Common use of Swing Line Loans Clause in Contracts

Swing Line Loans. (a) Subject to the terms 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.

Swing Line Loans. (ai) Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees in its sole discretion, in reliance upon the agreements of the other Senior Revolving Lenders set forth in this Section 2.04subsection (c), shall to make loans a portion of the Revolving Commitments available to any Borrower from time to time during the Revolving Availability Period by making Swing Line Loans to such Borrower in Dollars (each such loan, a “Swing Line Loan” and, collectively, the “Swing Line Loans”); provided that (A) 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 principal amount of the Swing Line SublimitLoans outstanding at any one time shall not exceed the Swing Line Committed Amount, (B) each Swing Line Borrowing shall be in an aggregate principal amount of $100,000 or any larger multiple of $100,000, (C) 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, (D) 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, (E) the Swing Line Committed Amount shall not exceed the aggregate of the Revolving Commitments then in effect, (F) no Swing Line Loans may be drawn on the Closing Date and (G) the Swing Line Lender shall not be under any obligation to make any Swing Line Loans if any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swing Line Lender (in its sole discretion) with the applicable Borrower or such Revolving Lender to eliminate the Swing Line Lenders’ actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Swing Line Loans then proposed to be made and all other 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 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 outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender’s other Revolving Outstandings, may exceed the amount of such Senior Lender’s its Revolving 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 . 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 LoanBorrowing may not be used, each Senior Lender shall be deemed toin whole or in part, and hereby irrevocably and unconditionally agrees to, purchase from the to refund any prior 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 PurposesBorrowing.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the each Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender severally agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) ), from time to time on any Business Day during the period from beginning on the Business Day after the Closing Date until the date which is one Business Day prior to but excluding the Termination 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 not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided that, 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, Loan (i) with respect to any Revolving Credit Lender, the sum Revolving Credit Exposure under its Participating Revolving Credit Commitments shall not exceed its aggregate Participating Revolving Credit Commitments (it being understood that with respect to a Swing Line Lender, its Swing Line Exposure for purposes of this clause (Ai) shall be deemed to be its Pro Rata Share (after giving effect when a Defaulting Lender shall exist to any reallocation effected in accordance with Section 2.25(c)) of the outstanding total Swing Line Exposure), (ii) with respect to any Revolving Credit Lender, the aggregate Outstanding Amount of the Revolving Credit Loans of such Lender, plus such Lender’s L/C Exposure, plus such Lender’s Pro Rata Share (after giving effect when a Defaulting Lender shall exist to any reallocation effected in accordance with Section 2.25(c)) of the Outstanding Amount of the Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect and (iii) with respect to any Swing Line Lender, the aggregate of its Swing Line Exposure (in its capacity as a Swing Line Lender and a Revolving Credit Lender), plus the aggregate principal amount of all Working Capital its outstanding Revolving Credit Loans and Swing Line Loans and (B) the Working Capital LC in its capacity as a Revolving Credit Lender), plus its L/C 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 its Revolving Credit 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 2.04borrow, repay under Section 4.03 (Repayment of prepay and reborrow Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate an ABR Loan. Immediately upon the making of a Swing Line LoanLoan by any Swing Line Lender, each Senior Participating Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the such Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to its Proportionate the product of such Lender’s Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender may, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04its discretion, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time Loans to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Borrowers in an aggregate amount not to exceed outstanding at any time outstanding the amount of up to but not exceeding 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 the making of any Swing Line LoanLoan 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 sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Revolving Credit Exposure shall not exceed the Working Capital Sublimit aggregate Revolving Commitments and (ii) the sum Aggregate Revolving Obligations of (A) any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the outstanding principal amount of Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Working Capital Loans and Swing Line Loans and (B) without duplication, all other amounts owed hereunder with respect to 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 Loans then outstanding Swing Line Loan. Within and 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 2.04Revolving 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 a Base Rate Loan. Immediately upon the making of a made solely to Swing Line Loan, each Senior Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be deemed toevidenced 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 hereby irrevocably and unconditionally agrees to, purchase from the deliver to Swing Line Lender a participation in such Swing Line Loan in an amount equal Note to its Proportionate Share of evidence the amount of such Debts arising under the Swing Line Loan. Swing Line Loans may only be used for Working Capital PurposesLoans.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.042.05, shall may in its sole discretion make loans to the Borrower (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 but excluding the Termination Date 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 principal amount of the Working Capital Revolving 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 (x) after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal aggregate amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure outstanding shall not exceed the Working Capital Sublimit aggregate Commitments of all Lenders, and (ii) the sum Revolving Credit Exposure of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure any Lender shall not exceed the Total such Lender’s Commitment; provided, further, that (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 2.042.05, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.08, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate an ABR 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject Swing Line Lender hereby agrees, subject to the terms and conditions limitations set forth herein, below with respect to the maximum amount of Swing Line LenderLoans permitted to be outstanding from time to time, in reliance upon the agreements to make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans Working Capital Loan Commitments available to the Borrower (each such loan, a “Swing Line Loan”) Company from time to time on any Business Day during the period from the Closing Date to but excluding the Working Capital Loan Commitment Termination Date by making Swing Line Loans to Company in an aggregate amount not to exceed at any time outstanding exceeding the amount of the Swing Line SublimitLoan Commitment to be used for the purposes identified in subsection 2.5B, 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 's outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) 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 reduction of the Working Capital LC Exposure Loan Commitments made pursuant to subsection 2.4B(ii) which reduces the aggregate Working Capital 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 to the amount of the Working Capital Loan Commitments, as so reduced, without any further action on the part of Company, Administrative Agent or Swing Line Lender. The Swing Line Loan Commitment shall expire on the Working Capital Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date; PROVIDED that the Swing Line Loan Commitment shall 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 Commitment Termination Date, 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 Sublimit 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 (iiwith a copy to Company), no later than 9:00 A.M. (Chicago time) on the sum first Business Day in advance of the proposed Funding Date, a notice (Awhich shall be deemed to be a Notice of Borrowing given by Company) the outstanding principal amount of all 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 by Working Capital Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (Bii) without duplicationon the day such Working Capital Loans are made, Swing Line Lender's Pro Rata Share of the LC Exposure Refunded Swing Line Loans shall not exceed the Total Commitment; provided, further, that the Borrower shall not use be deemed to be paid with the proceeds of any a Working Capital Loan made by Swing Line Loan to refinance any outstanding Lender, and such portion of the Swing Line Loan. Within Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under 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 Swing Line Note of Swing Line Loans) Lender but shall instead constitute part of Swing Line Lender's outstanding Working Capital Loans and reborrow shall be due under this Section 2.04. Each the Working Capital Note of Swing Line Lender and the participations of each Working Capital Lender in such Refunded Swing Line Loan shall be a Base Rate Loanextinguished 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, including the Working Capital 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 Working Capital Lenders in the manner contemplated by subsection 10.5. Immediately upon the making funding of a any Swing Line Loan, each Senior Working Capital Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender have purchased a participation in such outstanding Swing Line Loan Loans in an amount equal to its Proportionate Pro Rata Share of the principal amount of such Swing Line LoanLoans. Upon one Business Day's notice from Swing Line Lender, each Working Capital Lender shall deliver to Swing Line Lender an amount equal to its respective participation in any outstanding Swing Line Loans may only be used for in same day funds at the Funding and Payment Office. Each such amount so delivered by any Working Capital PurposesLender shall be deemed to be a Base Rate Working Capital Loan of such Working Capital Lender, and the Swing Line Lender'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. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding principal amount Applicable Revolving Credit Percentage of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (ix)(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 Total Revolving Credit Outstandings shall not exceed the Working Capital Sublimit Revolving Credit Facility at such time, and (ii) the sum Revolving Credit Exposure of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure any Revolving Credit Lender shall not exceed the Total such Lender’s Revolving Credit Commitment; provided, further, that (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 Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate Share the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.(b)

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements Lender shall make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans credit under the Working Capital Facility Commitments available to the Borrower Borrowers by making swing line loans (each such loanindividually, a “Swing Line Loan” and, collectively, the “Swing Line Loans”) to any Borrower in an amount requested by the Borrowers’ Agent on behalf of such Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that (including any such new Swing Line Loans), when aggregated with the outstanding principal Swing Line Lender’s Working Capital Facility Commitment Percentage of the Total Working Capital Facility Extensions of Credit, 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 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 CommitmentFacility Commitments would be less than zero; provided, however, provided further that after giving effect to any Swing Line LoanLoan requested by the Borrowers’ Agent, (i) each of the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) conditions set forth in Section 6.2 shall be satisfied or waived. During the Working Capital LC Exposure shall not exceed Facility Commitment Period, each Borrower may use that portion of the Working Capital Sublimit and (ii) Facility that is subject to 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 Sub-Limit by borrowing, repaying and reborrowing such portion, all in accordance with 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.

Swing Line Loans. (a) Subject to the terms 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 Lender agrees to make loans in Dollars to the Borrower Borrowers (each such loan, a “Swing Line Loan”) ), from time to time on any Business Day during the period from beginning on the Business Day after the Closing Date until the date which is one Business Day prior to but excluding the Termination 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 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 Pro Rata Share or other applicable share provided for under this Agreement of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior the Swing Line Lender’s Revolving Credit Commitment; providedprovided that, 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 Revolving Credit Exposure under such Participating Revolving Credit Commitments shall not exceed the Working Capital Sublimit aggregate Participating Revolving Credit Commitments, and (ii) the sum aggregate Outstanding Amount of the Revolving Credit Loans of any Lender (A) other than the outstanding principal amount 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 Working Capital Loans and 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 and (B) without duplication, the LC Exposure shall not exceed the Total Commitmentsuch Lender’s Participating Revolving Credit Commitment then in effect; provided, further, that the Borrower 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 Borrower Borrowers may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 Participating Revolving Credit 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 its Proportionate the product of such Lender’s Pro Rata Share of or other applicable share provided for under this Agreement times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject to the terms 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 Lender agrees to make loans Swing Line Loans to the Borrower (each such loanBorrowers, on a “Swing Line Loan”) joint and several basis as between the Borrowers, from time to time on any Business Day during prior to the period from the Closing Revolving Credit Maturity Date to but excluding the Termination Date in Dollars, in an aggregate principal amount not to exceed at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swing Line Loans exceeding the total Swing Line Commitment, (y) the outstanding Swing Line Loans of the Swing Line SublimitLender exceeding the Swing Line Lender’s Swing Line Commitment or (z) the Aggregate Revolving Credit Exposure exceeding the Total Revolving Credit Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, notwithstanding the fact that such Borrowers may borrow, prepay and reborrow Swing Line Loans. Notwithstanding anything to the contrary contained in this Section 2.23 or elsewhere in this Agreement, when aggregated with in the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior event that a Revolving Credit Lender acting as is a Defaulting Lender, no Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect Lender shall be required to issue or extend 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 unless any Fronting 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 duplicationin respect thereof, 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 after giving effect 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 extension of such Swing Line Loan. , may be reallocated among Non-Defaulting Lenders in accordance with Section 2.22(a)(iv) or, if such reallocation is not available in accordance with such Section, the Swing Line Lender has entered into arrangements satisfactory to it, in its sole discretion, and the Borrowers to eliminate the Swing Line Lender’s risk with respect to the participation in Swing Line Loans by all such Defaulting Lenders, which may only be used for Working Capital Purposesinclude prepaying such Swing Line Loans while any Fronting Exposure exists in relation thereto.

Swing Line Loans. (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 Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (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 but excluding the Termination Date 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 outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s '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 Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total 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 Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate the product of such Lender's Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements Lender shall make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans credit under the Revolving Facility Commitments available to the Borrower Borrowers by making swing line loans (each such loanindividually, a “Swing Line Loan” and, collectively, the “Swing Line Loans”) to any Borrower in an amount requested by the Borrowers’ Agent on behalf of such Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that (including any such new Swing Line Loans), when aggregated with the outstanding principal Swing Line Lender’s Revolving Facility Commitment Percentage of the Total Revolving Facility Extensions of Credit, 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 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 CommitmentAvailable Revolving Facility Commitments would be less than zero; provided, however, provided further that after giving effect to any Swing Line LoanLoan requested by the Borrowers’ Agent, (i) each of the sum conditions set forth in Section 6.2 shall be satisfied or waived. During the Revolving Facility Commitment Period, each Borrower may use that portion of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) Revolving Facility that is subject to 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 Sub-Limit by borrowing, repaying and reborrowing such portion, all in accordance with 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.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Bank of America, in its capacity as Swing Line Lender, may in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04its sole discretion, shall agree to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) ), from time to time on any Business Day during the period from beginning on the Closing Date to but excluding and until the Termination 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 principal amount Pro Rata Share of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Swing Line Lender’s Revolving Credit Commitment; providedprovided that, 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 Revolving Credit Exposure shall not exceed the Working Capital Sublimit aggregate Revolving Credit Commitment and (ii) the sum aggregate Outstanding Amount of the Revolving Credit Loans of any Lender (A) other than the outstanding principal amount relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitmentsuch Lender’s Revolving Credit Commitment then in effect; provided, further, 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 prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 Revolving Credit 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 its Proportionate the product of such Lender’s Pro Rata Share of times the amount of such Swing Line Loan. Notwithstanding the foregoing, before making any Swing Line Loans (if at such time any Revolving Credit Lender is a Defaulting Lender), the applicable Swing Line Lender may only 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, a security interest in all such Cash Collateral and all proceeds of the foregoing. Such Cash Collateral shall be used 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 Working Capital Purposesthe 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. (a) Subject to the terms and conditions set forth hereinhereof, the Dollar Swing Line Lender, in reliance upon the agreements Lenders shall make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans credit under the Dollar Working Capital Facility Commitments available to the Borrower Borrowers by making swing line loans (each such loanindividually, a “Dollar Swing Line Loan” and, collectively, the “Dollar Swing Line Loans”) to the applicable Borrower from time to time on any Business Day in United States Dollars during the period from the Closing Date to but excluding the Termination Date Commitment Period in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding the amount of the Dollar Swing Line Sublimit, notwithstanding the fact Loan Sub-Limit then in effect; provided 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 (Ax) the outstanding Dollar Swing Line Exposure of such Swing Line Lender, (y) the aggregate principal amount of all outstanding Dollar Working Capital Facility Loans and made by such Swing Line Loans Lender (in its capacity as a Dollar Working Capital Facility Lender) and (Bz) the Dollar L/C Exposure of such Swing Line Lender (in its capacity as a Dollar Working Capital LC Exposure shall Facility Lender) may not exceed the such Swing Line Lender’s Dollar Working Capital Sublimit and Facility Commitment then in effect, (ii) the sum 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 (A) such Dollar Swing Line Loan, the outstanding principal aggregate amount of all the Available Dollar Working Capital Loans Facility Commitments would be less than zero and (iii) in no event shall any Dollar Swing Line Lender be required to make Swing Line Loans and (B) without duplicationin excess of $35,000,000 unless agreed by such Dollar Swing Line Lender; provided further that, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of after giving effect to any Dollar Swing Line Loan to refinance requested by any outstanding 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. Within Loan Sub-Limit by borrowing, repaying and reborrowing, all in accordance with 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.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (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 but excluding the Termination Date 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 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 Total Outstandings shall not exceed the Working Capital Sublimit and Aggregate Commitments, (ii) the sum aggregate Outstanding Amount of the Revolving Loans of any Lender (A) other than the outstanding principal amount Swing Line Lender), plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and 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 (Biii) without duplicationthe aggregate Outstanding Amount of the Revolving Loans of the Swing Line Lender, plus the LC Exposure 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 Total 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 subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender’s Applicable Percentage under the Facility times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.(b)

Swing Line Loans. (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 Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (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 but excluding the Termination Date 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 outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s '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) Amount Outstanding under the Working Capital LC Exposure Capital/Distribution Subfacility shall not exceed the Aggregate Commitments under the Working Capital Sublimit Capital/Distribution Subfacility, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans under the Working Capital/Distribution Subfacility of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total 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 Borrower may borrow under this Section 2.15, prepay under Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.042.15. Each Swing Line Loan shall be a Base Rate LoanLoan and shall be outstanding for no longer than five (5) Business Days. 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate the product of such Lender's Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line Lender, Lender severally agrees to make swing line loans in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower Dollars (each such loanindividually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to any Swing Line Borrower from time to time on any Business Day during the period 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 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 Closing Date 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 in an aggregate amount not to exceed at any time outstanding the amount of the Date, reborrowed. All Swing Line Sublimit, notwithstanding the fact that such Loans shall at all times be ABR Loans. The relevant Swing Line Loans, when aggregated with Borrower shall give the outstanding principal amount Administrative Agent irrevocable notice 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 LoanLoans requested hereunder (which notice must be received by the Administrative Agent prior to 11:00 a.m., (iNew York City time, on the requested Borrowing Date) the sum of specifying (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans to be borrowed, and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum requested Borrowing Date. Upon receipt of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplicationsuch notice, the LC Exposure Administrative Agent 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, promptly notify each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in of the aggregate amount of such Swing Line Loan in an amount equal to its Proportionate Share borrowing and of the amount of such Swing Line LoanLender’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 may only 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 used for Working Capital Purposesimmediately 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 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 lesser of (i) $20,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) the aggregate amount of the then Available Swing Line Commitments.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line LenderBank agrees, in reliance upon the agreements of the other Senior Lenders Banks set forth in this Section 2.042.4, shall to make loans to the Borrower (each such loan, a “Swing Line Loan”) to Borrower from time to time on any Domestic Business Day during the period from the Closing Date prior 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 Commitment Percentage of the Working Capital Loans and the Working Capital LC Exposure Outstanding Credit of the Senior Lender Bank acting as Swing Line LenderBank, may exceed the amount of such Senior LenderBank’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum Outstanding Credit shall not exceed the lesser of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans Borrowing Base, and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit Total Commitment, and (ii) the sum of (A) the aggregate outstanding principal amount balance of all Working Capital the Loans and of any Bank (other than Swing Line Loans and (B) without duplicationBank), plus such Bank’s Commitment Percentage of the LC aggregate Letter of Credit Exposure, plus such Bank’s Commitment Percentage of the aggregate Swing Line Exposure shall not exceed the Total such Bank’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 Borrower may borrow under this Section 2.042.4, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow amounts borrowed under this Section 2.042.4 and request new Borrowings under this Section 2.4. Each Swing Line Loan shall be a an Adjusted Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Bank a risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Bank’s Commitment Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, but shall not be obligated to, make loans in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower 2.04 in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure Letter of Credit Obligations of the Senior Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Senior Revolving Credit Lender’s Revolving Credit 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 Total Revolving Credit Outstandings shall not exceed the Working Capital Sublimit Maximum Borrowing Amount, and (ii) the sum Revolving Credit Exposure of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure any Revolving Credit Lender shall not exceed the Total such Revolving Credit Lender’s Revolving Credit Commitment; , and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limitslimits and subject to the discretion of the Swing Line Lender to make Swing Line Loans, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06(a)(ii), 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 Revolving Credit 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 its Proportionate Share the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.(b)

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the each Swing Line Lender, in reliance upon the agreements of the other Senior Working Capital Lenders set forth in this Section 2.042.07 (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 period from the Closing Date to Working Capital Availability Period (but excluding the Termination Date Date) in an aggregate amount such that the outstanding amount of Swing Line Loans issued by all Swing Line Lenders shall not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such the Commitment Exposure for any 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 Working Capital Lender’s Working Capital Debt Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of aggregate Commitment Exposure for all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Lenders shall not exceed the Aggregate 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 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 2.042.07 (Swing Line Loans), repay under Section 4.03 (Repayment of Swing Line Loans.) and reborrow under this Section 2.042.07 (Swing Line Loans). Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Working Capital Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the each Swing Line Lender a participation in such Swing Line Lender’s Swing Line Loan in an amount equal to its Proportionate Share 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 Loans may only be used for Loan if such Working Capital PurposesLender’s Commitment Exposure would exceed its Working Capital Debt Commitment as a result of such participation.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line LenderBank may, in reliance upon the agreements of the other Senior Lenders Banks set forth in this Section 2.042.4, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) to Borrower from time to time on any Domestic Business Day during the period from the Closing Date prior 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 Commitment Percentage of the Working Capital Loans and the Working Capital LC Exposure Outstanding Credit of the Senior Lender Bank acting as Swing Line LenderBank, may exceed the amount of such Senior LenderBank’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum Outstanding Credit shall not exceed the lesser of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans Borrowing Base, and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit Total Commitment, and (ii) the sum of (A) the aggregate outstanding principal amount balance of all Working Capital the Loans and of any Bank (other than Swing Line Loans and (B) without duplicationBank), plus such Bank’s Commitment Percentage of the LC aggregate Letter of Credit Exposure, plus such Bank’s Commitment Percentage of the aggregate Swing Line Exposure shall not exceed the Total such Bank’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 Borrower may borrow under this Section 2.042.4, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow amounts borrowed under this Section 2.042.4 and request new Borrowings under this Section 2.4. Each Swing Line Loan shall be a an Adjusted Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Bank a risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Bank’s Commitment Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the U.K. Swing Line Lender, in reliance upon the agreements of the other Senior U.K. Lenders set forth in this Section 2.04, shall agrees to make loans to the Borrower (each such loan, a “U.K. Swing Line Loan”) to any U.K. Borrower in Dollars, Euros, or Sterling from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date U.K. Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.K. 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, howeverthat, that (A) after giving effect to any U.K. Swing Line Loan, (i1) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total U.K. Outstandings shall not exceed the Working Capital Sublimit 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 (ii3) the sum Dollar Equivalent of (A) the aggregate amount of the outstanding principal amount of all Working Capital Loans and U.K. Swing Line Loans and (B) without duplication, issued by the LC Exposure U.K. Swing Line Lender shall not exceed the Total U.K. Swing Line Lender’s U.K. Swing Line Commitment; provided, further, that the (B) no U.K. Borrower shall not use the proceeds of any U.K. Swing Line Loan to refinance any outstanding U.K. Swing Line Loan, and (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, the each U.K. Borrower may borrow U.K. Swing Line Loans under this Section 2.042.04(a)(iii), repay under Section 4.03 (Repayment of prepay U.K. Swing Line Loans) Loans pursuant to Section 2.05, and reborrow U.K. Swing Line Loans under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan2.04(a)(iii). Immediately upon the making of a U.K. Swing Line Loan, each Senior U.K. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.K. Swing Line Lender a risk participation in such U.K. Swing Line Loan in an amount equal to its Proportionate Share the product of such U.K. Lender’s Applicable Percentage times the amount of such U.K. Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (ai) Subject to The Swing Line Lender agrees, on the terms and subject to the conditions set forth hereinherein and in the other Finance Documents, the Swing Line Lender, in reliance upon the agreements to make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans 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) 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 principal amount of the Swing Line SublimitLoans 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 outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender’s other Revolving Outstandings, may exceed the amount of such Senior Lender’s exceeds its Revolving 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 . 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 LoanBorrowing may not be used, each Senior Lender shall be deemed toin whole or in part, and hereby irrevocably and unconditionally agrees to, purchase from the to refund any prior 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 PurposesBorrowing.

Swing Line Loans. (a) Subject to During the terms and conditions set forth hereinAvailability Period, 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 Swing Line Lender agrees to make Swing Line Loans to the Borrower may borrow under this Section 2.04in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided that after giving effect to the making of any Swing Line Loan, repay under Section 4.03 in no event shall (Repayment i) the Total Utilization of Commitments exceed the Aggregate Available Commitment Amount then in effect or (ii) unless otherwise agreed to in writing by the Swing Line Lender, the aggregate amount of Swing Line Loans) , Revolving Loans and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making Letters of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Credit issued by the Swing Line Lender exceed the Swing Line Lender’s Aggregate Available Commitment Amount hereunder; provided that the Swing Line Lender shall not be required to make a participation in such Swing Line Loan in to refinance an amount equal to its Proportionate Share of the amount of such outstanding Swing Line Loan. Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed during the Availability Period. The Swing Line Lender’s Commitment shall expire on the Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Commitments shall be paid in full no later than such date. Swing Line Loans shall be 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 only be used for Working Capital Purposesin an aggregate amount that is required to finance the reimbursement of a Letter of Credit drawing as contemplated by Section 2.4(d).

Swing Line Loans. (a) Subject On any Business Day until and excluding the Business Day preceding the Maturity Date for the Initial Revolving Credit Facility, subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees to make Swing Line Loans to the Borrower, 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 aggregate amount up to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of exceeding the Swing Line Sublimit; provided that the Swing Line Lender shall not make any Swing Line Loans if, notwithstanding as of the fact that date of and after giving effect to such Swing Line Loans, when aggregated with Loan 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 Total Revolving Credit Outstandings would exceed the amount of such Senior Lender’s Commitmentaggregate Revolving Credit Facility; providedprovided that, however, that after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Initial Revolving Credit Loans of any Lender (iincluding any exposure under outstanding Swing Line Loans), plus such Lender’s Pro Rata Share (under the Initial Revolving Credit Facility) of the sum of (A) the outstanding principal amount Outstanding Amount of all Working Capital 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 2.04 may be repaid and reborrowed prior to the Maturity Date for the Initial Revolving Credit Facility. The Swing Line Lender’s Commitment to make Swing Line Loans shall expire on the latest Maturity Date with respect to the Revolving Credit Facility and all Swing Line Loans and (B) all other amounts owed hereunder with respect to 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 Loanbe paid in full no later than such date. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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.

Swing Line Loans. (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 Senior Lenders set forth in this Section 2.042.05, shall make loans to the Borrower in Dollars (each such loan, a “Swing Line Loan”) to any Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 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 (x) after giving effect to any Swing Line Loan, (i) the sum of Total Outstandings shall not exceed the Aggregate Commitments, (Aii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and (iii) the aggregate outstanding principal amount of all Working Capital Loans and made by the Swing Line Loans and Lender plus the aggregate L/C Obligations owing to the Swing Line Lender (Bor any of its Affiliates) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and such Lender’s Commitment, (iiy) 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 such Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanLoan 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 each Borrower may borrow under this Section 2.042.05, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06, and reborrow under this Section 2.042.05. 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.042.05, shall to make loans to the Borrower (each such loan, a “"Swing Line Loan”") to the Company from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s '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 Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Commitment; , and provided, further, that the Borrower 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 Borrower Company may borrow under this Section 2.042.05, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06, and reborrow under this Section 2.042.05. 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender's Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (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 Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (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 but excluding the Termination 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 principal amount Outstanding Amount of Revolving Loans of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line LenderLender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Senior Lender’s 's Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount aggregate Outstanding Amount of all Working Capital Loans and Revolving Loans, Swing Line Loans and (B) the Working Capital LC Exposure L/C Obligations shall not exceed the Working Capital Sublimit and Aggregate Revolving Commitments and, (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Revolving Commitment; , and provided, further, that the Borrower Swing Line Lender shall not use the proceeds of make any Swing Line Loan to refinance any an 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 prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05 hereof, 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate the product of such Lender's Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon the agreements on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis to consider making, a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans Elected Line Amount available to the Borrower by making swing line loans (each such loanindividually, a “"Swing Line Loan”" and, together with any amounts allocated to Swing Line Loans pursuant to Section 12.4(b), collectively, the "Swing Line Loans") to the Borrower on same day notice from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Funding Request Period in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding the amount of the Swing Line SublimitCap; provided that, notwithstanding (i) the fact that such aggregate principal amount of Swing Line LoansLoans outstanding at any time, 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's Stated Percentage of the Total Extensions of Credit, may not exceed the amount of such Senior Swing Line Lender’s Commitment; provided's Maximum Credit Limit then in effect, however(ii) the Borrower shall not request, that and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to any the making of such Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans Borrowing Base Availability would be less than zero and (Biii) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit with respect to each Lender (other than a Declining Lender), and (ii) the sum after giving effect to such Lender's Stated Percentage 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 such Swing Line Loan, such Lender's Extensions of Credit do not exceed such Lender's Maximum Credit Limit. Within During the foregoing limitsFunding Request Period, the Borrower may use the Swing Line Cap by borrowing, repaying and subject to reborrowing, all in accordance with the other terms and conditions hereof, the Borrower may borrow under this including, without limitation, 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 Purposes4.5.

Swing Line Loans. (ai) Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Revolving Lenders set forth in this Section 2.04SUBSECTION (e), shall to make loans a portion of the Revolving Commitments available to the Borrower Company from time to time during the Availability Period by making Swing Line Loans to the Company in Dollars (each such loan, a “Swing Line Loan”"SWING LINE LOAN" and, collectively, the "SWING LINE LOANS"); PROVIDED that (A) 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 principal amount of the Swing Line SublimitLoans 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 outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender's other Revolving Outstandings, may exceed the amount of such Senior Lender’s exceeds its Revolving 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 . 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 LoanBorrowing may not be used, each Senior Lender shall be deemed toin whole or in part, and hereby irrevocably and unconditionally agrees to, purchase from the to refund any prior 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 PurposesBorrowing.

Swing Line Loans. (a) Subject For the convenience of the parties and as an integral part of the transactions contemplated by the Loan Documents, Swing Line Lender may make any requested Loan of $250,000 or a greater integral multiple thereof, subject to the those terms and conditions applicable to Loans set forth hereinin clauses (a), (b), and (c) of the first sentence of Section 5.2, directly to Borrower as a Swing Line Loan without requiring any other Lender to fund its ratable portion thereof unless and until Section 2.2(c) is applicable; provided that: (i) each such Swing Line Loan must occur on a Business Day prior to, and not on or after, the Termination Date; (ii) the aggregate Swing Principal Debt outstanding on any date of determination shall not exceed the Swing Line Lender, Commitment then in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower effect; (each such loan, a “Swing Line Loan”iii) from time to time on any Business Day during date of determination, the period from Commitment Usage shall never exceed the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Commitments of Lenders; (iv) on any date of determination, each Lender’s Commitment Percentage of the Commitment Usage (including any such Lender’s participation in 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 any LC Exposure of the Senior Lender acting as Swing Line Lender, may Exposure) shall not exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (iv) 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 such Swing Line Loan shall not be used to refinance any outstanding Swing Line Loan. Within ; (vi) each Swing Line Loan shall bear interest at a rate per annum equal to the foregoing limitslesser of (x) the Money Market Rate, and subject (y) the Maximum Rate; provided further that at any time after Lenders are required to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of fund their participations in any Swing Line LoansLoan pursuant to Section 2.2(c), such Loan shall bear interest at the Post-Default Rate; and (vii) and reborrow under this Section 2.04. Each no additional Swing Line Loan shall be a Base Rate Loan. Immediately upon made at any time after any Lender has refused, notwithstanding the making requirements of a Section 2.2(c), to fund its participation in any Swing Line Loan, each Senior Lender shall be deemed toLoan as provided in such Section, and hereby irrevocably and unconditionally agrees to, purchase from until such funding shall occur or until 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 Purposeshas been repaid.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (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 but excluding the Termination Date 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 outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Revolving Loans and the Working Capital LC Exposure L/C Obligations of the Senior Revolving Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s 's Revolving 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 Total Revolving Outstandings shall not exceed the Working Capital Sublimit Aggregate Revolving Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Loans of any Revolving Lender, plus such Revolving Lender's Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Revolving Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Revolving 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 Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 Revolving 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 its Proportionate the product of such Revolving Lender's Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (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 Senior Revolving Lenders set forth in this Section 2.042.06, shall make loans to the Borrower (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 but excluding the Termination Date 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 outstanding principal amount Revolving Percentage of the Working Capital Outstanding Amount of Revolving Loans and the Working Capital LC Exposure Letter of Credit Obligations of the Senior Revolving Lender acting as Swing Line Lender, may exceed the amount of such Senior Revolving Lender’s Revolving 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 Revolving Principal Obligation shall not exceed the Working Capital Sublimit and Maximum Revolving Commitment, (ii) the sum aggregate Revolving Credit Exposure of any Revolving Lender at such time shall not exceed such Revolving Lender’s Revolving Commitment, (Aiii) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure Revolving Principal Obligation shall not exceed the Available Revolving Amount, (iv) prior to the Collateral Termination Date, the Total CommitmentExposure 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 Borrower may borrow under this Section 2.042.06, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.09, and reborrow under this Section 2.042.06. Each Swing Line Loan shall be a Base Rate Loan. Each Swing Line Loan shall be due and payable within ten (10) Business Days of the date such 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, each Senior Revolving 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 its Proportionate Share the product of such Revolving Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (ai) Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Revolving Lenders set forth in this Section 2.04clause (c), shall to make loans a portion of the Revolving Commitments available to the Borrower from time to time during the Revolving 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) 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 principal amount of the Swing Line SublimitLoans outstanding at any one time shall not exceed the Swing Line Committed Amount, (B) each Swing Line Borrowing shall be in an aggregate principal amount of $100,000 or any larger multiple of $100,000, (C) 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, (D) 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, (E) the Swing Line Committed Amount shall not exceed the aggregate of the Revolving Commitments then in effect, (F) no Swing Line Loans may be drawn on the Closing Date or the Revolving Termination Date and (G) the Swing Line Lender shall not be under any obligation to make any Swing Line Loans if any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Swing Line Lender 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 Revolving Lender to eliminate the Swing Line Lenders’ actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Swing Line Loans then proposed to be made and all other 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 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 outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender’s other Revolving Outstandings, may exceed the amount of such Senior Lender’s its Revolving 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 . 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 LoanBorrowing may not be used, each Senior Lender shall be deemed toin whole or in part, and hereby irrevocably and unconditionally agrees to, purchase from the to refund any prior 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 PurposesBorrowing.

Swing Line Loans. (a) Subject to the terms 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 may in its sole discretion make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations 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 Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments at such time, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and Swing Line Loans and (B) without duplicationthat are participated to such Lender, plus such Lender’s Applicable Percentage of the LC Exposure Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, (y) the Total Commitment; provided, further, that the Borrower 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 Borrower Borrowers may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line Lender, Lender severally agrees to make swing line loans in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower Dollars (each such loanindividually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to any Swing Line Borrower from time to time on any Business Day during the period 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 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 Closing Date 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 in an aggregate amount not to exceed at any time outstanding the amount of the Date, reborrowed. All Swing Line Sublimit, notwithstanding the fact that such Loans shall at all times be ABR Loans. The relevant Swing Line Loans, when aggregated with Borrower shall give the outstanding principal amount Administrative Agent irrevocable notice 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 LoanLoans requested hereunder (which notice must be received by the Administrative Agent prior to 11:00 A.M., (iNew York City time, on the requested Borrowing Date) the sum of specifying (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans to be borrowed, and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum requested Borrowing Date. Upon receipt of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplicationsuch notice, the LC Exposure Administrative Agent 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, promptly notify each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in of the aggregate amount of such Swing Line Loan in an amount equal to its Proportionate Share borrowing and of the amount of such Swing Line LoanLender’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 may only 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 used for Working Capital Purposesimmediately 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 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 lesser of (i) $20,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) the aggregate amount of the then Available Swing Line Commitments.

Swing Line Loans. (a) Subject Swing Line Lender hereby agrees, subject to the terms and conditions limitations set forth herein, below with respect to the maximum aggregate amount of all Swing Line LenderLoans outstanding from time to time, in reliance upon the agreements to make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans Revolving Loan Commitments available to the Borrower (each such loan, a “Swing Line Loan”) Company from time to time on any Business Day during the period from the Closing Effective Date to but excluding the Revolving Loan Commitment Termination Date by making Base Rate Loans as Swing Line Loans to Company in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitLoan Commitment, to be used for the purposes identified in subsection 2.5B, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount sum 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 's outstanding principal amount of all Working Capital Revolving Loans and Swing Line Loans and (B) Lender's Pro Rata Share of the Working Capital LC Exposure shall not Letter of Credit Usage then in effect, may exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal Swing Line Lender's Revolving Loan Commitment. The original amount of the Swing Line Loan Commitment is $5,000,000; provided that the amounts of the Swing Line Loan Commitment are subject to reduction as provided in clause (b) of the next paragraph. The Swing Line Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Working Capital Loans and Swing Line Loans and (Ball other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(iv) without duplicationmay be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Notwithstanding anything contained herein to the contrary, the LC Exposure shall not exceed Swing Line Loans, and 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 Commitment shall be subject to the other terms and conditions hereof, following limitations in 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.amounts indicated:

Swing Line Loans. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions set forth herein, the Swing Line LenderLender may, in its discretion and in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.01(c) and Section 2.04, shall make revolving credit loans to (the Borrower (each such loan, a “Swing Line LoanLoans”) from time to time the Parent Borrower on any Business Day during Day; provided, that (i) the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the principal amount of the Swing Line Sublimit, notwithstanding Loans shall not exceed ten percent (10%) of the fact that such Aggregate Revolving Committed Amount (the “Swing Line LoansCommitted Amount”), when aggregated (ii) with respect to the outstanding Revolving Lenders collectively, the aggregate 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 Revolving Obligations shall not exceed the Working Capital Sublimit lesser of (x) the Aggregate Revolving Committed Amount and (iiy) the sum of Borrowing Base Amount on such date, (Aiii) 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 Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanLoan and (iv) the Total Outstandings shall not exceed the Borrowing Base Amount on such date. Within the foregoing limitsSwing Line Loans shall be comprised solely of Base Rate Loans, and subject to may be repaid and reborrowed in accordance with the other terms and conditions provisions 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 Revolving Lender shall be deemed to, 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 its Proportionate Share of the amount product of such Lender’s Revolving Commitment Percentage thereof. No Swing Line LoanLoan shall remain outstanding for longer than five (5) Business Days. The Swing Line Loans may only Lender shall endeavor to (but be used for Working Capital Purposesunder no obligation to) promptly notify the Parent Borrower if it has suspended the availability of Swing Line Loans.

Swing Line Loans. (ai) Subject to Solely for ease of administration of the terms and conditions set forth hereinRevolving Credit Loans, the Swing Line LenderLender 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 reliance upon its sole discretion and without conferring with the agreements Lenders, make Swing Line Loans to the Borrower by entry of credits to the other Senior Lenders Borrower's operating account(s) with the Swing Line 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 the making of such Swing Line 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 2.04, shall make loans 2.01 and the requirements that 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 provisions of this Section 2.01(c) shall be conclusive and binding on the Borrower (each absent manifest error or such loan, a “Swing Line Loan”Lender's gross negligence or willful misconduct. The Swing Line Loans shall be evidenced by the 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) from time of such Swing Line Loans on each Settlement Date and, in the event the Swing Line Lender chooses not to time fund all Base Rate Loans requested on any Business Day during date, to fund its Percentage Share of the period from Base Rate Loans requested, subject to satisfaction of the Closing Date provisions hereof relating to but excluding the Termination Date in an aggregate amount not making of Base Rate Loans. Prior to exceed 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 any time its election, to prepay the 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 Lendera whole or in part, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to at 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) time 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 Purposespenalty or premium.

Swing Line Loans. (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 Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the period from (other than the Closing Date Date) prior to but excluding the Termination 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 principal amount Pro Rata Share of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Credit Loans of any other Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all 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 Loansuch Lender’s Revolving Credit Commitment then in effect. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate the product of such Lender’s Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinof this Agreement, the each Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04on a several and not joint basis, shall agrees to make loans to the Borrower Company (collectively the “Swing Line Loans” and individually 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 Dollars in accordance with this Section 2.4 in an aggregate amount not to exceed at any time outstanding exceeding the amount lesser of $50,000,000 and the aggregate Revolving Commitment (the “Swing Line Sublimit”); provided that, 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 the making of each Swing Line Loan, (ia) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC aggregate Revolving Credit Exposure shall not exceed the Working Capital Sublimit and aggregate Revolving Commitment, (iib) unless otherwise agreed by the sum of (A) the outstanding principal amount of all Working Capital Loans and applicable Swing Line Loans and (B) without duplicationLender in its sole discretion, the LC such Swing Line Lender’s Revolving Credit Exposure shall not exceed the Total Commitment; providedsuch Swing Line Lender’s Revolving Commitment (in its capacity as a Revolving Lender), further, that the Borrower (c) each Revolving Lender’s Revolving Credit Exposure shall not use exceed such Revolving Lender’s Revolving Commitment. All Swing Line Loans shall be made ratably among all of the proceeds Swing Line Lenders. Amounts borrowed under this Section 2.4 may be borrowed, repaid and reborrowed until the Revolving Maturity Date; provided that all outstanding Swing Line Loans shall be due and payable in full upon the earliest of (x) any borrowing of Revolving Loans, (y) the date that is five Business Days after the making of such Swing Line Loan and (z) the Revolving Maturity Date. The failure of any Swing Line Loan Lender 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 make its ratable portion of Swing Line Loans) and reborrow under this Section 2.04. Each a 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 not relieve any other Swing Line Lender a participation in of its obligation hereunder to make its ratable portion of such Swing Line Loan in an amount equal to its Proportionate Share of on the amount date of such Swing Line Loan. , but no Swing Line Loans may only Lender shall be used responsible for Working Capital Purposesthe 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. (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 Senior Lenders set forth in this Section 2.042.4, shall may in its sole discretion make loans to the Borrower (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 but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations 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 Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total 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 Borrower may borrow under this Section 2.042.4, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.5 and reborrow under this Section 2.042.4. Each For so long as CFC is the Swing Line Lender, each Swing Line Loan shall bear interest at the CFC Rate; otherwise, 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.(b)

Swing Line Loans. (ai) Subject to The Swing Line Lender agrees, on the terms and subject to the conditions set forth hereinherein and in the other Loan Documents and, the Swing Line Lendersubject to Section 2.17(a)(vi), in reliance upon the agreements to make a portion of the other Senior Lenders set forth Revolving Commitments available to the Borrower from time to time during the Availability Period by making loans in this Section 2.04, shall make loans Dollars or Euro to the Borrower (each such loan, a “Swing Line Loan” and, collectively, the “Swing Line Loans”); provided that (A) 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 principal amount of the Swing Line Loans outstanding at any one time shall not exceed the Swing Line Committed Amount, (B) with respect to each Lender individually, such Lender’s outstanding Revolving Loans plus its Participation Interests in outstanding Swing Line Loans (other than the Swing Line Lender in its capacity as such) plus its Participation Interests in outstanding L/C Obligations (other than an L/C Issuer’s in its capacity as such) shall not at any time exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount, (C) with respect 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, (D) the Swing Line Committed Amount shall not exceed the aggregate of the Revolving Commitments then in effect, (E) with respect to each Lender individually, such Lender’s outstanding Foreign Currency Revolving Loans plus its Participation Interests in outstanding Foreign Currency Swing Line Loans (other than the Swing Line Lender in its capacity as such) plus its outstanding Euro L/C Obligations (other than an L/C Issuer’s in its capacity as such) shall not at any time exceed such Lender’s Foreign Currency Sublimit and (F) with respect to the Revolving Lenders collectively, the sum of the aggregate principal amount of Foreign Currency Swing Line Loans outstanding plus the aggregate amount of the Foreign Currency Revolving Loans outstanding plus the aggregate amount of the Euro L/C Obligations outstanding shall not exceed the Maximum Foreign Currency Sublimit, . Swing Line Loans denominated in Dollars shall be made and maintained as Base Rate Loans and Foreign Currency Swing Line Loans shall be made and maintained as Eurodollar Loans and shall bear interest at EURIBOR plus the Applicable Margin for Eurodollar Revolving Loans. Swing Line Loans 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 outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender’s other Revolving Outstandings, may exceed the amount of such Senior Lender’s exceeds its Revolving 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 . 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 LoanBorrowing may not be used, each Senior Lender shall be deemed toin whole or in part, and hereby irrevocably and unconditionally agrees to, purchase from the to refund any prior 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 PurposesBorrowing.

Swing Line Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth hereinin this Agreement and the other Loan Documents, the Swing Line LenderLender may, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04its sole and absolute discretion, shall make loans available to the Borrower (each such loan, a “Swing Line Loan”) at any time and from time to time on any Business Day during the period from the Closing Date to but excluding through and including the Termination Date in an Business Day immediately preceding the earlier of (i) the date upon which the aggregate amount not to exceed at any time outstanding the amount unpaid principal balance of the Swing Line SublimitLoans become due and payable by demand or (ii) the Expiry Date, notwithstanding the fact that such by making Swing Line Loans, when aggregated with Loans to the outstanding Borrower in Dollars in an aggregate principal amount of not exceeding at any one time outstanding Twenty-Five Million and 00/100 Dollars ($25,000,000.00) (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 CommitmentLoan Facility"); provided, however, that after giving effect the sum of (i) the aggregate principal amount of the Swing Line Lender's Swing Line Loans outstanding, plus (ii) the Dollar Equivalent principal amount of all Revolving Credit Loans outstanding of all the Banks, plus (iii) and the aggregate Dollar Equivalent amount of Letters of Credit Outstanding at any one time shall not exceed the aggregate amount of the Revolving Credit Facility Commitment as the same may be increased from time to any time pursuant to Section 2.21. If not sooner paid, each Swing Line Loan, all unpaid interest thereon and all other 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 sum of (A) the outstanding principal amount of all Working Capital Loans and date such Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and Loan was made, (ii) the sum of demand or (Aiii) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and Expiry Date, without notice, presentment or demand (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 Loanunless payable by demand). Within the foregoing limitslimits of time and amount set forth in this Section 2.03.1, and subject to the other terms and conditions hereofprovisions of this Agreement including, without limitation, the Swing Line Lender's right to demand repayment of the Swing Line Loans at any time with or without the occurrence of an Event of Default, Borrower may borrow under this Section 2.04borrow, 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 Purposes2.02.1.

Swing Line Loans. (a) Subject to During the terms and conditions set forth hereinRevolving Commitment Period, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, Lender shall make revolving credit loans (the “Swing Line Loans”) in Dollars to the Borrower on any Business Day; provided that (each i) the aggregate principal amount of Swing Line Loans shall not exceed an amount equal to $25,000,000 (as such loanamount may be adjusted in accordance with the provisions hereof, a the “Swing Line LoanCommitted Amount”) 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 Revolving Commitment Percentage of the Working Capital Loans and the Working Capital LC Exposure Revolving Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (iii) with respect to the sum of (A) Revolving Lenders collectively, the outstanding aggregate principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Revolving Obligations shall not exceed the Working Capital Sublimit and Aggregate Revolving Committed Amount, (iiiii) 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 Loan and (iv) 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 Lender shall not be under this Section 2.04. Each any obligation to make any Swing Line Loan if it shall determine (which determination shall be a Base conclusive and binding absent manifest error) that it has, or by such Borrowing may have, Fronting Exposure. Swing Line Loans shall be Daily Floating Eurodollar Rate LoanLoans, and may be repaid and reborrowed in accordance with the provisions hereof. Immediately upon the making of a Swing Line Loan, each Senior Revolving Lender shall be deemed to, 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 its Proportionate Share of the amount product of such Revolving Lender’s Revolving Commitment Percentage thereof. No Swing Line Loan. Swing Line Loans may only be used Loan shall remain outstanding for Working Capital Purposeslonger than five (5) Business Days.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the each Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (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 but excluding the Revolving Credit Commitment Termination Date of such Swing Line Lender in an aggregate amount not to exceed at any time outstanding the amount of such Swing Line Lender’s Swing Line Commitment or 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 aggregate Outstanding Amount shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total 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 and provided, further, that no Swing Line Lender shall 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 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 terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each The Borrower will have the option to choose whether the Swing Line Loan shall be is a (1) Base Rate Loan, or a (2) Daily Floating Eurodollar 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 applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to its Proportionate the product of such Lender’s Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the The Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (each such loan, a “Swing Line Loan” and collectively, the “Swing Line Loans”) to the Borrower from time to time on any one or more Business Day during Days from and after the period from Restatement Date through the Closing Maturity Date applicable to but excluding the Termination Date in an Line of Credit Loans. The aggregate outstanding principal amount of Swing Line Loans must not to exceed at any time outstanding the amount of exceed the Swing Line Sublimit, notwithstanding the fact that such and no Swing Line Loans, when aggregated with Loans may be made to the extent that the sum of (i) the aggregate outstanding principal amount of the Working Capital Loans and Line of Credit Loans, (ii) the Working Capital LC Exposure aggregate outstanding amount of the Senior Lender acting as LC Obligations and (iii) the aggregate outstanding principal amount of all Swing Line Lender, may Loans would exceed either the amount Borrowing Base or the aggregate Line of such Senior Lender’s CommitmentCredit Loan Commitments. All Swing Line Loans shall bear interest as if they were Base Rate Advances; 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 that are disbursed and (B) repaid on the Working Capital LC Exposure same day 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 Loanbear one day’s interest. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04borrow, repay under and reborrow in accordance with the terms hereof and prepay in accordance with Section 4.03 (Repayment of 4.2, provided, however, that the Swing Line Loans) and reborrow under this Section 2.04. Each Lender may terminate or suspend its commitment to make the Swing Line Loan Loans at any time in its sole discretion upon notice to the Borrower. The Swing Line Loans shall be a Base Rate Loan. evidenced by and repayable in accordance with the terms of the Borrower’s promissory note to the Swing Line Lender (as the same may be amended, supplemented or otherwise modified from time to time, together with any replacements thereof or substitutions therefor, the “Swing Line Note”), the form of which is attached as Exhibit 2C. 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount such Lender’s Pro Rata Percentage of such Swing Line Loan. Swing Line Loans may only , which risk participation shall be used for Working Capital Purposes.funded in accordance with Section 2.1.3

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make revolving loans to (the Borrower (each such loan, a “Swing Line Loan”Loans” ) from time to time the Domestic Borrowers in Dollars on any Business Day during the period from Availability Period; provided that (i) the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the principal amount of Swing Line Loans shall not exceed the Swing Line Sublimit, notwithstanding (ii) with regard to the fact that such Swing Line LoansLenders collectively, when aggregated with the outstanding aggregate principal amount of Loan Obligations shall not exceed the Working Capital Loans and the Working Capital LC Exposure Aggregate Commitments, (iii) with regard to each Lender individually, such Lender’s Pro Rata Share of the Senior Loan Obligations plus, without duplication and if applicable, the aggregate Outstanding Amount of all Swing Line Loans advanced by such Lender acting in its capacity 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 its Commitment and (iiiv) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure Lender shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of be under any obligation to make any Swing Line Loan to refinance any outstanding 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. Swing Line Loan. Within Loans shall bear interest based on the foregoing limitsLIBOR Daily Floating Rate, and subject to may be repaid and reborrowed in accordance with the other terms and conditions provisions 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 interest in such Swing Line Loan in an amount equal to its Proportionate Pro Rata Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposesthereof.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (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 but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations 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 Total Outstandings shall not exceed the Working Capital Sublimit lesser of the Aggregate Commitments and the Borrowing Base and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total 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 Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06, 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (ai) Subject to The Swing Line Lender agrees, on the terms and subject to the conditions set forth hereinherein and in the other Loan Documents, the Swing Line Lender, in reliance upon the agreements to make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans 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) 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 principal amount of the Swing Line SublimitLoans 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 outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender’s other Revolving Outstandings, may exceed the amount of such Senior Lender’s exceeds its Revolving 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 . 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 LoanBorrowing may not be used, each Senior Lender shall be deemed toin whole or in part, and hereby irrevocably and unconditionally agrees to, purchase from the to refund any prior 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 PurposesBorrowing.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (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 but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s '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 Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total 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 Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender's Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) (i) Subject to the terms and conditions set forth herein, the Domestic Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (each such loan, a “Domestic Swing Line Loan”) to the Parent Borrower in Dollars from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Domestic 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 Domestic 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 Total Revolving Outstandings shall not exceed the Working Capital Sublimit Aggregate Revolving Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total 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 Parent Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Domestic Swing Line Loan shall be bear interest, (i) unless otherwise agreed by the Parent Borrower and the Domestic Swing Line Lender, at a rate based on the Daily Floating Eurodollar Rate or (ii) at a rate based on the Base Rate LoanRate. Immediately upon the making of a Domestic Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Domestic Swing Line Lender a risk participation in such Domestic Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Domestic Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements Lender shall make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans credit under the Working Capital Facility Commitments available to the Borrower by making swing line loans (each such loanindividually, a “Swing Line Loan” and, collectively, the “Swing Line Loans”) to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Commitment Period in 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 outstanding at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that (including any such new Swing Line Loans), when aggregated with the outstanding principal Swing Line Lender’s Working Capital Facility Commitment Percentage of the Total Working Capital Facility Extensions of Credit, 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 Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line LenderFacility Commitments would be less than zero; provided further that, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line LoanLoan requested by the Borrower, (i) each of the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) conditions set forth in Section 6.2 shall be satisfied or waived. During 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 duplicationFacility Commitment Period, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not may use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within Sub-Limit by borrowing, repaying and reborrowing, all in accordance with 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.

Swing Line Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth hereinin this Agreement and the other Loan Documents, the Swing Line LenderLender may, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04its sole and absolute discretion, shall make loans available to the US Borrower (each such loan, a “Swing Line Loan”) at any time and from time to time on any Business Day during the period from the Closing Date to but excluding through and including the Termination Date in an Business Day immediately preceding the earlier of (i) the date upon which the aggregate amount not to exceed at any time outstanding the amount unpaid principal balance of the Swing Line SublimitLoans become due and payable by demand or (ii) the Expiry Date, notwithstanding the fact that such by making Swing Line Loans, when aggregated with Loans to the outstanding US Borrower in Dollars in an aggregate principal amount of not exceeding at any one time outstanding Fifty Million and 00/100 Dollars ($50,000,000.00) (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 CommitmentLoan Facility"); provided, however, that after giving effect the sum of (i) the aggregate principal amount of the Swing Line Lender's Swing Line Loans outstanding, plus (ii) the Dollar Equivalent principal amount of all Revolving Credit Loans outstanding of all the Banks, plus (iii) the aggregate Dollar Equivalent amount of Letters of Credit Outstanding at any one time shall not exceed the aggregate amount of the Revolving Credit Facility Commitment as the same may be increased from time to any time pursuant to Section 2.21. If not sooner paid, each Swing Line Loan, all unpaid interest thereon and all other 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 sum of (A) the outstanding principal amount of all Working Capital Loans and date such Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and Loan was made, (ii) the sum of demand or (Aiii) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and Expiry Date, without notice, presentment or demand (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 Loanunless payable by demand). Within the foregoing limitslimits of time and amount set forth in this Section 2.03.1, and subject to the other terms and conditions hereofprovisions of this Agreement including, without limitation, the Swing Line Lender's right to demand repayment of the Swing Line Loans at any time with or without the occurrence of an Event of Default, US Borrower may borrow under this Section 2.04borrow, 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 Purposes2.02.1.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender hereby agrees, in reliance upon subject to the agreements 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 other Senior Lenders set forth in this Section 2.04, shall make loans Commitments available to the Borrower (each such loan, a “Swing Line Loan”) Borrowers from time to time on any Business Day during the period from after the Closing Effective Date to but excluding the Commitment Termination Date by making Base Rate Loans or Canadian Prime Rate Loans as Swing Line Loans in U.S. Dollars and/or Canadian Dollars, respectively, to the Borrowers in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitLoan Commitment, to be used for the purposes identified in Section 2.5B, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount sum of the Working Capital Swing Line Lender’s outstanding Revolving Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender’s Pro Rata Share of the Letter of Credit Usage then in effect, may exceed the amount of such Senior Swing Line Lender’s Commitment; provided, however, that after giving effect to any . The original amount of the Swing Line Loan, (i) Loan Commitment is $5,000,000; provided that the sum of (A) the outstanding principal amount of the Swing Line Loan Commitment is subject to reduction as provided in clause (c) of the next paragraph. The Swing Line Loan Commitment shall expire on the Commitment Termination Date and all Working Capital Loans and Swing Line Loans and (Ball other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date. Amounts borrowed under this Section 2.1A(ii) may be repaid and reborrowed, subject to the Working Capital LC Exposure shall not exceed limitations and conditions set forth herein, to but excluding the Working Capital Sublimit and (ii) Commitment Termination Date. Notwithstanding anything contained herein to the sum of (A) contrary, 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 Commitment shall be 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.following limitations:

Swing Line Loans. (A) (a) The U.S. Swing Line. Subject to the terms and conditions set forth herein, the U.S. Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.042.04(A), shall to make loans to the Borrower (each such loan, a “U.S. Swing Line Loan”) in Dollars to the Specified U.S. Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of U.S. Revolving Credit Loans and the Working Capital LC Exposure U.S. L/C Obligations of the Senior Lender acting as U.S. Swing Line Lender, may exceed the amount of such Senior Lender’s U.S. Revolving Credit Commitment; provided, however, that after giving effect to any U.S. 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 Total Revolving Credit Outstandings shall not exceed the Working Capital Sublimit lesser of (x) the Revolving Credit Facility and (y) the Total Borrowing Base at such time, (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount U.S. Revolving Credit Loans of any Lender, plus such U.S. Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and U.S. L/C Obligations, plus such U.S. Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment and (Biii) without duplicationthe Total U.S. Revolving Credit Outstandings, the LC Exposure plus any Additional Canadian Revolving Credit Outstandings, shall not exceed the Total Commitmentlesser of (x) the U.S. Revolving Credit Facility and (y) the U.S. Borrowing Base; provided, further, and provided that the Specified U.S. Borrower shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding U.S. Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Specified U.S. Borrower may borrow under this Section 2.042.04(A), repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.042.04(A). Each U.S. Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a U.S. Swing Line Loan, each Senior U.S. Appropriate Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to its Proportionate Share the product of such U.S. Revolving Credit Lender’s Applicable Percentage times the amount of such U.S. Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject to During the terms and conditions set forth hereinCommitment Period, the Swing Line LenderLender may, in reliance upon its discretion, make revolving credit loans (the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans “Swing Line Loans”) to the Borrower (each such loan, a “Swing Line Loan”) from time to time Representative 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 CommitmentDay; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding aggregate principal amount of all Working Capital Loans and Swing Line Loans and shall not exceed an amount equal to THIRTY MILLION DOLLARS (B$30,000,000) (as such amount may be adjusted in accordance with the Working Capital LC Exposure provisions hereof, the “Swing Line Committed Amount”), (ii) with respect to the Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the Working Capital Sublimit lesser of (x) the Aggregate Revolving Committed Amount and (iiy) the sum of Borrowing Base Amount on such date, and (Aiii) 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 Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limitsSwing Line Loans shall be Daily Floating Eurodollar Rate Loans, and subject to may be repaid and reborrowed in accordance with the other terms and conditions provisions 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 interest in such Swing Line Loan in an amount equal to its Proportionate Share of the amount product of such Lender’s Revolving Commitment Percentage thereof. No Swing Line Loan. Swing Line Loans may only be used Loan shall remain outstanding for Working Capital Purposeslonger than five (5) Business Days.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof and provided that no Event of Default shall have occurred and be continuing, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall at its sole discretion Firstar may make swing line loans to the Borrower (each such loanindividually, a “"Swing Line Loan”"; collectively the "Swing Line Loans") from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding the amount of the Swing Line SublimitFIVE MILLION DOLLARS ($5,000,000), 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) with regard to Firstar individually, the sum of Firstar's share of outstanding Revolving Loans plus Firstar's LOC Commitment Percentage of LOC Obligations shall not exceed Firstar's Revolving Committed Amount, and (Aii) with regard to the outstanding principal Lenders collectively, the sum of the aggregate amount of all Working Capital Loans and outstanding Swing Line Loans and (B) plus Revolving Loans plus the Working Capital LC Exposure aggregate amount of Commercial Paper Obligations plus the aggregate amount of LOC Obligations shall not exceed the Working Capital Sublimit and Aggregate Revolving Committed Amount (ii) as such aggregate maximum amount may be reduced from time to time as provided herein). Amounts borrowed under this Section 3.4 may be repaid and, through but excluding the sum of (A) the outstanding principal amount of all Working Capital Loans and Revolving Termination Date, reborrowed. All Swing Line Loans shall be made as Prime Rate Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the be entitled to be converted into Eurodollar Loans. The Borrower shall not use give Firstar irrevocable notice (which notice must be received by Firstar prior to 2:00 P.M. (Milwaukee, Wisconsin time) on the proceeds date of any Swing Line Loan to refinance any outstanding the requested borrowing specifying the amount of the requested 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 The proceeds of Swing Line Loans) and reborrow under this Section 2.04. Each any approved Swing Line Loan shall will be a Base Rate Loan. Immediately upon made available by Firstar to the making Borrower at the office of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Firstar by crediting the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share account of the amount of Borrower at such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposesoffice with such proceeds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower in Dollars (each such loan, a “"Swing Line Loan”") to the Company from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s '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 Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Commitment; , and provided, further, that (i) the Borrower 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 Borrower Company may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender's Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Bank of America, in its capacity as Swing Line Lender, may in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04its sole discretion, shall agree to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) ), from time to time on any Business Day during the period from beginning after the Closing Date and, subject to but excluding the Termination last sentence of this Section 2.04(a), until the Maturity Date for the Class B 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 outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Swing Line Lender’s Revolving Credit Commitment; providedprovided that, 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 Revolving Credit Exposure shall not exceed the Working Capital Sublimit aggregate Revolving Credit Commitment and (ii) the sum aggregate Outstanding Amount of the Revolving Credit Loans of any Lender (A) other than the outstanding principal amount relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitmentsuch Lender’s Revolving Credit Commitment then in effect; provided, further, 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 prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 Revolving Credit 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 its Proportionate the product of such Lender’s Pro Rata Share of times the amount of such Swing Line Loan. For the avoidance of doubt, (i) all Borrowings of Swing Line Loans 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 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 Defaulting 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, the Borrower and 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 Cash Collateral or similar security reasonably satisfactory to such Swing Line 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 the Administrative Agent, for the benefit of the Swing Line Lender, 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 only be used 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 Working Capital Purposesthe 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. (ai) The Swing Line. Subject to the terms 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 Lender agrees to make loans to the Borrower (each such loan, a “"Swing Line Loan”") to the Company 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 Revolving Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line LenderLender in its capacity as a Bank, may exceed its Pro Rata Share of 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 aggregate outstanding principal amount of all Working Capital Loans and Swing Line Loans shall not exceed the Commitment, and (B) the Working Capital LC Exposure aggregate outstanding amount of the Loans of any Bank, plus such Bank's Pro Rata Share of the ---- outstanding amount of all Swing Line Loans shall not exceed such Bank's Pro Rata Share of the Working Capital Sublimit Commitment, 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 Swing Line Lender shall not use the proceeds of make any Swing Line Loan to refinance any an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.04subsection 2.1(b)(i), repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.6, and reborrow under this Section 2.04subsection 2.1(b)(i); provided, that the Swing Line Lender may terminate or suspend the Swing Line at any time in its sole discretion upon notice to the Company. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender Bank 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 its Proportionate the product of such ----- Bank's Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the (a) US Swing Line LenderLender agrees to make US Swing Line Loans to the US Borrowers under the US Facility from time to time from the Closing Date to the Termination Date, (b) Belgian Swing Line Lender agrees to make Belgian Swing Line Loans to the Belgian Borrowers under the Belgian Facility from time to time from the Closing Date to the Belgian Termination Date, and (c) Luxembourg Swing Line Lender agrees to make Luxembourg Swing Line Loans to the Luxembourg Borrowers under the Luxembourg Facility from time to time from the Closing Date to the Luxembourg Termination Date, in each case, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.042.1.3, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during denominated in the period from the Closing Date to but excluding the Termination Date applicable Available Currency and in an aggregate principal 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, will not result in (i) the sum of (A) the outstanding aggregate principal amount of all Working Capital Loans and outstanding of Swing Line Loans and (B) under such Facility exceeding the Working Capital LC Exposure shall not exceed the Working Capital Swing Line Sublimit and for such Facility, (ii) the sum of Total Revolver Usage exceeding the Total Loan Cap, (Aiii) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and Belgian Revolver Usage exceeding the Belgian Loan Cap, (Biv) without duplication, the LC Exposure shall not exceed Luxembourg Revolver Usage exceeding the Total CommitmentLuxembourg Loan Cap or (v) the US Revolver Usage exceeding the US Loan Cap; provided, furtherthat, that the Borrower a Swing Line Lender shall not use the proceeds of any be required to make a Swing Line Loan to refinance any an outstanding Swing Line Loan. Within the foregoing limits, limits and subject to the other terms and conditions hereofset forth herein, the Borrower Borrowers under any Facility may borrow under this Section 2.04borrow, repay under Section 4.03 (Repayment of prepay and reborrow Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall constitute a Revolving Loan for all purposes except that payments thereon shall be a Base Rate Loan. Immediately upon made to the making of a applicable Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from for its own account. Each of the Swing Line Lender a participation Loans shall be repaid in such Swing Line Loan in an amount equal to its Proportionate Share accordance with the terms of this Agreement and the amount of such Swing Line Loan. Belgian Swing Line Loans may only shall be used for Working Capital Purposessecured by the Belgian Collateral, the Luxembourg Swing Line Loans shall be secured by the Luxembourg Collateral and the US Swing Line Loans shall be secured by the US Collateral. Such Swing Line Loans shall bear interest at the rate then applicable to Revolving Loans based on the European Base Rate in the case of Belgian Swing Line Loans and Luxembourg Swing Line Loans and the US Base Rate in the case of US Swing Line Loans.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.042.03, shall to make loans to the Borrower in Dollars (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 but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed 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 aggregate Outstanding Amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total 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 Borrower may borrow under this Section 2.03, prepay under Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.042.03. 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (ai) Subject to the terms and conditions set forth hereinof this Agreement, the Swing Line LenderLender hereby agrees, in reliance upon subject to the agreements 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 other Senior Lenders set forth in this Section 2.04, shall make loans Revolving Loan Commitments available to the Borrower (each such loan, a “Swing Line Loan”) Company from time to time on any Business Day during the period from the Closing Date to but excluding the Revolving Termination Date by making Swing Line Loans to the Company in an aggregate amount not to exceed at any time outstanding exceeding the amount of the Swing Line SublimitLoan Commitment to be used for the purposes identified in Section 7.12, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Effective Amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as 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 such Senior Lender’s Commitment; provided, however, that after giving effect to any the Swing Line Loan, (i) Loan Commitment is $3,000,000; provided that any reduction of the sum of (A) Revolving Loan Commitments made pursuant to Section 2.05 which -------- reduces the outstanding principal 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 to the amount of the Revolving Loan Commitments, as so reduced, without any further action on the part of the Company, the Agent or the Swing Line Lender. The Swing Line Loan Commitment shall expire on the Revolving Termination Date and all Working Capital Loans and Swing Line Loans and (B) all other amounts owed hereunder with respect to 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, be paid in full no later than that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loandate. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow Amounts borrowed under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loanssubsection 2.01(d) may be repaid and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon reborrowed to but excluding 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 PurposesRevolving Termination Date.

Swing Line Loans. (a) Subject Swing Line Lender hereby agrees, subject to ----------------- the limitations set forth below with respect to the terms and conditions set forth herein, the maximum amount of Swing Line LenderLoans permitted to be outstanding from time to time, in reliance upon the agreements to make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans Revolving Loan Commitments available to the Borrower (each such loan, a “Swing Line Loan”) Company from time to time on any Business Day during the period from the Closing Effective Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Company in an aggregate amount not to exceed at any time outstanding exceeding the amount of the Swing Line SublimitLoan 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 outstanding principal Letter of Credit Usage then in effect, may exceed Swing Line Lender's Revolving Loan Commitment. The original amount of the Working Capital Loans and the Working Capital LC Exposure Swing Line Loan Commitment is $30,000,000; provided that any -------- reduction of the Senior Lender acting Revolving Loan Commitments made pursuant to subsection 2.4B(ii) 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 to the amount of the Revolving Loan Commitments, as so reduced, without any further action on the part of Company, 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 shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(iv) may exceed be repaid and reborrowed to but excluding the amount of such Senior Lender’s Commitment; provided, however, that after giving effect Revolving Loan Commitment Termination Date. With respect to any Swing Line LoanLoans which have not been voluntarily prepaid by Company pursuant to subsection 2.4B(iv), (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (Bwith a copy to Company), no later than 11:00 A.M. (New York City time) on the Working Capital LC Exposure shall not exceed first Business Day in advance of the Working Capital Sublimit and proposed Funding Date, a notice (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 which shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender to be a participation in Notice of Borrowing given by Company) requesting Lenders to make Revolving Loans that are Base Rate Loans on such Swing Line Loan Funding Date in an amount equal to its Proportionate Share of the amount of such Swing Line LoanLoans (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 by Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans may only 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 used for Working Capital Purposes.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, 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, if any, of Swing Line Lender. 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

Swing Line Loans. (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 Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower denominated in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the period from (other than the Closing Date) until the Business Day prior to the Maturity Date with respect to but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Revolving Credit Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (ix) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure aggregate Total Outstandings shall not exceed the Working Capital Sublimit Line Cap and (iiy) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed such Xxxxxx’s Revolving Credit Commitment then in effect; provided further that Swing Line Lender shall not be required to make any Swing Line Loan at any time that any Lender is a Defaulting Lender, unless after giving effect to the Total Commitmentrequested Swing Line Loans the requirements of Section 2.16(e) have been satisfied; provided, further, provided further that the Borrower 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 Borrower Borrowers may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 Revolving Credit 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 its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.Line

Swing Line Loans. (a) Subject Swing Line Lender hereby agrees, subject to ---------------- the limitations set forth below with respect to the terms and conditions set forth herein, the maximum amount of Swing Line LenderLoans permitted to be outstanding from time to time, in reliance upon the agreements to make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans Revolving Loan Commitments available to the Borrower (each such loan, a “Swing Line Loan”) Company from time to time on any Business Day during the period from the Closing Effective Date to but excluding the Termination Date June 30, 2002 by making Swing Line Loans to Company in an aggregate amount not to exceed at any time outstanding exceeding the amount of the Swing Line SublimitLoan Commitment to be used for the purposes identified in subsection 2.5D, 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 outstanding principal Letter of Credit Usage then in effect, may exceed Swing Line Lender's Revolving Loan Commitment. The original amount of the Working Capital Swing Line Loan Commitment is $5,000,000; provided that any reduction of the Revolving Loan Commitments made pursuant -------- to subsection 2.4A(iii), 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 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 Company, Agent or Swing Line Lender. The Swing Line Loan Commitment shall expire on June 30, 2002 and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding June 30, 2002. Anything contained in this Agreement to the contrary notwithstanding, the Swing Line Loans and the Working Capital LC Exposure Swing Line Loan Commitment shall be subject to the limitation that 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 may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Company), no later than 10:00 A.M. (New York time) on the first Business Day in advance of the Senior Lender acting as Swing Line Lenderproposed Funding Date, may exceed 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 Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line LoanLoans (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 sum proceeds of such Revolving Loans made by Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (Aand not to Company) and applied to repay a corresponding portion of the outstanding principal amount of all Working Capital Loans and Refunded Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) on the sum day such Revolving Loans are made, Swing Line Lender's Pro Rata Share of (A) 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 principal amount of all Working Capital Loans and 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, if any, of Swing Line Lender. Company hereby authorizes Administrative Agent and Swing Line Lender to charge Company's accounts with Administrative Agent and Swing Line Lender (Bup to the amount available in each such account) without duplication, in order to immediately pay Swing Line Lender the LC Exposure shall not exceed amount of the Total Commitment; provided, further, that Refunded Swing Line Loans to the Borrower shall not use extent the proceeds of any such Revolving Loans made by Lenders, including the Revolving Loan deemed to be made by Swing Line Loan Lender, are not sufficient to refinance 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 Loan. Within Loans or (b) 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 Revolving Loan Commitments are terminated at a time when any 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 LoanLoans are outstanding, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender have purchased a participation in such outstanding Swing Line Loan Loans in an amount equal to its Proportionate Pro Rata Share (calculated, in the case of the foregoing clause (b), immediately prior to such termination of the Revolving Loan Commitments) of the unpaid amount of such Swing Line LoanLoans 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 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 Lender in form and substance reasonably satisfactory to Swing Line Lender. In the 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 only be used have against Swing Line Lender, Company or any other Person for Working Capital Purposes.any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Event of Default;

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (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 but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s '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 Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total 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 Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan or shall bear interest at a rate agreed to between the Borrower and the Swing Line Lender prior to funding such 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender's Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Swing Line Lender shall make a Swing Line Loan to Borrower in such amount or amounts as Borrower may from time to time request, but not exceeding in aggregate principal amount at any time outstanding hereunder the Swing Line Commitment. Swing Line Loans: (ai) Subject shall be payable on the Swing Line Loan Maturity Date applicable to each such Swing Line Loan; (ii) shall be made only in U.S. Dollars; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Line Loans outstanding does not exceed the Swing Line Commitment, and (B) the Revolving Credit Exposure would not exceed the Total Commitment Amount; (v) shall not be made if, after giving effect thereto, Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.8 hereof; (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Line Loan and (vii) at no time shall there be more than one (1) borrowing of Swing Line Loans outstanding hereunder. Borrower shall have the option, subject to the terms 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 borrow Swing Line Loans, when aggregated with maturing on the outstanding applicable Swing Line Loan Maturity Date, by means of Daily LIBOR Rate Loans. Borrower shall pay interest on the unpaid principal amount of each Daily LIBOR Loan outstanding from time to time, from the Working Capital date thereof until paid, at the Daily LIBOR Rate. Interest on such Daily LIBOR Loans and shall be payable on 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 applicable 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 PurposesMaturity Date.

Swing Line Loans. (a2.06(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 Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower in Dollars (each such loan, a “Swing Line Loan”) to a Domestic Borrower from time to time on any Business Day during the period from Availability Period for the Closing Date to but excluding the Termination Date 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 outstanding principal amount Applicable Revolving Credit Percentage of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Revolving Credit Commitment; provided, however, that (x) 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 Total Revolving Credit Outstandings shall not exceed the Working Capital Sublimit Revolving Credit Facility at such time, and (ii) the sum Revolving Credit Exposure of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure any Revolving Credit Lender shall not exceed the Total such Lender’s Revolving Credit Commitment; provided, further, that the (y) such Domestic 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 Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the a Domestic Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate Share the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (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 Senior Lenders set forth in this Section 2.042.05, shall agrees to make loans to the Borrower (each such loan, a “Swing Line Loan”) to Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that (x) 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 Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum Revolving Credit Exposure of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure any Lender shall not exceed the Total such Lender’s Commitment; provided, further, that the (y) Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) 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 Borrower may borrow under this Section 2.042.05, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06, and reborrow under this Section 2.042.05. 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (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 Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (each such loan, a “Swing Line Loan”"SWING LINE LOAN") to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding principal amount Revolving Credit Commitment Percentage of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s 's Revolving Credit Commitment; providedPROVIDED, howeverHOWEVER, 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 Revolving Credit Outstandings shall not exceed the Working Capital Sublimit Borrowing Limit, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Credit Loans of any Lender, PLUS such Lender's Revolving Credit Commitment Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, PLUS such Lender's Revolving Credit Commitment Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Revolving Credit Commitment; provided, furtherand 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 2.04SECTION 2.05, repay prepay under Section 4.03 (Repayment of Swing Line Loans) SECTION 2.06, and reborrow under this Section 2.04SECTION 2.05. 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender's Revolving Credit Commitment Percentage TIMES the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject to all of the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Harrxx Xxxst and Savings Bank ("Harrxx Xxxk") agrees to 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 ") to each Borrower under a swing line of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as credit ("Swing Line Lender, may exceed the amount of such Senior Lender’s CommitmentLine"); provided, however, that after giving effect to any the aggregate amount of Swing Line LoanLoans at any time outstanding to all Borrowers taken together shall not exceed the Swing Line Commitment; provided further, (i) however, that the sum of (A) the outstanding principal aggregate amount of the Revolving Loans, the Swing Line Loans and the L/C Obligations outstanding at any one time from all Working Capital the Borrowers taken together shall not at any time exceed the lesser of the Commitments then in 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 on Revolving Loans and Swing Line Loans made to each Borrower, and (B) the Working Capital LC Exposure 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 Working Capital Sublimit Borrowers and (ii) may be availed of by each Borrower from time to time and borrowings thereunder may be repaid and used again during the period ending on the Termination Date. Without regard to the face principal amount of the Swing Line 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 Termination Date shall be 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 2.04then or theretofore made thereon through such date less all payments actually received thereon through such date. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon due and payable on 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 last day of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital PurposesInterest Period selected therefor.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees to, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.042.04 but in its sole discretion and without any obligation, shall subject to the terms of any Autoborrow Agreement, make loans to the Borrower (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 but excluding the Termination Date 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 outstanding principal amount Applicable Revolving Percentage of the Working Capital Outstanding Amount of Revolving Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Revolving Commitment; provided, however, that (x) 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 Total Revolving Outstandings shall not exceed the Working Capital Sublimit Revolving Facility at such time, and (ii) the sum Revolving Credit Exposure of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure any Lender shall not exceed the Total 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, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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; provided, each Senior Lender shall be deemed tohowever, and hereby irrevocably and unconditionally agrees tothat if an Autoborrow Agreement is in effect, purchase from the Swing Line Lender a participation in may, at its discretion, provide for an alternative rate of interest on Swing Line Loans under the Autoborrow Agreement with respect to any Swing Line Loans for which the Swing Line Lender has not requested that the Lenders fund Revolving Loans to refinance, or to purchase and fund risk participations in, such Swing Line Loan in an amount equal Loans pursuant to its Proportionate Share of the amount of such Swing Line LoanSection 2.04(c). Swing Line Loans may only be used for Working Capital Purposes.Immediately upon the

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.042.03, shall to make loans to the Borrower (each such loan, a “Swing Line Loan”) from time Loans in Dollars to time on any Business Day Borrower during the period from the Closing Date to but excluding the Termination Date Revolving Credit Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimitsuch amounts as Borrower may request, notwithstanding the fact provided 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 (i) after giving effect to any each such Swing Line Loan, (i) the sum of (A) the aggregate Swing Line Outstandings shall not exceed $25,000,000, and (B) the aggregate outstanding principal amount of all Working Capital Committed Loans and Swing Line Loans and (B) plus the Working Capital LC Exposure Letter of Credit Liabilities shall not exceed the Working Capital Sublimit and aggregate Commitments, (ii) without the sum of (A) the outstanding principal amount consent of all Working Capital Loans and Swing Line Loans and (B) without duplicationof the Lenders, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any no Swing Line Loan to refinance may be made during the continuation of any outstanding Default or Event of Default and (iii) the Swing Line LoanLender has not given at least twenty-four hours prior notice to Borrower that availability under the Swing Line is suspended or terminated. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04borrow, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04Section. Each Unless notified to the contrary by the Swing Line Lender, borrowings under the Swing Line may be made in amounts which are integral multiples of $250,000 upon telephonic request by an Authorized Officer made to the Administrative Agent not later than 1:00 P.M. (California local time), on the Domestic Business Day of the requested Swing Line Loan (which telephonic request shall be promptly confirmed in writing by telecopier). Promptly after receipt of such a request for a Swing Line Loan, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that the requested Swing Line Loan is in conformity with this Section. Unless the Swing Line Lender otherwise agrees, each repayment of a Swing Line Loan shall be a Base Rate Loanin an amount which is an integral multiple of $250,000. Immediately upon If Borrower instructs the making Swing Line Lender to debit its demand deposit account at the Swing Line Lender in the amount of any payment with respect to a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from or the Swing Line Lender otherwise receives repayment, after 3:00 p.m. (California local time), on a participation in Domestic Business Day, such payment shall be deemed received on the next Domestic Business Day. The Swing Line Loan in an amount equal to its Proportionate Share Lender shall promptly notify the Administrative Agent of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital PurposesOutstandings each time there is a change therein.

Swing Line Loans. (a) Subject Swing Line Lender hereby agrees, subject to the terms and conditions ---------------- limitations set forth herein, below with respect to the maximum amount of Swing Line LenderLoans permitted to be outstanding from time to time, in reliance upon the agreements to make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans Working Capital Revolving Loan Commitments available to the Borrower (each such loan, a “Swing Line Loan”) Company from time to time on any Business Day during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Company in an aggregate amount not to exceed at any time outstanding exceeding the amount of the Swing Line SublimitLoan 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 Working Capital Revolving Loans and Swing Line Lender's Pro Rata Share of the outstanding principal Letter of Credit Usage then in effect, may exceed Swing Line Lender's Working Capital Revolving Loan Commitment. The original amount of the Swing Line Loan Commitment is $5,000,000; provided that any reduction of the Working -------- Capital Revolving Loan Commitments made pursuant to subsection 2.4B(ii) or 2.4B(iii) which reduces the aggregate Working Capital 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 to the amount of the Working Capital Loans and Revolving Loan Commitments, as so reduced, without any further action on the Working Capital LC Exposure part of the Senior Lender acting as Company, Agent or Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any . The Swing Line Loan, (i) Loan Commitment shall expire on the sum of (A) the outstanding principal amount of Revolving Loan Commitment Termination Date and all Working Capital Loans and Swing Line Loans and (Ball other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date; provided that the -------- Swing Line Loan Commitment shall expire immediately and without further action on July 31, 1998 if the Domestic Term Loans are not purchased or made on or before that date. Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Working Capital LC Exposure shall not exceed Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the Working Capital Sublimit and (ii) contrary notwithstanding, 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 Commitment shall be 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.limitation that

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the (i) each Swing Line LenderLender severally agrees, in reliance upon the agreements of the other Senior Primary Currency Lenders set forth in this Section 2.04, shall 2.5 to make loans to the Borrower in Dollars (each such loan, a “Dollar Swing Line Loan”) and (ii) JPMorgan, it its capacity as a Swing Line Lender, agrees, in reliance upon the agreements of the other Primary Currency Lenders set forth in this Section 2.5 to make loans in Euros (together with the Dollar Swing Line Loans, the “Swing Line Loans”), in each case to any Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount for all Borrowers 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 Applicable Percentage of the Working Capital Outstanding Amount of Primary Currency Committed Loans and the Working Capital LC Exposure Primary Currency L/C Obligations of the Senior applicable Primary Currency Lender acting as a Five Year Competitive Advance and Revolving Credit Facility Agreement Swing Line Lender, may exceed the amount of such Senior Primary Currency Lender’s Primary Currency 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 Total Outstandings shall not exceed the Aggregate Commitments, (B) the Working Capital LC Exposure Primary Currency Total Outstandings shall not exceed the Working Capital Sublimit Primary Currency Commitments, and (iiC) the sum aggregate Outstanding Amount of the Primary Currency Committed Loans of any Primary Currency Lender (A) other than the outstanding principal amount applicable Swing Line Lender), plus such Primary Currency Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and Primary Currency L/C Obligations, plus such Primary Currency Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Primary Currency Lender’s Primary Currency Commitment; , and provided, further, that the no Borrower shall not use the any 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 Borrowers may borrow under this Section 2.042.5, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.7, and reborrow under this Section 2.042.5. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loanbear interest as set forth in Section 2.10. Immediately upon the making of a Swing Line Loan, each Senior Primary Currency Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Primary Currency Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (each such loan, a “Swing Line Loan”"SWING LINE LOAN") to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s '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 Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Credit Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Revolving Credit Commitment; provided, further, 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 Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 Revolving Credit 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 its Proportionate Share the product of such Lender's Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (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 Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from (other than the Closing Date to but excluding Date) until the Termination 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 principal amount Pro Rata Share of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all 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 duplicationsuch Lender’s Revolving Credit Commitment then in effect; provided further that, 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 prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate the product of such Lender’s Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, during the Revolving Credit Commitment Period, the Swing Line LenderLender may, in reliance upon its discretion, from time to time at the agreements request of the other Senior Lenders set forth in this Section 2.04, shall Borrower make swing line loans to the Borrower (each such loan, a the “Swing Line LoanLoans”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate outstanding principal 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, howeverthat, that no Swing Line Loan shall be made to the Borrower if, after giving effect to any the making of such Swing Line Loan, Loan and the simultaneous application of the proceeds thereof (i) the sum of (Ax) the outstanding principal amount of all Working Capital any Revolving Credit Lender’s Revolving Credit Loans plus such Lender’s Revolving Credit Commitment Percentage of (i) the Letter of Credit Obligations then outstanding and (ii) the principal amount of the Swing Line Loans then outstanding shall exceed such Lender’s Revolving Credit Commitment, or (y) the aggregate outstanding principal amount of the Revolving Credit Loans and Swing Line Loans and (B) plus the Working Capital LC Exposure Letter of Credit Obligations outstanding at such time shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount aggregate Revolving Credit Commitments 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 LoanRevolving Credit Lenders at such time. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04during the Revolving Credit Commitment Period borrow, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04the Swing Line Sublimit, subject to and in accordance with the terms and limitations hereof. Each Swing Line Loan shall be a Base Rate Loanin an original principal amount of $100,000 or in integral multiples of $50,000 in excess thereof. Immediately upon the making of The interest rate for a Swing Line Loan, each Senior Lender Loan shall be deemed to(i) the Base Rate plus the Applicable Margin for Base Rate Loans that are Revolving Credit Loans, (ii) such rate that is mutually agreed to by the Borrower and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in writing at the time such Swing Line Loan is made or (iii) if a Cash Management Agreement (as defined in an amount equal to its Proportionate Share of clause (h) below) is in effect, at the amount of rate determined in accordance with such Cash Management Agreement(s) plus the Applicable Margin for Revolving Credit Loans that are Eurodollar Loans. Interest on the Swing Line LoanLoans shall be paid in accordance with Sections 2.6 and 2.7 hereof. Swing Line Loans may only shall be used for Working Capital Purposesrepaid on the Revolving Credit Termination Date and as otherwise provided in this Section 2.5.

Swing Line Loans. (a) Subject to During the terms and conditions set forth hereinRevolving Commitment Period, the Swing Line LenderLender may, in its discretion and in reliance upon the agreements of the other Senior Dollar Tranche Lenders set forth in this Section 2.01(c) and Section 2.04, shall make revolving credit loans (the “Swing Line Loans”) to the Borrower (each such loan, a “Swing Line Loan”) from time to time in Dollars 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 CommitmentDay; provided, however, that after giving effect to any Swing Line Loan, (i) the sum aggregate Outstanding Amount of Swing Line Loans shall not exceed an amount equal to the lesser of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) and (B) the Working Capital LC Exposure 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 Working Capital Sublimit Aggregate Dollar Tranche Commitments and (iiiii) 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 limitsSwing Line Loans shall be Daily Floating Eurodollar Rate Loans, and subject to may be repaid and reborrowed in accordance with the other terms and conditions provisions 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 Dollar Tranche Lender shall be deemed to, 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 its Proportionate Share of the amount product of such Dollar Tranche Lender’s Dollar Tranche Commitment Percentage thereof. No Swing Line LoanLoan shall remain outstanding for longer than five (5) Business Days. Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be under any obligation to make any Swing Line 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 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 only be used for Working Capital Purposeselect 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. (a) Subject The Swing Line Lender agrees to the terms make loans (each a "Swing Line Loan" and conditions set forth hereincollectively, the "Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans Loans") to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any one or more Business Day during Days from and after the period from Effective Date through the Closing Maturity Date applicable to but excluding the Termination Date in an Line of Credit Loans. Swing Line Loans may be comprised of either Swing Line Bond Loans or loans not associated with financing the Bonds (such latter loans being herein called the "Regular Swing Line Loans"). The aggregate outstanding principal amount of Regular Swing Line Loans must not to exceed at any time outstanding exceed the amount lesser of the Regular Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans Available Amount and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s CommitmentBorrowing Base Availability; provided, however, that after giving effect prior to any the Conversion Date no Regular Swing Line Loan, Loans shall be made if Borrowing Base Availability is less than $25,000,000. The aggregate outstanding principal amount of Swing Line Bond Loans must not at any time exceed the least of (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 Available Amount, (ii) the sum of Borrowing Base Availability and (Aiii) the outstanding purchase price or principal amount payment of all Working Capital Loans and the Bonds or payment under the Lease that the Borrower is obligated to make on the relevant Loan Date pursuant to the Bond Documents. All Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitmentbear interest as if they were Base Rate Advances; provided, furtherhowever, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanLoans 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 under this Section 2.04borrow, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this in accordance with the terms hereof and prepay in accordance with Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan4.2, each Senior Lender shall be deemed toprovided, and hereby irrevocably and unconditionally agrees tohowever, purchase from that the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of may terminate or suspend the amount of such Swing Line Loan. Swing Line Loans at any time in its sole discretion upon notice to the Borrower. The Swing Line Loans shall be evidenced by and repayable in accordance with the terms of the Borrower's promissory note to the Swing Line Lender (as the same may only be used for Working Capital Purposes.amended, supplemented or otherwise modified from time to time, together with any replacements thereof or substitutions therefor, the "Swing Line Note"), the form of which is attached as Exhibit 2C.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, but shall not be obligated to, make loans in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower 2.04 in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure Letter of Credit Obligations of the Senior Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Senior Revolving Credit Lender’s Revolving Credit 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 Total Revolving Credit Outstandings shall not exceed the Working Capital Sublimit Maximum Borrowing Amount, and (ii) the sum Revolving Credit Exposure of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure any Revolving Credit Lender shall not exceed the Total such Revolving Credit Lender’s Revolving Credit Commitment; , and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limitslimits and subject to the discretion of the Swing Line Lender to make Swing Line Loans, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06(a)(ii), and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Revolving Credit Loan. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.83

Swing Line Loans. (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 Senior Lenders set forth in this Section 2.04, shall 2.04 agrees to make loans to the Borrower (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 but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s '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 Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) except as provided above with respect to the sum Swing Line Lender, the aggregate Outstanding Amount of (A) the outstanding principal amount Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total 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 Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender's Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (ai) The Swing Line. Subject to the terms 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 Lender agrees to make loans to the Borrower in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during until the period from the Closing Date to but excluding the Termination Initial Revolver 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 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, provided that after giving effect to any Swing Line Loan, (ix) the sum of (A) the outstanding aggregate principal amount of all Working Capital Loans and outstanding Swing Line Loans and made by the Swing Line Lender shall not exceed such Swing Line Lender’s Swing Line Commitment, (By) the Working Capital LC Exposure Total Revolving Outstandings with respect to the Initial Revolving Credit Facility shall not exceed the Working Capital Sublimit aggregate Initial Revolving Credit Commitments and (iiz) the sum Revolving Outstandings of (A) any Lender under the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure Initial Revolving Credit Facility shall not exceed such Lender’s Revolving Credit Commitment (in each case, taking the Total CommitmentDollar Equivalent of all amounts in an Alternate Currency); provided, further, 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 2.04‎Section 2.05, repay prepay under Section 4.03 (Repayment of Swing Line Loans) ‎Section 2.06 and reborrow under this Section 2.04‎Section 2.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Initial Revolving Credit 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 its Proportionate the product of such Lender’s Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower in Dollars or in Canadian Dollars (each such loan, a “Swing Line Loan”) to any Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time 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 outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Revolving Loans and the Working Capital LC Exposure L/C Obligations of the Senior Revolving Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Revolving Commitment; provided, however, that 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 Total Revolving Outstandings shall not exceed the Working Capital Sublimit Aggregate Revolving Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Xxxxxx’s Revolving Commitment; provided, further, provided further that the no 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 any Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a SOFR Daily Floating Rate Loan or, at the option of the Borrower, a Base Rate Loan. Each Swing Line Loan denominated in Canadian Dollars shall be a Canadian Prime Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Revolving 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 its Proportionate the product of such Revolving Lender’s Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, but shall not be obligated to, make loans in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower 2.05 in Dollars (each such loan, a “"Swing Line Loan”") to the Borrowers from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Revolving Loans and the Working Capital LC Exposure L/C Obligations of the Senior Revolving Lender acting as Swing Line Lender, may exceed the amount of such Senior Revolving Lender’s Revolving Credit Commitment; provided, however, (x) 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 Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Loans of any Revolving Lender plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed such Revolving Lender’s Revolving Credit Commitment, (y) the Total Commitment; provided, further, that the Borrower 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 limitslimits and subject to the discretion of the Swing Line Lender to make Swing Line Loans, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.042.05, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Senior Revolving 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 its Proportionate the product of such Revolving Lender’s Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.(b)

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Revolving Credit Lenders set forth in this Section 2.04, shall to make loans to the Borrower in Dollars or in one or more Alternative Currencies (each such loan, a “Swing Line Loan”) to the Borrowers 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 SublimitAvailability Period, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Revolving Credit Percentage of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Senior Revolving Credit Lender’s Revolving Credit 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 Total Revolving Credit Outstandings shall not exceed the Working Capital Sublimit and Revolving Credit Facility, (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Credit Loans of any Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Working Capital Loans and 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 Revolving Credit Lender’s Revolving Credit Commitment, and (Biii) without duplication, the LC Exposure Outstanding Amount of the Swing Line Loans shall not exceed the Total Commitment; Swing Line Sublimit, and provided, further, that the Borrower 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 Borrower Borrowers may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan (other than an AC Swing Line Loan) shall be a Base Rate LoanLoan and each AC Swing Line Loan shall bear interest as provided in Section 2.08(a). Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate Share the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount Dollar Equivalent of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower in Dollars (each such loan, a “Swing Line Loan”) to the Company from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations 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 Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender’s Commitment; , and provided, further, that (i) the Borrower 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 Borrower Company may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (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 Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower denominated in Dollars (each such loan, a “"Swing Line Loan”") to the Company from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s '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 Total ------- Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Credit Loans of any Lender, plus such ---- Lender's Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus ---- such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Revolving Credit Commitment; provided, further, and provided further -------- ------- that the Borrower 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 Borrower Company may borrow under this Section ------- 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 Revolving Credit 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 its Proportionate the product of such Lender's Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.----- (b)

Swing Line Loans. (a) Subject to During the terms and conditions set forth hereinCommitment Period, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, Lender shall make revolving credit loans (the “Swing Line 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 Day; provided 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 aggregate principal amount of all Working Capital Loans and Swing Line Loans and shall not exceed an amount equal to fifteen percent (B15%) of the Working Capital LC Exposure Aggregate Revolving Commitments (as such amount may be adjusted in accordance with the provisions hereof, the “Swing Line Committed Amount”), (ii) with respect to the Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the Working Capital Sublimit lesser of (x) the Aggregate Revolving Committed Amount and (iiy) the sum of Adjusted Borrowing Base Amount on such date, (Aiii) 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 Loan and (iv) 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 Lender shall not be under this Section 2.04. Each any obligation to make any Swing Line Loan if it shall determine (which determination shall be a Base conclusive and binding absent manifest error) that it has, or by such Borrowing may have, Fronting Exposure. Swing Line Loans shall be Daily Floating Eurodollar Rate LoanLoans, and may be repaid and reborrowed in accordance with the provisions hereof. 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 interest in such Swing Line Loan in an amount equal to its Proportionate Share of the amount product of such Lender’s Revolving Commitment Percentage thereof. No Swing Line Loan. Swing Line Loans may only be used Loan shall remain outstanding for Working Capital Purposeslonger than five (5) Business Days.

Swing Line Loans. (A) (a) The U.S. Swing Line. Subject to the terms and conditions set forth herein, the U.S. Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.042.04(A), shall to make loans to the Borrower (each such loan, a “U.S. Swing Line Loan”) in Dollars to the Specified U.S. Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of U.S. Revolving Credit Loans and the Working Capital LC Exposure U.S. L/C Obligations of the Senior Lender acting as U.S. Swing Line Lender, may exceed the amount of such Senior Lender’s U.S. Revolving Credit Commitment; provided, however, that after giving effect to any U.S. 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 Total Revolving Credit Outstandings shall not exceed the Working Capital Sublimit lesser of (x) the Revolving Credit Facility and (y) the Total Borrowing Base at such time, (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount U.S. Revolving Credit Loans of any Lender, plus such U.S. Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and U.S. L/C Obligations, plus such U.S. Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment and (Biii) without duplication, the LC Exposure Total U.S. Revolving Credit Outstandings shall not exceed the Total Commitmentlesser of (x) the U.S. Revolving Credit Facility and (y) the U.S. Borrowing Base; provided, further, and provided that the Specified U.S. Borrower shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding U.S. Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Specified U.S. Borrower may borrow under this Section 2.042.04(A), repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.042.04(A). Each U.S. Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a U.S. Swing Line Loan, each Senior U.S. Appropriate Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to its Proportionate Share the product of such U.S. Revolving Credit Lender’s Applicable Percentage times the amount of such U.S. Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the Revolving Commitments and the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (each such loan, a “"Swing Line Loan”") to the Company from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Revolving Availability Period in an aggregate amount not to exceed 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Revolving Loans and the Working Capital LC Exposure L/C Obligations in respect of Section 2.03(a)(i) of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s 's Revolving 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 Total Revolving Outstandings shall not exceed the Working Capital Sublimit Aggregate Revolving Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all Working Capital Loans and 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 and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Revolving Commitment; , and provided, further, that the Borrower 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 Borrower Company may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 risk participation in such Swing Line Loan in an amount equal to the product of such Lender's Applicable Percentage with respect to its Proportionate Share of Revolving Commitment times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (ad) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Company from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 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 Total Revolving Credit Outstandings shall not exceed the Working Capital Sublimit and Revolving Credit Facility at such time, (ii) the sum aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender (Aincluding the Swing Line Lender) at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the outstanding principal amount Outstanding Amount of all Working Capital Loans and L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Xxxxxx’s Revolving Credit Commitment and (Biii) without duplication, the LC Exposure aggregate Outstanding Amount under the SwinglineSwing Line Facility shall not exceed the Total aggregate amount of SwinglineSwing Line Lender’s unused Revolving Credit Commitment; provided, further, and provided further that the Borrower 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 Borrower Company may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Alternate Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate Share the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Credit Agreement, the Swing Line Loans may only Lender shall not be used for Working Capital Purposes.obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line MSGN – A&R Credit Agreement (2019)

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Dollar Committed Tranche Swing Line Lender, in reliance upon the agreements Lenders shall make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans credit under the Dollar Working Capital Facility Commitments available to the Borrower Borrowers by making swing line loans (each such loanindividually, a “Dollar Committed Tranche Swing Line Loan” and, collectively, the “Dollar Committed Tranche Swing Line Loans”) to the applicable Borrower from time to time on any Business Day in United States Dollars during the period from the Closing Date to but excluding the Termination Date Dollar Working Capital Facility Commitment Period in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding the amount of the Dollar Swing Line Sublimit, notwithstanding the fact Loan Sub-Limit then in effect; provided 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 (Ax) the outstanding Dollar Committed Tranche Swing Line Exposure of such Swing Line Lender, (y) the aggregate principal amount of all outstanding Dollar Working Capital Facility Committed Tranche Loans and made by such Swing Line Loans Lender (in its capacity as a Dollar Working Capital Facility Committed Tranche Lender) and (Bz) the Dollar Committed Tranche L/C Exposure of such Swing Line Lender (in its capacity as a Dollar Working Capital LC Exposure shall Facility Committed Tranche Lender) may not exceed the such Swing Line Lender’s Dollar Working Capital Sublimit Facility Commitment then in effect and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans Borrowers shall not request, and no Dollar Committed Tranche Swing Line Loans and (B) without duplicationLender shall make, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Dollar Committed Tranche Swing Line Loan if, after giving effect 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 such Dollar Committed Tranche 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 aggregate amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Available Dollar Working Capital Purposes.Facility Commitments would be less

Swing Line Loans. (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 Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (each such loan, a “"Swing Line Loan”") to the Borrower in Dollars from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date 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 outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Revolving Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line LenderLender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Senior Lender’s 's Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum Total Revolving Outstandings shall not exceed the lesser of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans Aggregate Revolving Commitments and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit Borrowing Base, and (ii) the sum aggregate Outstanding Amount of the Revolving 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 the lesser of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans such Lender's Revolving Commitment and (B) without duplicationan amount equal to such Lender's Pro Rata Share times the Borrowing Base, the LC Exposure shall not exceed the Total 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 Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate the product of such Lender's Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) (i) The Domestic Swing Line. Subject to the terms and conditions set forth herein, the Domestic Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (each such loan, a “"Domestic Swing Line Loan”") to the Domestic Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Domestic Swing Line Sublimit, notwithstanding the fact that such Domestic Swing Line Loans, when aggregated with the outstanding principal amount Outstanding Amount of Committed Loans of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Domestic Swing Line LenderLender in its capacity as a Domestic Lender of Committed Domestic Loans, may exceed the amount of such Senior Lender’s Commitment's Commitment regarding Committed Domestic Loans; provided, however, that after giving effect to any Domestic Swing Line Loan, (i) the sum of (A) the outstanding principal amount aggregate Outstanding Amount of all Working Capital Domestic Loans and Swing Line Loans and (B) the Working Capital LC Exposure L/C Obligations regarding Domestic Letters of Credit shall not exceed the Working Capital Sublimit Aggregate Domestic Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Domestic Loans of any Domestic Lender, plus such Domestic Lender's Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations regarding Domestic Letters of Credit, plus such Lender's Pro Rata Share of the Outstanding Amount of all Domestic 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 such Domestic Lender's Commitment regarding Domestic Loans and Domestic Letters of any Swing Line Loan to refinance any outstanding Swing Line LoanCredit. Within the foregoing limits, and subject to the other terms and conditions hereof, the Domestic Borrower may borrow under this Section 2.042.05, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06, and reborrow under this Section 2.042.05. Each Domestic Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Domestic Swing Line Loan, each Senior Domestic Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Domestic Swing Line Lender a risk participation in such Domestic Swing Line Loan in an amount equal to its Proportionate the product of such Lender's Pro Rata Share of times the amount of such Domestic Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (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 but excluding the Termination Date 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 outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations 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 Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total 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 Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, 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 risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes.

Swing Line Loans. Notwithstanding the notice and minimum amount requirements set forth in Section 2.1(b) (abut subject to the second proviso of this sentence) Subject to but otherwise in accordance with the terms and conditions set forth hereinof this Agreement, the Swing Line LenderLender may, in reliance upon its sole discretion and without conferring with the agreements Lenders, make Revolving Loans in U.S. Dollars to the Borrowers in an amount as otherwise requested by the Borrowers (each a "Swing Line Loan"); provided that the aggregate amount of all outstanding advances made pursuant to this Section 2.4(e) shall not exceed $7,500,000; provided further that the advance of Swing Line Loans by the Swing Line Lender shall not reduce the Swing Line Lender's obligation to lend its Applicable Percentage of the other Senior Lenders Revolving Loans made pursuant to Section 2.1. The Borrowers acknowledge and agree that the making of such Swing Line Loans shall, in each case, be subject in all respects to the provisions of this Agreement as if they were Revolving Loans covered by an Advance Request including, without limitation, the limitations set forth in this Section 2.04, shall make loans to 2.1 and the Borrower requirements that the applicable provisions of Section 6.1 (each such loan, a “in the case of Swing Line Loan”) from time to time Loans made 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 Date) and Section 6.2 be satisfied. Accordingly, 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 shall not make any Swing Line Loan, Loan if (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and Lender shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Sections 6.1 (Bwith respect to the initial Loan hereunder) or 6.2 (with respect to any Loan after the Working Capital LC Exposure shall initial Loan hereunder) hereof will not exceed be satisfied on the Working Capital Sublimit and requested funding date of the applicable Borrowing or (ii) the sum Swing Line Lender has actual knowledge that the requested Loan would exceed the limitations set forth in Section 2.1 on the funding date. All actions taken by the Swing Line Lender pursuant to the provisions of (Athis Section 2.4(e) shall be conclusive and binding on the outstanding principal amount of all Working Capital Loans Borrowers and the Lenders absent the Swing Line Lender's gross negligence or willful misconduct. Swing Line Loans and (Bmade pursuant to this Section 2.4(e) without duplicationto the Borrowers shall be Base Rate Loans and, prior to the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds repayment of any a Swing Line Loan pursuant to refinance any outstanding Swing Line Loan. Within the foregoing limitsSection 2.4(e), 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 interest on such Swing Line Loan shall be a Base Rate Loan. Immediately upon for the making account 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 PurposesLender.

Swing Line Loans. (a) Subject The Swing Line Lender hereby agrees, subject to the terms and conditions limitations set forth herein, below with respect to the maximum aggregate amount of all Swing Line LenderLoans outstanding from time to time, in reliance upon the agreements to make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans Revolving Loan Commitments available to the Borrower (each such loan, a “Swing Line Loan”) Company from time to time on any Business Day during the period from after the Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Base Rate Loans as Swing Line Loans to the Company in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitLoan Commitment, to be used for the purposes identified in subsection 2.5B, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount sum of the Working Capital Swing Line Lender’s outstanding Revolving Loans and the Working Capital LC Exposure of the Senior Lender acting as 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 original amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any the Swing Line Loan, Loan Commitment is $10,000,000; provided that the amounts of the Swing Line Loan Commitment are subject to reduction as provided in clause (ib) of the sum of (A) next paragraph. The Swing Line Loan Commitment shall expire on the outstanding principal amount of Revolving Loan Commitment Termination Date and all Working Capital Loans and Swing Line Loans and (Ball other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed, subject to the Working Capital LC Exposure shall not exceed limitations and conditions set forth herein, to but excluding the Working Capital Sublimit and (ii) Revolving Loan Commitment Termination Date. Notwithstanding anything contained herein to the sum of (A) contrary, 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 Commitment shall be 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.following limitations: