revolving Credit Loan (which shall be a Base Rate Loan) in an amount equal to such Lender's Commitment Percentage of such Swing Line Loan (the "Refunded Swing Line Loans") outstanding on the date such notice is given. Unless any of the events described in clause (f) of

Swing Line Loans. During (a) Subject to the terms and conditions set forth herein (including Section 2.21), in reliance upon the agreements of the other Lenders set forth in this Section 2.04, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Commitment Availability Period, denominated in dollars, in an aggregate principal amount at any time outstanding that will not result in (i) the outstanding Swingline Loans of the Swingline Lender exceeding its Swingline Commitment or (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments then in effect; provided that the Swingline Lender shall not be required to make a Swingline Loan (x) to refinance an outstanding Swingline Loan or (y) if any Lender is at that time a Defaulting Lender and after giving effect to Section 2.21(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, the Swing Line Borrower may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower shall notify the Swingline Lender of such request (i) by telephone (confirmed in writing), not later than 2:00 p.m., New York City time or (ii) by facsimile or other electronic transmission (confirmed by telephone), not later than 2:00 p.m., New York City time on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify 54 Blue Bird Body Company Credit Agreement the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and (x) if the funds are not to be credited to a general deposit account of the Borrower maintained with the Swingline Lender, the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with Section 2.06, or (y) in the case of any ABR Revolving Borrowing or Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit accounts of the Borrower maintained with the Swingline Lender or such other deposit account identified by Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice the currency and such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds in the applicable currency, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (with references to 12:00 noon, New York City time, in such Section being deemed to be references to 3:00 p.m., New York City time) (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (d) The Borrower may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up and from time to but not exceeding the Swing Line Sublimit; providedtime, designate as additional Swingline Lenders one or more Revolving Lenders that after giving effect agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the making Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, 55 Blue Bird Body Company Credit Agreement and, from and after the effective date of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b)such acceptance, clause (iv) below, in no event shall (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Exposure exceed Lender in its capacity as a lender of Swingline Loans hereunder. (e) The Borrower may terminate the aggregate Revolving Commitments appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the Aggregate Revolving Obligations fifth (5th) Business Day following the date of the delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder Agreement with respect to the Swing Line Swingline Loans then outstanding and the Revolving Commitments made by it prior to such termination, but shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in not make any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line additional Swingline Loans.

Swing Line Loans. During (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the Revolving Commitment PeriodCommitments and the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a "Swing Line Loan") to the Company from time to time on any Business Day during the Revolving Availability Period in an aggregate amount at any time outstanding not to exceed the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations in respect of Section 2.03(a)(i) of the Lender acting as Swing Line Lender, may exceed the amount of such Lender's Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations issued pursuant to Section 2.03(a)(i), plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that Company may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Revolving Loan for all purposesBase Rate Loan. Immediately upon the making of a Swing Line Loan, except that payments thereon each Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender's Applicable Percentage with respect to its Revolving Commitment times the amount of such Swing Line LoansLoan.

Swing Line Loans. During (a) On the Revolving Commitment Period, terms and subject to the terms and conditions hereofcontained in this Agreement, the Swing Line Lender mayagrees to make, in its discretionDollars, make loans (each a “Swing Line Loans Loan”) otherwise available to Borrowers the Borrower under the Revolving Credit Facility from time to time on any Business Day during the Revolving Commitment Period in an aggregate principal amount outstanding at any time up outstanding (together with the aggregate outstanding principal amount of any other Loan made by the Swing Line Lender hereunder in its capacity as a Lender or the Swing Line Lender) not to but not exceeding exceed the Swing Line Lender’s Pro Rata Share of the lesser of (x) the Excess Availability and (y) the Swing Line Sublimit. Each Swing Line Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Commitment Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Line Loans repaid may be reborrowed under this clause (a). (b) In order to request a Swing Line Loan, the Borrower shall telecopy (or forward by electronic mail, including with an electronic signature thereto, or similar means) to the Administrative Agent a duly completed request in substantially the form of Exhibit A-4 (a “Swing Line Request”), setting forth the requested (i) amount, which shall be a minimum of $1,000,000 (and any amount in excess of $500,000 shall be an integral multiple of $1,000,000 (except during a Voluntary Cash Management Period; providedduring which such minimum denominations shall not apply) and (ii) date, which shall be a Business Day, of such Swing Line Loan), to be received by the Administrative Agent not later than 1:00 p.m. (New York time) on the day of the proposed Borrowing. The Administrative Agent shall promptly notify the Swing Line Lender of the details of the requested Swing Line Loan. Subject to the terms of this Agreement, the Swing Line Lender may make a Swing Line Loan available to the Administrative Agent and, in turn, the Administrative Agent shall make such amounts available to the Borrower on the date of the relevant Swing Line Request. The Swing Line Lender shall not make any Swing Line Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or any Lender that after giving effect one or more of the conditions precedent contained in Section 3.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Line Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied in connection with the making of any Swing Line Loan and Loan. (c) The Swing Line Lender shall notify the Administrative Agent in writing (which writing may be a telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York time) on the first Business Day of each week, of the aggregate principal amount of its Swing Line Loans then outstanding. (d) The Swing Line Lender may demand at any participation time that may result therefrom pursuant each Lender pay to the operation and effect Administrative Agent, for the account of subsection (b)the Swing Line Lender, in the manner provided in clause (ive) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed Pro Rata Share of all or a portion of the outstanding Swing Line Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Line Loans demanded to be paid. (e) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. (New York time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Lender’s Pro Rata Share of the aggregate principal amount of the Swing Line Loans stated to be outstanding in such notice or demanded to be paid pursuant to this Section 2.3 may be repaid such demand, and, notwithstanding whether or not the conditions precedent set forth in Sections 3.2 and re-borrowed during 2.1 shall have been satisfied (which conditions precedent the Revolving Commitment Period. The Lenders hereby irrevocably waive), each Lender shall, before 11:00 a.m. (New York time) on the Business Day next succeeding the date of such Lender’s receipt of such notice or demand, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Line Lender’s , the amount specified in such statement. Upon such payment by a Lender, such Lender shall, except as provided in clause (f) below, be deemed to have made a Revolving Commitment Loan to the Borrower. The Administrative Agent shall expire on use such funds to repay the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and Lender. To the Revolving Commitments shall be paid in full no later than extent that any Lender fails to make such date. Each Swing Line Loan shall constitute a Revolving Loan payment available to the Administrative Agent for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation the account of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly the Borrower shall repay such Swing Line Loan on demand. (f) Upon the occurrence of a Default or at any other time upon the request of the Administrative Agent or the Swing Line Lender, each Lender shall acquire, without recourse or warranty, an undivided participation in each Swing Line Loan otherwise required to be repaid by such Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Lender’s request (but, in any event, within five (5) Business Days after receipt Pro Rata Share of such request)Swing Line Loan, Borrowers shall execute and deliver by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Line Loan pursuant to clause (e) above, in immediately available funds, an amount equal to such Lender’s Pro Rata Share of such Swing Line Loan. If all or part of such amount is not in fact made available by such Lender to the Swing Line Lender on such date, the Swing Line Lender shall be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at the Federal Funds Effective Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to Base Rate Loans. (g) From and after the date on which any Lender (i) is deemed to have made a Revolving Loan pursuant to clause (e) above with respect to any Swing Line Loan or (ii) purchases an undivided participation interest in a Swing Line Note Loan pursuant to evidence the Debts arising under clause (f) above, the Swing Line LoansLender shall promptly distribute to such Lender such Lender’s Pro Rata Share of all payments of principal of and interest received by the Swing Line Lender on account of such Swing Line Loan other than those received from a Lender pursuant to clause (e) or (f) above.

Swing Line Loans. During (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the outstanding amount of Revolving Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the aggregate amount of all Loans outstanding shall not exceed the aggregate Commitments of all Lenders, and (ii) the Revolving Commitment PeriodCredit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.08, and reborrow under this Section 2.05. Each Swing Line Loan shall be an ABR Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. (b) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Financial Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.05(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender maywill, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. (i) The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make an ABR Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Revolving Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.04, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of ABR Loans, but subject to the unutilized portion of the Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Revolving Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Revolving Borrowing Request available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. New York City time on the day specified in such Revolving Borrowing Request, whereupon, subject to Section 2.05(c)(ii), each Lender that so makes funds available shall be deemed to have made a ABR Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing in accordance with Section 2.05(c)(i), the request for ABR Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), 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 the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be, as of the date of such Borrowing or participation. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, 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, (B) the occurrence or continuance of a Default, or (C) 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 Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. (i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender. (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 9.17 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), make Swing Line Loans each Lender shall pay to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; providedLender its Applicable Percentage thereof on demand of the Administrative Agent, that after giving effect plus interest thereon from the date of such demand to the making date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause (d)(ii) shall survive the payment in full of the Obligations and the termination of this Agreement. (e) The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its ABR Loan or risk participation pursuant to this Section 2.05 to refinance such Lender’s Applicable Percentage of any Swing Line Loan and any participation that may result therefrom pursuant to Loan, interest in respect of such Applicable Percentage shall be solely for the operation and effect account of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment . (f) The Borrower shall expire on make all payments of principal and interest in respect of the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect directly to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Loans.

Swing Line Loans. During 2.3.3.1 The entire outstanding principal balance of each Swing Line Loan, together with all accrued interest thereon, shall be due and payable without notice or demand on the Revolving Commitment Periodthird (3rd) Business Day after the Business Day on which such Swing Line Loan was advanced. If a Swing Line Loan is not paid in full when due, subject Lenders shall make a Loan to Borrowers under the terms and conditions hereofLine of Credit, the proceeds of which shall be used to repay the Swing Line Lender may, in its discretion, make Swing Line Loans Loan. Each Loan required to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed be made pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The 2.3.3.1 to repay a Swing Line Lender’s Revolving Commitment Loan shall expire on the Revolving Commitment Termination Date be made automatically by Lenders, without a Notice of Borrowing from Borrowers for such Loan. 2.3.3.2 If at a time when there are outstanding both Letter of Credit Advances and all Swing Line Loans and Borrower may, pursuant to Section 2.1.1, obtain a Loan under the Line of Credit, the proceeds of such new Loan shall be applied first as provided in this Section 2.3.3 and then as provided in Section 2.3.2. 2.3.3.3 Swing Line Loans shall bear interest at the applicable Interest Rate and Borrowers shall pay to Swing Line Lender, on the 15th day of each calendar month, accrued interest on all other amounts owed hereunder with respect outstanding Swing Line Loans. 2.3.3.4 Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from Swing Line Lender a participation interest therein, in an amount equal to such Lender’s Pro Rata Share times the amount of the Swing Line Loans then outstanding and Loan. Upon demand by Swing Line Lender at any time if the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan for any reason is not paid when due, each Lender shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely promptly provide to Swing Line Lender such Lender’s purchase price for its own accountparticipation interest in such Swing Line Loan, calculated as aforesaid. The obligation of Borrowers each Lender so to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of provide such request), Borrowers shall execute and deliver purchase price to Swing Line Lender a Swing Line Note to evidence shall be absolute and unconditional and shall not be affected by the Debts arising under occurrence of an Event of Default or of any other occurrence or event. 3.3 Article XII of the Swing Line LoansAgreement is hereby deleted.

Swing Line Loans. During the Revolving Commitment Period, subject (a) The Swing Line. Subject to the terms and conditions hereofset forth herein, the Swing Line Lender mayLender, in its discretionreliance upon the agreements of the other Lenders set forth in this Section 2.04, may make loans (each such loan, a “Swing Line Loans Loan”) to Borrowers a Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount outstanding not to exceed at any time up to but not exceeding outstanding the amount of the Swing Line Sublimit; provided, that however, that, (x) after giving effect to any Swing Line Loan, (i) the making Revolving Facility Credit Exposure shall not exceed the lesser of the Revolving Loan Limit and the Borrowing Base at such time, and (ii) the Revolving Facility Credit Exposure of any Lender (including the Swing Line Lender) shall not exceed such Xxxxxx’s Revolving Facility Commitment, (y) the applicable Borrower shall not use the proceeds of any Swing Line Loan and to refinance any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments outstanding Swing Line Loan and (iiz) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding Lender may choose not to make any Swing Line Loan if it has, or by making of such Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the Revolving Commitments shall be paid in full no later than such dateother terms and conditions hereof, each Borrower may borrow under this Section 2.04, prepay under Section 2.11, and reborrow under this Section 2.04. Each Swing Line Loan shall constitute bear interest only at the Base Rate plus the Applicable Margin for Base Rate Loans. Immediately upon the making of a Swing Line Loan, each Revolving Loan for all purposes, except that payments thereon Facility Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably 72 and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Xxxxxx’s Revolving Facility Percentage multiplied by the principal amount of such Swing Line LoansLoan.

Swing Line Loans. During (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lenders agree to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day (other than the Closing Date) until the Business Day prior to the Maturity Date with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lenders acting as Swing Line Lenders, may exceed the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Xxxxxx’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Xxxxxx’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment Periodthen in effect; provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Loan for all purposes, except that payments thereon Credit Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lenderdeemed to, provided thatand hereby irrevocably and unconditionally agrees to, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to purchase from applicable Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender’s Pro Rata Share times the amount of such Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Swing Line Lender mayshall make a portion of the credit under the Working Capital Facility Commitments available to the Borrowers by making swing line loans (individually, a “Swing Line Loan” and, collectively, the “Swing Line Loans”) to any requesting Borrower from time to time during the Commitment Period in its discretion, make an aggregate principal amount for all Borrowers at any one time outstanding not to exceed the Swing Line Loan Sub-Limit then in effect; provided that (i) the aggregate principal amount of Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding (including any such new Swing Line Loans), when aggregated with the Swing Line Sublimit; providedLender’s Working Capital Facility Commitment Percentage of the Total Working Capital Facility Extensions of Credit, that may exceed such Swing Line Lender’s Working Capital Facility Commitment then in effect and (ii) neither the Borrowers’ Agent nor any Borrower shall 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 Working Capital Facility Commitments would be less than zero; provided further that, after giving effect to any Swing Line Loan and any participation that may result therefrom pursuant to requested by the operation and effect Borrowers’ Agent, each of subsection (b), clause (iv) below, the conditions set forth in no event Section 6.2 shall (i) be satisfied or waived. During the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Working Capital Facility Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to , each Borrower may use the Swing Line Loans then outstanding Loan Sub-Limit by borrowing, repaying and reborrowing, all in accordance with the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay terms and conditions hereof. (b) Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Base Rate Loans.

Swing Line Loans. During the Revolving Commitment Period, subject (i) Subject to the terms and conditions hereof, the Swing Line Lender mayagrees to make swing line loans (each a "Swing Line Loan" and, collectively, the "Swing Line Loans") to each Borrower in its discretionDollars from time to time during the Swing Line Commitment Period in an aggregate principal amount at any one time outstanding not to exceed for both Borrowers the Swing Line Commitment Amount, make provided, however, that, immediately after making each Swing Line Loan, (u) the aggregate unpaid balance of the Swing Line Loans to the Borrowers in an aggregate amount outstanding at any time up to but would not exceeding exceed the Swing Line Sublimit; providedCommitment Amount, that after giving effect (v) the aggregate unpaid balance of all Swing Line Loans to MFC plus the aggregate unpaid balance of all Revolving Credit Loans to MFC plus the aggregate unpaid balance of all Term Loans to MFC shall not exceed the MFC Borrowing Base, (w) the aggregate unpaid balance of all Swing Line Loans to MBC plus the aggregate unpaid balance of all Revolving Credit Loans to MBC plus the aggregate unpaid balance of all Term Loans to MBC shall not exceed the MBC Borrowing Base, (x) the aggregate unpaid balance of all Swing Line Loans to the Borrowers plus the aggregate unpaid balance of all Revolving Credit Loans to the Borrowers shall not exceed the Aggregate Revolving Credit Commitment, (y) the aggregate unpaid balance of all Swing Line Loans to the Borrowers plus the aggregate unpaid balance of all Revolving Credit Loans made by the Swing Line Lender to the Borrowers shall not exceed the Revolving Credit Commitment of the Swing Line Lender, and (z) the MFC Borrowing Base plus the MBC Borrowing Base shall be in an amount at least equal to the aggregate unpaid balance of all Senior Debt at such time. During the Swing Line Commitment Period, the Borrowers may borrow, prepay in whole or in part and reborrow under the Swing Line Commitment, all in accordance with the terms and conditions of this Agreement. No Swing Line Loan shall be made prior to the making of the first Revolving Credit Loans on the Second Restatement Effective Date. (ii) The Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when any Bank shall be in default of its obligations under this Agreement unless arrangements to eliminate the Swing Line Lender's risk with respect to such defaulting Bank's participation in such Swing Line Loan shall have been made for the benefit of the Swing Line Lender and any participation that may result therefrom pursuant such arrangements are in all respects satisfactory to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Swing Line Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Lender will not make any Swing Line Loans and all other amounts owed hereunder with respect Loan if the Agent or any Bank, by notice to the Swing Line Loans then outstanding Lender and the Revolving Commitments shall be paid in full Borrowers no later than one Business Day prior to the borrowing date with respect to such dateSwing Line Loan, shall have determined that the conditions set forth in ARTICLE 5 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swing Line Loan. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely due and payable on the earlier to occur of the last day of the Swing Line Lender for its own account. The obligation of Borrowers to repay Interest Period applicable thereto and the Swing Line Loans shall be evidenced Maturity Date. (iii) Upon (1) a request by the records of Swing Line Lender, provided that(2) receipt by a Bank of notice of an Event of Default from the Agent, promptly upon or (3) the acceleration of any loan or termination of the Revolving Credit Commitments, the Term Loan Commitments or the Swing Line Lender’s request (butCommitments, each Bank shall make Revolving Credit Loans constituting Prime Rate Loans to each Borrower having outstanding Swing Line Loans, on the next succeeding Business Day following such notice, in any event, within five (5) Business Days after receipt an amount equal to the product of such request)Bank's Percentage and the aggregate outstanding principal amount of the Swing Line Loans, Borrowers provided that all accrued and unpaid interest thereon shall execute be paid in accordance with the provisions hereunder. In the event that it is impracticable for such Revolving Credit Loans to be made for any reason by any Bank on the date otherwise required above, such Bank shall purchase unconditionally, irrevocably, and deliver to severally (and not jointly) from the Swing Line Lender a participation in the outstanding Swing Line Note Loans (including accrued interest thereon) in an amount (the "Swing Line Participation Amount") equal to evidence the Debts arising under product of its Percentage and the aggregate outstanding principal amount of the Swing Line Loans.Loans plus all accrued and unpaid interest thereon. Each Bank shall also be liable to make Revolving Credit Loans or purchase participations, as set forth above, for an amount equal to the product of its Percentage and any amounts paid by a Borrower pursuant to this Section that are subsequently rescinded or avoided, or must be otherwise restored or returned. Such liabilities to make Revolving Credit Loans or purchase participations as set in this Section

Swing Line Loans. During (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a "Swing Line Loan") to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Commitment PeriodCredit Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Revolving Credit Lender, plus such Revolving Credit Lender's Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender's Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that Borrower may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Loan for all purposes, except that payments thereon Credit Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Revolving Credit Lender's Applicable Revolving Credit Percentage times the amount of such Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject (i) Subject to the terms and conditions hereofof this Agreement, the Swing Line Lender mayhereby agrees, in its discretionsubject to the limitations set forth below with respect to the maximum amount of Swing Line Loans permitted to be outstanding from time to time, to make a portion of the Revolving Loan Commitments available to the Company from time to time during the period from the Closing Date to but excluding the Revolving Termination Date by making Swing Line Loans to Borrowers the Company in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to amount of the making of any Swing Line Loan Commitment to be used for the purposes identified in Section 7.12, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of the Swing Line Lender's Revolving Loans and L/C Obligations then in effect, may exceed the Swing Line Lender's Revolving Loan Commitment. The original amount of the Swing Line Loan Commitment is $3,000,000; provided that any participation that may result therefrom reduction of the Revolving Loan Commitments made pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed Section 2.05 which -------- reduces the aggregate Revolving Loan Commitments and (ii) to an amount less than the Aggregate Revolving Obligations then current amount of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to this Section 2.3 may be repaid and re-borrowed during the amount of the Revolving Commitment PeriodLoan Commitments, as so reduced, without any further action on the part of the Company, the Agent or the Swing Line Lender. The Swing Line Lender’s Revolving Loan Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such that date. Each Amounts borrowed under this subsection 2.01(d) may be repaid and reborrowed to but excluding the Revolving Termination Date. (ii) Anything contained in this Agreement to the contrary notwithstanding, the Swing Line Loans and the Swing Line Loan Commitment shall constitute a be subject to the limitation that Effective Amount of all outstanding Revolving Loans, Swing Line Loans and L/C Obligations shall not at any time exceed the combined Revolving Loan for all purposesCommitments after giving effect to any Borrowing of Swing Line Loans, except that payments thereon shall be made solely then in effect. (iii) With respect to any Swing Line Loans which have not been prepaid by the Company pursuant to subsections 2.01(d)(i) or 2.06 or repaid by the Company pursuant to subsection 2.01(d)(vi), the Swing Line Lender for may, at any time in its own account. The obligation sole and absolute discretion, deliver to the Agent (with a copy to the Company), no later than 11:00 a.m. (San Francisco time) on the first Business Day in advance of Borrowers to repay Swing Line Loans the proposed funding date, a notice (which shall be evidenced deemed to be a Notice of Borrowing given by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, Company) requesting the Lenders to make Revolving Loans that are Base Rate Loans on such funding date in any event, within five (5) Business Days after receipt an amount equal to the amount of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Loans.Line

Swing Line Loans. During the Revolving Commitment Period, subject (i) Subject to the terms and conditions hereof, from time to time from the Effective Date to but excluding the fifth (5th) day prior to the Revolving Credit Maturity Date, Swing Line Lender agrees to make Swing Line Loans to Borrower in an aggregate principal amount at any one time Outstanding up to, but not exceeding Swing Line Commitment; provided, that in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the sum of (A) the Outstanding principal amount of the Revolving Loans and the Swing Line Loans (after giving effect to the Swing Line Loan being requested), plus (B) the Outstanding Letters of Credit shall not exceed the aggregate Revolving Commitments of the Revolving Lenders or cause a violation of the covenant set forth in §9.2(b). If at any time the aggregate principal amount of the Swing Line Loans Outstanding at such time exceeds the Swing Line Commitment in effect at such time, Borrower shall promptly pay Agent for the account of Swing Line Lender the amount of such excess. Subject to the terms and conditions of this Agreement, Borrower may borrow, repay and reborrow Swing Line Loans hereunder. All Swing Line Loans heretofore made by the Swing Line Lender pursuant to the Original Credit Agreement which are Outstanding on the Effective Date shall be continued under this Agreement and shall be deemed to be Swing Line Loans hereunder. (ii) Swing Line Loans shall bear interest at a per annum rate equal to the rate of interest borne by Base Rate Loans. Interest payable on Swing Line Loans is solely for the account of Swing Line Lender, subject to the participation rights of each Revolving Lender that has fully funded its participation interest in such Swing Line Loans pursuant to §2.1(c)(v). All accrued and unpaid interest on Swing Line Loans shall be payable by Borrower on the dates and in the manner provided in §3 with respect to interest on Base Rate Loans (except as Swing Line Lender and Borrower may otherwise agree in writing in connection with any particular Swing Line Loan). (iii) Each Swing Line Loan shall be in the minimum amount of $1,000,000 and integral multiples of $100,000 or such other minimum amounts agreed to by Swing Line Lender and Borrower from time to time. Any voluntary prepayment of a Swing Line Loan must be in integral multiples of $100,000 or the aggregate principal amount of all outstanding Swing Line Loans (or such other minimum amounts upon which Swing Line Lender and Borrower may agree in writing) and in connection with any such prepayment, Borrower must give Swing Line Lender prior written notice thereof no later than 10:00 a.m. (Cleveland time) on the date of such prepayment. (iv) Borrower agrees to repay each Swing Line Loan within five (5) days after the date such Swing Line Loan was made; provided, that the proceeds of a Swing Line Loan may not be used to repay a Swing Line Loan. Notwithstanding the foregoing, Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Swing Line Loans on the Revolving Credit Maturity Date (or such earlier date as Swing Line Lender and Borrower may agree in writing). In lieu of demanding repayment of any outstanding Swing Line Loan from Borrower, Swing Line Lender may, in its discretion, make on behalf of Borrower (which hereby irrevocably directs Swing Line Lender to act on its behalf for such purpose), request a borrowing of Base Rate Loans to Borrowers from the Revolving Lenders in an aggregate amount outstanding at any time up equal to but not exceeding the principal balance of such Swing Line Sublimit; providedLoan, provided that after giving effect the proposed advance of a Base Rate Loan meets all other requirements for such Advance in this Loan Agreement. The amount limitations of §2.6(a) shall not apply to the making any borrowing of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed Base Rate Loans made pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Periodsubsection. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender shall give notice to Agent of any such borrowing of Base Rate Loans not later than 12:00 noon (Cleveland time) on the proposed date of such borrowing and Agent shall give prompt notice of such borrowing to the Revolving Lenders. No later than 2:00 p.m. (Cleveland time) on such date, each Revolving Lender will make available to Agent at the Agent’s Head Office for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records account of Swing Line Lender, provided thatin immediately available funds, promptly upon the proceeds of the Base Rate Loan to be made by such Revolving Lender and, to the extent of such Base Rate Loan, such Revolving Lender’s participation in the Swing Line Loan so repaid shall be deemed to be funded by such Base Rate Loan. Agent shall pay the proceeds of such Base Rate Loans to Swing Line Lender’s request , which shall apply such proceeds to repay such Swing Line Loan. (butv) At the time each Swing Line Loan is made, in each Revolving Lender shall automatically (and without any eventfurther notice or action) be deemed to have purchased from Swing Line Lender, within five (5) Business Days after receipt without recourse or warranty, an undivided interest and participation to the extent of such requestLender’s Revolving Commitment Percentage in such Swing Line Loan. If the Revolving Lenders are prohibited from making Revolving Loans required to be made under this subsection for any reason, including without limitation, the occurrence of any Default or Event of Default described in §12.1.(h) or §12.1.(i), Borrowers upon notice from Agent or Swing Line Lender, each Revolving Lender severally agrees to pay to Agent for the account of Swing Line Lender in respect of such participation the amount of such Lender’s Revolving Commitment Percentage of each outstanding Swing Line Loan. If such amount is not in fact made available to Agent by any Revolving Lender, Swing Line Lender shall execute be entitled to recover such amount on demand from such Revolving Lender, together with accrued interest thereon for each day from the date of demand thereof, at the Federal Funds Effective Rate. If such Revolving Lender does not pay such amount forthwith upon demand therefor by Agent or Swing Line Lender, and deliver until such time as such Revolving Lender makes the required payment, Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Loan Documents (other than those provisions requiring the other Revolving Lenders to purchase a participation therein). Further, such Revolving Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Loans, and any other amounts due such Revolving Lender hereunder, to Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Revolving Lender failed to purchase pursuant to this Section until such amount has been purchased (as a result of such assignment or otherwise). (vi) A Revolving Lender’s obligation to make payments in respect of a participation in a Swing Line Note to evidence the Debts arising under the Loan shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including without limitation, (i) any claim of setoff, counterclaim, recoupment, defense or other right which such Revolving Lender or any other Person may have or claim against Agent, Swing Line LoansLender or any other Person whatsoever, (ii) the occurrence or continuation of a Default or Event of Default (including without limitation, any of the Defaults or Events of Default described in §12.1.(h) or §12.1.(i)) or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of an event or condition which has had or could have a Material Adverse Effect, (iv) any breach of any Loan Document by Agent, any Lender or any Loan Party or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. During (a) Subject to the Revolving Commitment terms and conditions set forth herein, each Swing Line Lender agrees to make Global Tranche Swing Line Loans and US Tranche Swing Line Loans (i) denominated in US Dollars to the Company or any Borrowing Subsidiary that is a Domestic Subsidiary, and (ii) denominated in Euro to the Company or any Borrowing Subsidiary, from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (A) the sum of the US Dollar Equivalents of the outstanding Swing Line Loans exceeding the aggregate Swing Line Commitment, (B) the sum of the US Dollar Equivalents of the outstanding Swing Line Loans made by any Swing Line Lender exceeding its Swing Line Commitment, (C) the Aggregate Global Tranche Revolving Credit Exposure exceeding the aggregate Global Tranche Commitments, (D) the Global Tranche Revolving Credit Exposure of any Lender (including a Swing Line Lender) exceeding its Global Tranche Commitment, (E) the Aggregate US Tranche Revolving Credit Exposure exceeding the aggregate US Tranche Commitments or (F) the US Tranche Revolving Credit Exposure of any Lender (including a Swing Line Lender) exceeding its US Tranche Commitment; provided that no Swing Line Lender shall be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan will reduce availability under the applicable Class on a dollar-for-dollar basis, based on the US Dollar Equivalent of such Swing Line Loan. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, the Company and the Borrowing Subsidiaries may borrow, prepay and reborrow Swing Line Loans. 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 Commitment of each Swing Line Lender may, in its discretion, is several and no Swing Line Lender shall be responsible for any other Swing Line Lender’s failure to make Swing Line Loans as required. (b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request by hand delivery, telecopy or e-mail transmission of a .pdf or similar electronic copy of a written request signed by an Authorized Representative or, in the case of a Swing Line Loan denominated in US Dollars, by telephone (confirmed by hand delivery, telecopy or e-mail transmission of a .pdf or similar electronic copy of a written request signed by an Authorized Representative), not later than 2:00 p.m., Local Time, on the day of such proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the currency and amount of the requested Swing Line Loan (iii) Table of Contents whether such Swing Line Loan is to Borrowers be a Global Tranche Swing Line Loan or a US Tranche Swing Line Loan and (iv) the applicable Swing Line Lender(s) with respect to such Swing Line Loan. The Administrative Agent will promptly advise each applicable Swing Line Lender of any such notice received by it. Each applicable Swing Line Lender shall make its Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company (or another account specified by the Company) with such Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an aggregate amount L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable L/C Issuer) by 3:00 p.m., Local Time, on the requested date of such Swing Line Loan. (c) Each Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day (i) require the Global Tranche Lenders to acquire participations on such Business Day in all or a portion of the Global Tranche Swing Line Loans outstanding at any time up and (ii) require the US Tranche Lenders to but not exceeding acquire participations on such Business Day in all or a portion of the US Tranche Swing Line Loans outstanding. Such notice shall specify the amounts and currencies of the Swing Line Sublimit; providedLoans in which the Global Tranche Lenders or US Tranche Lenders, that after giving effect as the case may be, will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Global Tranche Lender or US Tranche Lender, as the case may be, specifying in such notice such Lender’s Global Tranche Percentage or US Tranche Percentage of such Swing Line Loan or Loans. Each Lender of the applicable Class hereby unconditionally and irrevocably agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of such Swing Line Lender, such Lender’s Global Tranche Percentage or US Tranche Percentage, as the case may be, of each such Swing Line Loan in the currency of such Loan. Each Lender acknowledges and agrees that, in making any Swing Line Loan, such Swing Line Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representations of the Company made in the applicable Borrowing Notice, unless, at least one Business Day prior to the time such Swing Line Loan was made, the Required Lenders shall have notified such Swing Line Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(b) or 4.02(c) would not be satisfied if such Swing Line Loan were then made (it being understood and agreed that, in the event such Swing Line Lender shall have received any such notice, it shall have no obligation to make any Swing Line Loan until and any participation unless it shall be satisfied that may result therefrom pursuant the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to the operation and effect of subsection (bexist), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations . Each Lender of any Lender exceed Class further acknowledges and agrees that its obligation to acquire participations in Swing Line Loans of such Lender’s Revolving Commitment. Amounts borrowed Class pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the Swing Line Loans then outstanding and payment obligations of the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such requestLenders), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Loans.the

Swing Line Loans. During the Revolving Commitment Period, subject (i) Subject to the terms and conditions of this Agreement, the Swing Line Lender agrees to make swing line loans (each a “Swing Line A Loan” and, collectively, the “Swing Line A Loans”) in Dollars to the Borrower from time to time during the Swing Line Commitment Period, provided that immediately after giving effect thereto, (i) the aggregate unpaid balance of the Swing Line A Loans shall not exceed the Swing Line A Commitment Amount, and (ii) the Aggregate A Credit Exposure of all A Lenders shall not exceed the Aggregate Revolving Credit A Commitment Amount. During the Swing Line Commitment Period, the Borrower may borrow, prepay in whole or in part and reborrow under the Swing Line A Commitment, all in accordance with the terms and conditions of this Agreement. (ii) Subject to the terms and conditions of this Agreement, the Swing Line Lender agrees to make swing line loans (each a “Swing Line B Loan” and, collectively, the “Swing Line B Loans”) in Dollars to the Borrower from time to time during the Swing Line Commitment Period, provided that immediately after giving effect thereto, (i) the aggregate unpaid balance of the Swing Line B Loans shall not exceed the Swing Line B Commitment Amount, and (ii) the Aggregate B Credit Exposure of all B Lenders shall not exceed the Aggregate Revolving Credit B Commitment Amount. During the Swing Line Commitment Period, the Borrower may borrow, prepay in whole or in part and reborrow under the Swing Line B Commitment, all in accordance with the terms and conditions of this Agreement. (b) The Swing Line Lender shall not be obligated to make any Swing Line A or B (as applicable) Loan at a time when any A or B (as applicable) Lender shall be in default of its obligations under this Agreement unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to such defaulting Lender’s participation in such Swing Line Loan. The Swing Line Lender will not make a Swing Line A or B (as applicable) Loan if the Administrative Agent or any A or B (as applicable) Lender, by notice to the Swing Line Lender and the Borrower no later than one Business Day prior to the Borrowing Date with respect to such Swing Line Loan, shall have determined that the conditions set forth in Section 6 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making such Swing Line Loan. Each Swing Line A or B (as applicable) Loan shall be due and payable on the earliest to occur of the last day of the Interest Period applicable thereto, fifteen days prior to the Maturity Date, the date on which the Swing Line A or B (as applicable) Commitment shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and the date on which the Swing Line A or B (as applicable) Loans shall become due and payable pursuant to the provisions hereof, whether by acceleration or otherwise. (c) On any Business Day on which a Swing Line A or B (as applicable) Loan shall remain unpaid, the Swing Line Lender may, in its sole discretion, make give notice to the A or B (as applicable) Lenders and the Borrower that such outstanding Swing Line Loan shall be funded with a borrowing of Revolving Credit A or B (as applicable) Loans (provided that such notice shall be deemed to Borrowers have been automatically given upon the occurrence of a Default or an Event of Default under Sections 9.1(g) or (h)), in an aggregate amount outstanding at any time up which case a borrowing of Revolving Credit A or B (as applicable) Loans made as ABR Advances (each such borrowing, a “Mandatory Borrowing”), shall be made by all A or B (as applicable) Lenders pro rata based on each such Lender’s applicable Commitment Percentage on (i) such Business Day if such notice was given prior to but not exceeding 11:00 a.m. or (ii) the immediately succeeding Business Day if such notice was given after 11:00 a.m. The proceeds of each Mandatory Borrowing shall be remitted directly to the Swing Line Sublimit; provided, that after giving effect Lender to the making of any repay such outstanding Swing Line A or B (as applicable) Loan. Each A or B (as applicable) Lender irrevocably agrees to make a Revolving Credit A or B (as applicable) Loan and any participation that may result therefrom pursuant to each Mandatory Borrowing in the operation amount and effect of subsection (b), clause (iv) below, in no event shall the manner specified in the preceding sentence and on the date specified in writing by the Swing Line Lender notwithstanding: (i) the Revolving amount of such Mandatory Borrowing may not comply with the minimum amount for A or B (as applicable) Loans otherwise required hereunder, (ii) whether any condition specified in Section 6 is then unsatisfied, (iii) whether a Default or an Event of Default then exists, (iv) the Borrowing Date of such Mandatory Borrowing, (v) the aggregate principal amount of all A or B (as applicable) Loans then outstanding, (vi) the Aggregate A or B (as applicable) Credit Exposure exceed the aggregate Revolving Commitments at such time and (iivii) the Aggregate Revolving Obligations Credit A or B (as applicable) Commitment Amount at such time. (d) Upon each receipt by an A or B (as applicable) Lender of notice of an Event of Default from the Administrative Agent pursuant to Section 10.5, such Lender shall purchase unconditionally, irrevocably, and severally (and not jointly) from the Swing Line Lender a participation in the outstanding Swing Line A or B (as applicable) Loans (including accrued interest thereon) in an amount equal to the product of its applicable Commitment Percentage and the outstanding amount of the Swing Line A or B (as applicable) Loans plus all accrued and unpaid interest thereon (the “Swing Line Participation Amount”). Each A or B (as applicable) Lender shall also be liable for an amount equal to the product of its applicable Commitment Percentage and any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed amounts paid by the Borrower pursuant to this Section 2.3 may that are subsequently rescinded or avoided, or must otherwise be repaid restored or returned. Such liabilities shall be absolute and re-borrowed during unconditional and without regard to the Revolving Commitment Periodoccurrence of any Default or Event of Default or the compliance by the Borrower with any of its obligations under the Loan Documents. (e) In furtherance of subsection (d) above, upon each receipt by an A or B (as applicable) Lender of notice of an Event of Default from the Administrative Agent pursuant to Section 10.5, such Lender shall promptly make available to the Administrative Agent for the account of the Swing Line Lender its Swing Line A or B (as applicable) Participation Amount at the office of the Administrative Agent specified in Section 11.2, in lawful money of the United States and in immediately available funds. The Administrative Agent shall deliver the payments made by each A or B (as applicable) Lender pursuant to the immediately preceding sentence to the Swing Line Lender promptly upon receipt thereof in like funds as received. Each A or B (as applicable) Lender shall indemnify and hold harmless the Administrative Agent and the Swing Line Lender from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses resulting from any failure on the part of such Lender to pay, or from any delay in paying the Administrative Agent any amount such Lender is required to pay in accordance with this Section 2.3 (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Swing Line Lender’s Revolving Commitment , as the case may be, resulting from the gross negligence or willful misconduct of the Administrative Agent or the Swing Line Lender, as the case may be), and such Lender shall expire be required to pay interest to the Administrative Agent for the account of the Swing Line Lender from the date such amount was due until paid in full, on the Revolving Commitment Termination Date unpaid portion thereof, at a rate of interest per annum equal to (i) from the date such amount was due until the third day therefrom, the Federal Funds Rate, and all (ii) thereafter, the Federal Funds Rate plus 2%, payable upon demand by the Swing Line Lender. The Administrative Agent shall distribute such interest payments to the Swing Line Lender upon receipt thereof in like funds as received. (f) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Swing Line Lender, for any payment in connection with Swing Line Loans and all other amounts owed hereunder with respect such payment relates to an amount previously paid by a Lender pursuant to this Section, the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than Administrative Agent will promptly pay over such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely payment to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line such Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Loans.

Swing Line Loans. During (a) The Swing Line. Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Committed (USD) Lenders set forth in this Section 2.04, shall make loans in Dollars (each such loan, a “Swing Line Loan”) to the Company from time to time on any Business Day during the Availability Period with respect to the Committed (USD) Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable (USD) Percentage of the Outstanding Amount of Committed (USD) Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s USD Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total (USD) Outstandings shall not exceed the Aggregate (USD) Commitments and (ii) the aggregate Outstanding Amount of the Committed (USD) Loans of any Lender, plus such Lender’s Applicable (USD) Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable (USD) Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that Company may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Revolving Loan for all purposesBase Rate Loan. Immediately upon the making of a Swing Line Loan, except that payments thereon each Committed (USD) Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender’s Applicable (USD) Percentage times the amount of such Swing Line LoansLoan.

Swing Line Loans. During (a) The Swing Line. Subject to the Revolving terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04. to make loans (each such loan, a "Swing Line Loan") to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment Periodand (iii) the aggregate Unsecured Debt of the Borrower and the Consolidated Entities (including any requested or pending Credit Extension) shall not exceed the amount permitted pursuant to Section 7.03(c)(ii) hereof, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that Borrower may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04. prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Revolving Loan for all purposesBase Rate Loan. Immediately upon the making of a Swing Line Loan, except that payments thereon each Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender's Pro Rata Share times the amount of such Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Swing Line Lender may, in its discretiondiscretion and in reliance upon the agreements of the other Dollar Tranche Lenders set forth in this Section 2.01(c) and Section 2.04, make revolving credit loans (the “Swing Line Loans Loans”) to Borrowers the Borrower in an aggregate amount outstanding at Dollars on any time up to but not exceeding the Swing Line SublimitBusiness Day; provided, that after giving effect (i) the aggregate Outstanding Amount of Swing Line Loans shall not exceed an amount equal to the making lesser of (A) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) and (B) the undrawn portion of the Aggregate Dollar Tranche Commitments (as such amount may be adjusted in accordance with the provisions hereof, the “Swing Line Committed Amount”), (ii) with respect to the Dollar Tranche Lenders collectively, the aggregate Outstanding Amount of Dollar Tranche Obligations shall not exceed the Aggregate Dollar Tranche Commitments and (iii) the Borrower shall not use the proceeds of any Swing Line Loan and to refinance any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The outstanding Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such dateLoan. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by Daily Floating Eurodollar Rate Loans, and may be repaid and reborrowed in accordance with the records provisions hereof. Immediately upon the making of a Swing Line LenderLoan, provided thateach Dollar Tranche Lender shall be deemed to, promptly upon and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation interest in such Swing Line Loan in an amount equal to the product of such Dollar Tranche Lender’s request (but, in any event, within Dollar Tranche Commitment Percentage thereof. No Swing Line Loan shall remain outstanding for longer than five (5) Business Days after receipt of such request)Days. Notwithstanding anything herein to the contrary, Borrowers shall execute and deliver to the Swing Line Lender a shall not be under any obligation to make any Swing Line Note Loan if any Dollar Tranche Lender is at that time a Defaulting Lender, unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to evidence the Debts Swing Line Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swing Line Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising under from either the Swing Line Loan then proposed to be made or all Swing Line Loans as to which the Swing Line Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. The Swing Line Lender shall promptly notify the Borrower if it has suspended the availability of Swing Line Loans.

Swing Line Loans. During (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Commitment PeriodCredit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender may, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan and any participation that Borrower may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Loan for all purposes, except that payments thereon Credit Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender’s Applicable Percentage times the amount of such Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment PeriodSwing Line Lender hereby agrees, subject to ---------------- the terms and conditions hereof, limitations set forth below with respect to the maximum amount of Swing Line Lender mayLoans permitted to be outstanding from time to time, in its discretion, to make a portion of the Revolving Loan Commitments available to Company from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Borrowers Company in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to amount of the making of any Swing Line Loan Commitment to be used for the purposes identified in subsection 2.5, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender's outstanding Revolving Loans and Swing Line Lender's Pro Rata Share of the Letter of Credit Usage then in effect, may exceed Swing Line Lender's Revolving Loan Commitment. The original amount of the Swing Line Loan Commitment is $15,000,000; provided that any participation that may result therefrom reduction of the -------- Revolving Loan Commitments made pursuant to the operation and effect of subsection (b), clause (iv2.4A(ii) below, in no event shall (i) the Revolving Credit Exposure exceed which reduces the aggregate Revolving Loan Commitments and (ii) to an amount less than the Aggregate Revolving Obligations then current amount of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to this Section 2.3 may be repaid and re-borrowed during the amount of the Revolving Commitment PeriodLoan Commitments, as so reduced, without any further action on the part of Company, Administrative Agent or Swing Line Lender. The Swing Line Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such that date. Each Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. With respect to any Swing Line Loan shall constitute Loans which have not been voluntarily prepaid by Company pursuant to subsection 2.4A(ii), Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a Revolving Loan for all purposescopy to Company), except that payments thereon no later than 11:00 A.M. (New York City time) on the first Business Day in advance of the proposed Funding Date, a notice (which shall be deemed to be a Notice of Borrowing given by Company) requesting Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Swing Line Loans (the "REFUNDED SWING LINE LOANS") outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made solely by Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender for its own account. The obligation of Borrowers (and not to Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, Swing Line Lender's Pro Rata Share of the Refunded Swing Line Loans shall be evidenced deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender, and such portion of the records Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note, if any, of Swing Line Lender but shall instead constitute part of Swing Line Lender's outstanding Revolving Loans and shall be due under the Revolving Note, provided thatif any, promptly upon of Swing Line Lender’s . Company hereby authorizes Administrative Agent and Swing Line Lender to charge Company's accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loan deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5. If for any reason (a) Revolving Loans are not made upon the request of Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans or (butb) the Revolving Loan Commitments are terminated at a time when any Swing Line Loans are outstanding, each Lender shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans in an amount equal to its Pro Rata Share (calculated, in any eventthe case of the foregoing clause (b), within five (5immediately prior to such termination of the Revolving Loan Commitments) Business Days after receipt of the unpaid amount of such request)Swing Line Loans together with accrued interest thereon. Upon one Business Day's notice from Swing Line Lender, Borrowers each Lender shall execute and deliver to Swing Line Lender an amount equal to its respective participation in same day funds at the Funding and Payment Office. In order to further evidence such participation (and without prejudice to the effectiveness of the participation provisions set forth above), each Lender agrees to enter into a separate participation agreement at the request of Swing Line Note Lender in form and substance reasonably satisfactory to evidence Swing Line Lender. In the Debts arising event any Lender fails to make available to Swing Line Lender the amount of such Lender's participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event Swing Line Lender receives a payment of any amount in which other Lenders have purchased participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. Anything contained herein to the contrary notwithstanding, each Lender's obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender's obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, Company or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Event of Default; (c) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any of its Subsidiaries; (d) any breach of this Agreement or any other Loan Document by any party thereto; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that -------- such obligations of each Lender are subject to the condition that (X) Swing Line Lender believed in good faith that all conditions under Section 4 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, as the case may be, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in accordance with subsection 10.6 prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made.

Swing Line Loans. During the Revolving Commitment PeriodSwing Line Lender hereby agrees, subject to the terms and conditions hereof, limitations set forth below with respect to the maximum amount of Swing Line Lender mayLoans permitted to be outstanding from time to time, in its discretion, to make a portion of the Revolving Loan Commitments available to Borrower from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Borrowers Borrower in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to amount of the making of any Swing Line Loan and any participation Commitment to be used for the purposes identified in subsection 2.5B, notwithstanding the fact that may result therefrom pursuant to the operation and effect of subsection (b)such Swing Line Loans, clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such when aggregated with Swing Line Lender’s outstanding Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 Loans and Swing Line Lender’s Pro Rata Share of the Letter of Credit Usage then in effect, may be repaid and re-borrowed during the Revolving Commitment Period. The exceed Swing Line Lender’s Revolving Loan Commitment. As of the RestatementFourth Amendment Effective Date, the amount of the Swing Line Loan Commitment is $50,000,000; provided that any reduction of the Revolving Loan Commitments made pursuant to subsection 2.4B(ii) or 2.4B(iii) which reduces the aggregate Revolving Loan Commitments to an amount less than the then current amount of the Swing Line Loan Commitment shall result in an automatic corresponding proportionate reduction of the Swing Line Loan Commitment to the amount of the Revolving Loan Commitments, as so reduced, without any further action on the part of Borrower, Administrative Agent or Swing Line Lender. The Swing Line Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such that date. Each Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to such Revolving Lender’s Pro Rata Share of such Swing Line Loan; provided, however that the amount of such Lender’s risk participation shall constitute a be adjusted in the manner set forth in Section 2.9D. Anything contained in this Agreement to the contrary notwithstanding, the Swing Line Loans and the Swing Line Loan Commitment shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan for all purposesCommitments at any time exceed the Revolving Loan Commitments then in effect and prior to the termination of the Revolving Loan Commitments, except that payments thereon the Revolving Loan Exposure of a Lender shall not exceed its Revolving Loan Commitment. With respect to any Swing Line Loans which have not been voluntarily prepaid by Borrower pursuant to subsection 2.4B(i), Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Borrower), no later than 11:00 A.M. (New York City time) on the first Business Day in advance of the proposed Funding Date, a notice (which shall be deemed to be a Notice of Borrowing given by Borrower) requesting Revolving Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which Swing Line Lender requests Revolving Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made solely by Revolving Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender for its own account. The obligation of Borrowers (and not to Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be evidenced deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender, and such portion of the records Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender, provided that, promptly upon ’s outstanding Revolving Loans and shall be due under the Revolving Note of Swing Line Lender. Borrower hereby authorizes Administrative Agent and Swing Line Lender to charge Borrower’s accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Revolving Lenders, including the Revolving Loan deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Borrower from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5. If for any reason (a) Revolving Loans are not made upon the request of Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans or (butb) the Revolving Loan Commitments are terminated at a time when any Swing Line Loans are outstanding, the request submitted by Swing Line Lender pursuant to the immediately preceding paragraph shall be deemed to be a request by Swing Line Lender that each of the Revolving Lenders fund the amount of its Swing Line Risk Participation in the relevant Swing Line Loan and each Revolving Loan made pursuant to the immediately preceding paragraph shall be deemed payment in respect of such Swing Line Risk Participation. In the event any eventRevolving Lender fails to make available to Swing Line Lender the amount of such Revolving Lender’s Swing Line Risk Participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event Swing Line Lender receives a payment of any amount in which other Revolving Lenders have funded Swing Line Risk Participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Revolving Lender its Pro Rata Share of such payment. Anything contained herein to the contrary notwithstanding, each Revolving Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Revolving Lender’s obligation to fund its Swing Line Risk Participation pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against Swing Line Lender, Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Event of Default; (c) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries; (d) any breach of this Agreement or any other Loan Document by any party thereto; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Revolving Lender are subject to the condition that (x) Swing Line Lender believed in good faith that all conditions under Section 4 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, as the case may be, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or (y) the satisfaction of any such condition not satisfied had been waived in accordance with subsection 10.6 prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made. Subject to Section 2.9E, at any time a Lender is a Defaulting Lender, within three (3) Business Days after the request of the Administrative Agent or Swing Line Lender, such Defaulting Lender shall provide cash collateral or other security satisfactory to the Swing Line Lender (in its sole discretion) in respect of such Defaulting Lender’s obligation to fund its Swing Line Risk Participation (as adjusted pursuant to Section 2.9D); provided, that if such Defaulting Lender fails to provide such cash collateral or other security, the Borrower shall provide, within five (5) Business Days after receipt of such request)Days, Borrowers shall execute and deliver cash collateral or other security satisfactory to the Swing Line Lender a (in its sole discretion) in respect of such Defaulting Lender’s obligation to fund its Swing Line Note Risk Participation (as adjusted pursuant to evidence Section 2.9D). Such Defaulting Lender and Borrower each hereby grants to the Debts arising under Administrative Agent, for the benefit of the Swing Line LoansLender and the other Lenders (other than such Defaulting Lender), a Lien on of such Person’s cash collateral or other security (and all proceeds of the foregoing) to secure the Obligations. Cash collateral shall be maintained in blocked, Deposit Accounts with the Administrative Agent and shall be invested in Cash Equivalents reasonably acceptable to the Administrative Agent or held as Cash. If at any time the Administrative Agent determines that any funds held as cash collateral are subject to any right or claim of any Person other than the Administrative Agent or the Swing Line Lender or that the total amount of such funds is less than such Defaulting Lender’s funding obligations in respect of its Swing Line Risk Participation, such Defaulting Lender or Borrower shall, within three (3) Business Days after demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as cash collateral, an amount equal to the excess of (x) such aggregate funding obligations over (y) the total amount of funds, if any, then held as cash collateral that the Administrative Agent determines to be free and clear of any such right and claim. At the discretion of the Swing Line Lender, such funds shall be applied, to the extent permitted under applicable Governmental Authorizations, to reimburse the Swing Line Lender. The Lien held by the Administrative Agent in such cash collateral shall be released upon the satisfaction of each of the following conditions: (a) no Swing Line Loans shall be outstanding, (b) all Swing Line Loan obligations shall have been repaid in full and (c) no Event of Default shall have occurred and be continuing.

Swing Line Loans. During (i) The Swing Line Lender agrees, on the Revolving Commitment Period, terms and subject to the terms conditions set forth herein and conditions hereofin the other Loan Documents, to make a portion of the Revolving Commitments available to the Borrower from time to time during the Availability Period by making Swing Line Loans to the Borrower in Dollars (each such loan, a “Swing Line Loan” and, collectively, the “Swing Line Loans”); provided that (A) the aggregate principal amount of the Swing Line Loans outstanding at any one time shall not exceed the Swing Line Committed Amount, (B) with regard to each Lender individually (other than the Swing Line Lender in its capacity as such), such Lender’s outstanding Revolving Loans plus its Participation Interests in outstanding Swing Line Loans plus its Participation Interests in outstanding L/C Obligations shall not at any time exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount, (C) with regard to the Revolving Lenders collectively, the sum of the aggregate principal amount of Swing Line Loans outstanding plus the aggregate amount of Revolving Loans outstanding plus the aggregate amount of L/C Obligations outstanding shall not exceed the Revolving Committed Amount and (D) the Swing Line Committed Amount shall not exceed the aggregate of the Revolving Commitments then in effect. Swing Line Loans shall be made and maintained as Base Rate Loans and may be repaid and reborrowed in accordance with the provisions hereof prior to the Swing Line Termination Date. Swing Line Loans may be made notwithstanding the fact that such Swing Line Loans, when aggregated with the Swing Line Lender’s other Revolving Outstandings, exceeds its Revolving Commitment. The proceeds of a Swing Line Borrowing may not be used, in whole or in part, to refund any prior Swing Line Borrowing. (ii) The principal amount of all Swing Line Loans shall be due and payable on the earliest of (A) the maturity date agreed to by the Swing Line Lender and the Borrower with respect to such Swing Line Loan (which maturity date shall not be more than seven Business Days from the date of advance thereof), (B) at the request of the Swing Line Lender, the last day of the current calendar quarter, (C) the Swing Line Termination Date, (D) the occurrence of any proceeding with respect to the Borrower under any Debtor Relief Law or (E) the acceleration of any Loan or the termination of the Revolving Commitments pursuant to Section 8.02. (iii) With respect to any Swing Line Loans that have not been voluntarily prepaid by the Borrower or paid by the Borrower when due under clause (ii) above, the Swing Line Lender (by request to the Administrative Agent) or the Administrative Agent at any time may, in its discretion, make and shall at any time Swing Line Loans to Borrowers in an aggregate amount of $1,000,000 or more shall have been outstanding at any time up to but not exceeding for more than seven days, on one Business Day’s notice, require each Revolving Lender, including the Swing Line Sublimit; providedLender, that after giving effect and each such Lender hereby agrees, subject to the making provisions of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (bthis Section 2.01(c), clause to make a Revolving Loan (ivwhich shall be initially funded as a Base Rate Loan) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed an amount equal to such Lender’s Revolving Commitment. Amounts borrowed pursuant Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date notice is given. (iv) In the case of Revolving Loans made by Lenders other than the Swing Line Lender under clause (iii) above, each such Revolving Lender shall make the amount of its Revolving Loan available to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment PeriodAdministrative Agent, in same day funds, at the Administrative Agent’s Office, not later than 1:00 P.M. on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately delivered to the Swing Line Lender (and not to the Borrower) and applied to repay the Refunded Swing Line Loans. On the day such Revolving Loans are made, the Swing Line Lender’s Revolving Commitment shall expire on Percentage of the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Refunded Swing Line Loans shall be evidenced deemed to be paid with the proceeds of a Revolving Loan made by the records Swing Line Lender and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall instead be outstanding as Revolving Loans. The Borrower authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower’s account with the Administrative Agent (up to the amount available in such account) in order to pay immediately to the Swing Line Lender the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Lenders, including amounts deemed to be received from the Swing Line Lender, are not sufficient to repay in full such Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Lenders in the manner contemplated by Section 2.13. (v) A copy of each notice given by the Swing Line Lender pursuant to this Section 2.01(c) shall be promptly delivered by the Swing Line Lender to the Administrative Agent and the Borrower. Upon the making of a Revolving Loan by a Revolving Lender pursuant to this Section 2.01(c), the amount so funded shall no longer be owed in respect of its Participation Interest in the related Refunded Swing Line Loans. (vi) If as a result of any proceeding under any Debtor Relief Law, Revolving Loans are not made pursuant to this Section 2.01(c) sufficient to repay any amounts owed to the Swing Line Lender as a result of a nonpayment of outstanding Swing Line Loans, each Revolving Lender agrees to purchase, and shall be deemed to have purchased, a participation in such outstanding Swing Line Loans in an amount equal to its Revolving Commitment Percentage of the unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from the Swing Line Lender, each Revolving Lender shall deliver to the Swing Line Lender an amount equal to its respective Participation Interest in such Swing Line Loans in same day funds at the office of the Swing Line Lender specified or referred to in Section 10.02. In order to evidence such Participation Interest each Revolving Lender agrees to enter into a participation agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory to all parties. In the event any Revolving Lender fails to make available to the Swing Line Lender the amount of such Revolving Lender’s Participation Interest as provided thatin this Section 2.01(c)(vi), promptly the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the customary rate set by the Swing Line Lender for correction of errors among banks in New York City for one Business Day and thereafter at the Base Rate plus the then Applicable Margin for Base Rate Loans. (vii) Each Revolving Lender’s obligation to make Revolving Loans pursuant to clause (iv) above and to purchase Participation Interests in outstanding Swing Line Loans pursuant to clause (vi) above 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 Lender or any other Person may have against the Swing Line Lender, the Borrower, Holdings or any other Loan Party, (ii) the occurrence or continuance of a Default or an Event of Default or the termination or reduction in the amount of the Revolving Commitments after any such Swing Line Loans were made, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender, (v) whether any condition specified in Article IV is then satisfied or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the forgoing. If such Lender does not pay such amount forthwith upon the Swing Line Lender’s request (butdemand therefor, in any eventand until such time as such Lender makes the required payment, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to the Swing Line Lender a shall be deemed to continue to have outstanding Swing Line Note Loans in the amount of such unpaid Participation Interest for all purposes of the Loan Documents other than those provisions requiring the other Lenders to evidence the Debts arising under purchase a participation therein. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line LoansLender to fund Swing Line Loans in the amount of the Participation Interest in Swing Line Loans that such Lender failed to purchase pursuant to this Section 2.01(c)(vi) until such amount has been purchased (as a result of such assignment or otherwise).

Swing Line Loans. During the Revolving Commitment Period, subject to the terms and conditions hereof, the The Swing Line Lender mayhereby agrees, in its discretionsubject ---------------- to the limitations set forth below with respect to the maximum aggregate amount of all Swing Line Loans outstanding from time to time, to make a portion of the Revolving Loan Commitments available to Company from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Base Rate Loans as Swing Line Loans to Borrowers Company in an aggregate amount outstanding at any time up not to but not exceeding exceed the amount of the Swing Line Sublimit; providedLoan Commitment, to be used for the purposes identified in subsection 2.5C, notwithstanding the fact that after giving effect to such Swing Line Loans, when aggregated with the making sum of any the Swing Line Lender's outstanding Revolving Loans and the Swing Line Lender's Pro Rata Share of the Letter of Credit Usage then in effect, may exceed the Swing Line Lender's Revolving Loan Commitment. The amount of the Swing Line Loan and any participation Commitment is $10,000,000; provided that may result therefrom pursuant the amounts of the Swing Line Loan Commitment are subject to the operation and effect of subsection -------- reduction as provided in clause (b), clause (iv) below, in no event shall (i) of the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Periodnext paragraph. The Swing Line Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such that date. Each Amounts borrowed under this subsection 2.1A(vi) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Notwithstanding anything contained herein to the contrary, the Swing Line Loans and the Swing Line Loan Commitment shall constitute a be subject to the following limitations: (a) in no event shall the Total Utilization of Revolving Loan for all purposesCommitments at any time exceed the Revolving Loan Commitments then in effect; and (b) any reduction of the Revolving Loan Commitments made pursuant to subsection 2.4B which reduces the aggregate Revolving Loan Commitments to an amount less than the then current amount of the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment such that the amount thereof equals the amount of the Revolving Loan Commitments, except that payments thereon shall be made solely as so reduced, without any further action on the part of Company, the Administrative Agent or the Swing Line Lender. With respect to any Swing Line Loans which have not been voluntarily prepaid by Company pursuant to subsection 2.4B(i), the Swing Line Lender for may, at any time in its own accountsole and absolute discretion, deliver to the Administrative Agent (with a copy to Company), no later than 11:00 a.m. (New York time) at least one (1) Business Day in advance of the proposed Funding Date, a notice (which shall be deemed to be a Notice of Borrowing given by Company) requesting the Lenders to make Revolving Loans that are Base Rate Loans to Company on such Funding Date in an amount equal to the amount of such Swing Line Loans (the "Refunded Swing Line Loans") ------------------------- outstanding on the date such notice is given which the Swing Line Lender requests the Lenders to prepay. The obligation Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of Borrowers such Revolving Loans made by the Lenders other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, the Swing Line Lender's Pro Rata Share of the Refunded Swing Line Loans shall be evidenced deemed to be paid with the proceeds of a Revolving Loan made by the records Swing Line Lender to Company, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans but shall instead constitute part of the Swing Line Lender's outstanding Revolving Loans to Company. Company hereby authorizes the Administrative Agent and the Swing Line Lender to charge Company's accounts with the Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by the Lenders, including the Revolving Loan deemed to be made by the Swing Line Lender, provided thatare not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of Company from the Swing Line Lender in bankruptcy, promptly upon by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5. If for any reason Revolving Loans are not made pursuant to this subsection 2.1A(vi) in an amount sufficient to repay any amounts owed to the Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by the Swing Line Lender’s request , each Lender shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one (but, in any event, within five (51) Business Days after receipt of such request)Day's notice from the Swing Line Lender, Borrowers each Lender shall execute and deliver to the Swing Line Lender a Swing Line Note an amount equal to evidence its respective participation in the Debts arising under applicable unpaid amount in same day funds at the office of the Swing Line Lender located at the Funding and Payment Office. In order to evidence such participation each Lender agrees to enter into a participation agreement at the request of the Swing Line Lender in form and substance satisfactory to the Swing Line Lender. In the event any Lender fails to make available to the Swing Line Lender the amount of such Lender's participation as provided in this paragraph, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by the Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, as applicable. Notwithstanding anything contained herein to the contrary, (i) each Lender's obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender's obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (a) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Company or any other Person for any reason whatsoever; (b) the occurrence or continuation of a Default or Event of Default; (c) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; (d) any breach of this Agreement or any other Loan Document by any party thereto; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such -------- obligations of each Lender are subject to the condition that the Swing Line Lender believed in good faith that all conditions under Section 4 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or the satisfaction of any such condition not satisfied had been waived by Requisite Lenders prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made; and (ii) the Swing Line Lender shall not be obligated to make any Swing Line Loans if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default.

Swing Line Loans. During (i) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day until the Initial Revolver Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided that after giving effect to any Swing Line Loan, (x) the aggregate principal amount of outstanding Swing Line Loans made by the Swing Line Lender shall not exceed such Swing Line Lender’s Swing Line Commitment, (y) the Total Revolving Outstandings with respect to the Initial Revolving Credit Facility shall not exceed the aggregate Initial Revolving Credit Commitments and (z) the Revolving Outstandings of any Lender under the Initial Revolving Credit Facility shall not exceed such Lender’s Revolving Credit Commitment Period(in each case, taking the Dollar Equivalent of all amounts in an Alternate Currency); provided, further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Swing Line Lender mayBorrower may borrow under this ‎Section 2.05, in its discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan prepay under ‎Section 2.06 and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to reborrow under this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date‎Section 2.05. Each Swing Line Loan shall constitute be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Initial Revolving Loan for all purposes, except that payments thereon Credit Lender shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender’s Pro Rata Share times the amount of such Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject (a) The Swing Line. Subject to the terms and conditions hereofset forth herein, the Swing Line Lender mayagrees, in its discretionreliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans in Dollars or in Canadian Dollars (each such loan, a “Swing Line Loans Loan”) to Borrowers any Borrower from time to time on any Business Day during the Availability Period in an aggregate amount outstanding not to exceed at any time up to but not exceeding outstanding (x) in the case of Swing Line Loans denominated in Dollars, the amount of the Swing Line Dollar Sublimit and (y) in the case of Swing Line Loans denominated in Canadian Dollars, the amount of the Swing Line Canadian Dollar Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, that however, that, after giving effect to any Swing Line Loan, (i) the making Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Xxxxxx’s Revolving Commitment; provided further that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and any participation that may result therefrom pursuant subject to the operation other terms and effect of subsection (b)conditions hereof, clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to Borrower may borrow under this Section 2.3 may be repaid 2.04, prepay under Section 2.05, and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such datereborrow under this Section 2.04. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon denominated in Dollars shall be made solely to a SOFR Daily Floating Rate Loan or, at the option of the Borrower, a Base Rate Loan. Each Swing Line Lender for its own accountLoan denominated in Canadian Dollars shall be a Canadian Prime Rate Loan. The obligation Immediately upon the making of Borrowers to repay a Swing Line Loans Loan, each Revolving Lender shall be evidenced by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Revolving Lender’s Pro Rata Share times the amount of such Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject (a) By telephonic notice to the terms and conditions hereof, the Swing Line Lender maynot later than 1:00 p.m. on a Business Day (followed (within one Business Day) by the delivery of a confirming Borrowing Request), in its discretion, make the Borrower may from time to time irrevocably request that Swing Line Loans to Borrowers be made by the Swing Line Lender in an aggregate minimum principal amount outstanding at any time up of $50,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to but not exceeding be converted into Eurodollar Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line SublimitLender to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor not later than 4:00 p.m. on the Business Day telephonic notice is received by the Swing Line Lender. (b) If (i) any Swing Line Loan shall be outstanding for more than three Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when the Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's Revolving Loan Percentage of the aggregate principal amount of all such Swing 37 71 Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the "Refunded Swing Line Loans"). Not later than 1:00 p.m. on the first Business Day following receipt by each Revolving Loan Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Revolving Loan Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender's RL Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause (b), the amount so funded shall become outstanding under such Revolving Loan Lender's Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan Lender's obligation to make the Revolving Loans referred to in this clause (b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; provided, that (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after giving effect to the making of any Swing Line Loan and Loan; (v) any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations breach of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to this Section 2.3 may be repaid and re-borrowed during any of the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Loansforegoing.

Swing Line Loans. During (a) The Swing Line. Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Swing Line Lender agrees to, in reliance upon the agreements of the other Lenders set forth in this Section 2.04 but in its sole discretion and without any obligation, subject to the terms of any Autoborrow Agreement, make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and provided, further, that (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereofhereof including the sole discretion of the Swing Line Lender to make Swing Line Loans, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan; provided, however, that if an Autoborrow Agreement is in effect, the Swing Line Lender may, in at its discretion, make provide for an alternative rate of interest on Swing Line Loans under the Autoborrow Agreement with respect to Borrowers in an aggregate amount outstanding at any time up to but not exceeding Swing Line Loans for which the Swing Line Sublimit; providedLender has not requested that the Lenders fund Revolving Loans to refinance, that after giving effect or to purchase and fund risk participations in, such Swing Line Loans pursuant to Section 2.04(c). Immediately upon the making of any a Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b)Loan, clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any each Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposesdeemed to, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by and hereby irrevocably and unconditionally agrees to, purchase from the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a risk participation in such Swing Line Note Loan in an amount equal to evidence the Debts arising under product of such Lender’s Applicable Percentage times the amount of such Swing Line LoansLoan.

Swing Line Loans. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Dollar Committed Tranche Swing Line Lenders shall make a portion of the credit under the Dollar Working Capital Facility Commitments available to the Borrowers by making swing line loans (individually, a “Dollar Committed Tranche Swing Line Loan” and, collectively, the “Dollar Committed Tranche Swing Line Loans”) to the applicable Borrower from time to time in United States Dollars during the Dollar Working Capital Facility Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Dollar Swing Line Loan Sub-Limit then in effect; provided that (i) the sum of (x) the Dollar Committed Tranche Swing Line Exposure of such Swing Line Lender, (y) the aggregate principal amount of outstanding Dollar Working Capital Facility Committed Tranche Loans made by such Swing Line Lender may, (in its discretion, make capacity as a Dollar Working Capital Facility Committed Tranche Lender) and (z) the Dollar Committed Tranche L/C Exposure of such Swing Line Loans to Borrowers Lender (in an aggregate amount outstanding at any time up to but its capacity as a Dollar Working Capital Facility Committed Tranche Lender) may not exceeding the exceed such Swing Line Sublimit; providedLender’s Dollar Working Capital Facility Commitment then in effect and (ii) the Borrowers shall not request, that and no Dollar Committed Tranche Swing Line Lender shall make, any Dollar Committed Tranche Swing Line Loan if, after giving effect to the making of any such Dollar Committed Tranche Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b)Loan, clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving amount of the Available Dollar Working Capital Facility Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may would be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by the records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Debts arising under the Swing Line Loans.less

Swing Line Loans. (a) During the Revolving Commitment Availability Period, subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, agrees to make Swing Line Loans to Borrowers the Borrower in an the aggregate amount outstanding at any time up to but not exceeding the Swing Line Sublimit; provided, provided that after giving effect to the making of any Swing Line Loan and any participation that may result therefrom pursuant to the operation and effect of subsection (b), clause (iv) belowLoan, in no event shall (i) the Revolving Credit Exposure Total Utilization of Commitments exceed the aggregate Revolving Commitments and then in effect or (ii) unless otherwise agreed to in writing by the Aggregate Swing Line Lender, the aggregate amount of Swing Line Loans, Revolving Obligations Loans and Letters of any Credit issued by the Swing Line Lender exceed such the Swing Line Lender’s Revolving CommitmentCommitments hereunder; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed reborrowed during the Revolving Commitment Availability Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay . (b) Swing Line Loans shall be evidenced made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount; provided that a Swing Line Loan may be in an aggregate amount that is required to finance the reimbursement of a Letter of Credit drawing as contemplated by Section 2.4(d). (c) The Swing Line Lender may by written notice given to the records Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice shall specify the aggregate amount of the Swing Line Loans in which the Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice as provided above, to the Administrative Agent, for the account of the Swing Line Lender, provided such Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Lender acknowledges and agrees that, in making any Swing Line Loan, the Swing Line Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.2, unless, at least one Business Day prior to the time such Swing Line Loan was made, the Required Lenders or the Borrower shall have notified the Swing Line Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.2(b), (c) or (d) would not be satisfied if such Swing Line Loan were then made (it being understood and agreed that, in the event the Swing Line Lender shall have received any such notice, it shall have no obligation to make any Swing Line Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Lender further acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.6 with respect to Loans made by such Lender (and Section 2.6 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly upon remit to the Swing Line Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to . Any amounts received by the Swing Line Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower of its obligation to repay such Swing Line Loan. (d) The Swing Line Lender may resign as Swing Line Lender upon 30 days prior written notice to the Administrative Agent, the Lenders and the Borrower. The Swing Line Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent and the successor Swing Line Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swing Line Lender. At the time any such replacement or resignation shall become effective, (i) the Borrower shall prepay any outstanding Swing Line Loans made by the resigning or removed Swing Line Lender, (ii) upon such prepayment, the resigning or removed Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (iii) the Borrower shall issue, if so requested by the successor Swing Line Loan Lender, a new Swing Line Note to evidence the Debts arising under successor Swing Line Lender, in the principal amount of the Swing Line LoansSublimit then in effect and with other appropriate insertions. From and after the effective date of any such replacement or resignation, (x) any successor Swing Line Lender shall have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all previous Swing Line Lenders, as the context shall require.