Common use of Swing Line Clause in Contracts

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions hereof, Swing Line Lender shall Lender, in its discretion and in reliance upon the agreements of the other Lenders set forth in this Section 2.18, may make loans (herein called “Swing Line Loans”) to Borrower from time to time from on any Business Day during the Closing Date through Commitment Period in an aggregate amount not to exceed at any time outstanding the day prior to amount of the Maturity Date make Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender’s Applicable Percentage of the outstanding principal balance of Swing Line Lender’s Revolving Loans to Borrower in such amounts as Borrower and LC Obligations, may requestexceed the amount of Swing Line Lender’s Commitment, provided that (a) after giving effect to such any Swing Line Loan, Revolving Credit (i) the aggregate outstanding principal balance of all Swing Line Loans does not exceed the Swing Line Sublimit, (ii) the Facility Usage does not exceed the Maximum Revolving Credit Amountlesser of the Borrowing Base or the Aggregate Commitment then in effect, (biii) after giving effect Swing Line Lender shall not be required to such make a Swing Line Loan to refinance an outstanding Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, and (civ) without the consent a period of all of the Lenders, at least 2 Business Days must exist in each calendar month in which no Swing Line Loans remain outstanding. Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower may be made during the continuation borrow under this Section 2.18, prepay under Sections 2.6 and 2.7, and reborrow under this Section 2.18. The obligation of an Event of Default if written notice of such Event of Default shall have been provided Borrower to repay to Swing Line Lender the aggregate amount of all Swing Line Loans made by Swing Line Lender, together with interest accruing in connection therewith, shall be evidenced by a Note made by Borrower payable to Swing Line Lender. Each Swing Line Loan shall bear interest on each day outstanding at a rate equal to the Administrative Agent or a Lender sufficiently in advance of Adjusted Base Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions set forth herein, the Swing Line Lender shall may, in its sole discretion and in reliance upon the agreements of the other Revolving Credit (USD) Lenders set forth in this Section 2.3, from time to time from during the Closing Date through the day prior Availability Period with respect to the Maturity Date Revolving Credit (USD) Facility, make Swing Line Loans to Borrower in Dollars in such amounts as Borrower may request, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such any Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, the Swing Line Sublimit and (cii) without the consent of all of the Revolving Credit (USD) Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice Default; provided, further, that after giving effect to any Swing Line Loan, (x) the Total Revolving Credit (USD) Outstandings shall not exceed the Aggregate Revolving Credit (USD) Commitments, and (y) the Revolving Credit (USD) Exposure of any Revolving Credit (USD) Lender shall not exceed such Event of Default shall have been provided to Lender’s Revolving Credit (USD) Commitment; and provided, further, that the Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such shall not make any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower may borrow, repay and reborrow under this Section. 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 $100,000 500,000 (or the remaining availability under the Swing Line“integral amount”) upon telephonic request by a Responsible Official of Borrower Requisite Notice made to the Administrative Agent Swing Line Lender not later than 2:00 p.m., 1:00 p.m. California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowingBorrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender shall obtain telephonic verification from Administrative Agent that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier facsimile or other electronic mailmeans approved by the Swing Line Lender). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Dayintegral amount. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions set forth herein, the Swing Line Lender shall agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.3, from time to time from the Closing Date through the day prior to the Maturity Date to make Swing Line Loans to Borrower Borrowers in such amounts as Borrower Borrowers may request, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/orthe Swing Line Sublimit, (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by has not given at least 24 hours prior notice to Borrowers that availability under the Administrative Agent Swing Line is suspended or a Lender sufficiently in advance terminated; provided, further, that after giving effect to any Swing Line Loan, (x) the aggregate Outstanding Amount of all Loans and Letter of Credit Usage shall not exceed the Aggregate Commitments, and (y) the aggregate Outstanding Amount of the making Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Letter of Credit Usage, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment; and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance any outstanding Swing Line Loan. Borrower Within the foregoing limits, and subject to the other terms and conditions hereof, Borrowers may borrow, repay and reborrow under this Section. 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 $100,000 500,000 (or the remaining availability under the Swing Line“integral amount”) upon telephonic request by a Responsible Official of Borrower Requisite Notice made to the Administrative Agent Swing Line Lender not later than 2:00 p.m., 1:00 p.m. California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowingBorrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender shall obtain telephonic verification from Administrative Agent that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) 2.1 (and such verification shall be promptly confirmed in writing by telecopier or electronic mailfacsimile). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repaymentintegral amount. If Borrower instructs Borrowers instruct the Swing Line Lender to debit its their demand deposit account at the Swing Line Lender in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Daythe Swing Line Requisite Time therefor, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior Notwithstanding any other provision of this Agreement to the Maturity Date contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Revolving Credit Lenders, JPMorgan Chase Bank, in its individual capacity and not as Administrative Agent, and subject to the provisions of Section 2.17(c), shall make available Swing Line Loans to the Borrower in such amounts as Borrower may request, provided that (a) after giving effect prior to such the Extended Revolving Credit Termination Date. JPMorgan Chase Bank shall not make any Swing Line Loan, Revolving Credit Facility Usage does Loan pursuant hereto (i) if to the actual knowledge of JPMorgan Chase Bank the Borrower is not exceed in compliance with all the Maximum Revolving Credit Amountconditions to the making of Loans set forth in this Agreement, (bii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or25,000,000, or (ciii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided after giving effect to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment. Swing Line Loans shall be limited to Base Rate Loans unless JPMorgan Chase Bank and the Borrower shall agree otherwise. The Borrower may borrow, repay and reborrow under this SectionSection 2.17. Borrowings Unless notified to the contrary by JPMorgan Chase Bank, borrowings under the Swing Line may shall be made in the minimum amount of $1,000,000 or, if greater, in amounts which are integral multiples of $100,000 (100,000, or in the remaining availability under the Swing Line) amount necessary to effect a Base Rate Refunding Loan, upon irrevocable telephonic request notice, by a Responsible Official an Authorized Representative of Borrower made to the Administrative Agent JPMorgan Chase Bank not later than 2:00 p.m., California time, 12:30 P.M. on the Banking Business Day of the requested borrowing (which telephonic request borrowing. The Borrower shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, provide the Administrative Agent written confirmation of each such telephonic notice on the same day by telefacsimile or electronic transmission in the form of a Borrowing Notice. Each such Borrowing Notice shall provide telephonic verification specify the amount of the borrowing, and the date of borrowing, and shall be in the form of Exhibit D-3, with appropriate insertions. Unless notified to the Swing Line Lender thatcontrary by JPMorgan Chase Bank, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the aggregate amount of all Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If the Borrower instructs the Swing Line Lender JPMorgan Chase Bank to debit its any demand deposit account at of the Swing Line Lender Borrower in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender JPMorgan Chase Bank otherwise receives repayment, after 3:00 p.m., California time, 2:00 P.M. on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions set forth herein, the Swing Line Lender shall may, in its sole discretion and in reliance upon the agreements of the other Revolving Credit (USD) Lenders set forth in this Section 2.3, from time to time from during the Closing Date through the day prior Availability Period with respect to the Maturity Date Revolving Credit (USD) Facility, make Swing Line Loans to Borrower in Dollars in such amounts as Borrower may request, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such any Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, the Swing Line Sublimit and (cii) without the consent of all of the Revolving Credit (USD) Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice Default; provided, further, that after giving effect to any Swing Line Loan, (x) the Total Revolving Credit (USD) Outstandings shall not exceed the Aggregate Revolving Credit (USD) Commitments, and (y) the Revolving Credit (USD) Exposure of any Revolving Credit (USD) Lender shall not exceed such Event of Default shall have been provided to Lender’s Revolving Credit (USD) Commitment; and provided, further, that the Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such shall not make any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower may borrow, repay and reborrow under this Section. 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 $100,000 500,000 (or the remaining availability under the Swing Line“integral amount”) upon telephonic request by a Responsible Official of Borrower Requisite Notice made to the Administrative Agent Swing Line Lender not later than 2:00 p.m., 1:00 p.m. California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowingBorrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender shall obtain telephonic verification from Administrative Agent that, after giving effect to such request, availability for Loans will exist under Section 2.1(a2.1(b) (and such verification shall be promptly confirmed in writing by telecopier facsimile or other electronic mailmeans approved by the Swing Line Lender). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Dayintegral amount. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions of this Agreement, the Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower Borrowers in such amounts as Borrower Borrowers may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bi) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or25,000,000 and the Aggregate Outstandings shall not exceed the Commitment, (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by has not given at least twenty-four hours prior notice to Borrowers that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower Borrowers may borrow, repay and reborrow under this SectionSection without premium or penalty. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower Borrowers made to the Administrative Agent not later than 2:00 1:00 p.m., California Nevada time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs Borrowers instruct the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California Nevada time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereintherein and promptly notify the Administrative Agent and the Lenders if it suspends or terminates availability under the Swing Line.

Swing Line. (a) The Swing Line Lender Bank shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or15,000,000, (cii) the conditions to an Advance specified in Article 8 have been satisfied, (iii) without the consent of all of the LendersBanks, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Default, (iv) the Swing Line Lender by Bank has not given at least twenty-four (24) hours prior notice to Borrower that availability under the Administrative Agent Swing Line is suspended or a Lender sufficiently in advance of the making of terminated and (v) after giving effect to such Swing Line Loan, (A) the aggregate outstanding principal evidenced by the Notes plus the Letter of Credit Usage plus the Money Market Outstandings plus the Swing Line Outstandings shall not exceed the Commitments and (B) the aggregate outstanding principal evidenced by the Line A Notes plus the Letter of Credit Usage plus Swing Line Outstandings shall not exceed the Line A Commitment. Borrower may borrow, repay and reborrow under this SectionSection 2.4. Borrowings Unless notified to the contrary by the Swing Line Bank, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under upon telephonic request, and delivery of such written request and certification as the Swing Line) upon telephonic request Line Bank may designate from time to time, by a Responsible Official of Borrower made to the Administrative Agent Swing Line Bank not later than 2:00 4:00 p.m., California Los Angeles time, on the Banking Day of the requested borrowing (which in all events, any telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, Unless notified to the Administrative Agent shall provide telephonic verification to contrary by the Swing Line Lender thatBank, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the Swing Line Lender Bank to debit its demand deposit account at the Swing Line Lender Bank in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender Bank otherwise receives repayment, after 3:00 1:00 p.m., California Los Angeles time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions set forth herein, the Swing Line Lender shall from time to time from until the Closing Date through Termination Date, upon the day prior request of the Borrower, and provided that all of the applicable conditions precedent specified in Section 10.2 have been satisfied, make loans (“Swing Line Loans”) to the Maturity Date make Borrower in an aggregate principal amount not to exceed at any one time outstanding $10,000,000.00. Swing Line Loans to Borrower shall be in such amounts as Borrower may requestany amount and shall, provided that unless otherwise expressly stated in this Agreement, constitute “Loans” for all purposes hereunder, except they shall not be considered a utilization of the Commitment of the Swing Line Lender or any other Lender for purposes of calculating commitment fees hereunder. Notwithstanding the foregoing sentence, the aggregate amount of all Loans (aincluding all Swing Line Loans) after giving effect to such and outstanding Letters of Credit shall not at any time exceed the aggregate of the Commitments. To request a Swing Line Loan, the Borrower shall notify the Agent and the Swing Line Lender of such request by telephone no later than 11:00 a.m., Lafayette, Louisiana, time, on the date of the proposed Swing Line Loan, and shall confirm promptly by hand delivery or telecopy to the Agent and the Swing Line Lender a written borrowing request in a form approved by the Agent and signed by the Borrower. Each request for a Swing Line Loan shall be irrevocable and shall state specifically that the Loan is to be a Swing Line Loan and not a Revolving Credit Facility Usage does not exceed Loan, the Maximum Revolving Credit Amountamount of the Swing Line Loan requested, the date on which such Swing Line Loan is to be made, which shall be a Business Day, and how the proceeds of such Swing Line Loan are to be disbursed. All Swing Line Loans shall bear interest at an annual rate equal to Base Rate from time to time in effect plus or minus the Base Rate Margin from time to time in effect. Subject to the terms and conditions of this Agreement, all Swing Line Loans may be borrowed, prepaid and re-borrowed; provided that any and all such Swing Line Loans then outstanding shall be due and payable in full on the earliest of (i) the first Business Day of each month, (bii) the first date, after giving effect the date that such Swing Line Loan is made, that a Revolving Loan is made, and (iii) the Termination Date. At any time, but not less frequently than weekly, upon the request of the Swing Line Lender, each Lender other than the Swing Line Lender shall purchase a participating interest in any one or more Swing Line Loans in an amount equal to the product of multiplying (x) its Commitment Percentage times (y) the outstanding balance of such Swing Line Loans. No later than 1:00 p.m. Lafayette, Louisiana, time on the date such request is made (or on the next Business Day, if such request is made after 11:00 a.m., Lafayette, Louisiana, time), each Lender will transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swing Line Lender has received from any Lender such Lender’s participating interest in a Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/orLender receives any payment on account thereof, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may Lender is required to be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m.returned, California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification Lender will return to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing any portion thereof previously distributed by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account at it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other rights which such Lender or any other Person may have against the Swing Line Lender or any other Person for any reason whatsoever; (ii) the occurrence or existence of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the amount condition (financial or otherwise) of the Borrower or any payment with respect other Person; (iv) any breach of this Agreement by the Borrower or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to a any of the foregoing. Each Swing Line Loan, or the once so participated, shall cease to be a Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on Loan for purposes of this Agreement and shall become a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereinRevolving Loan.

Swing Line. (a) Notwithstanding any other provision of this ---------- Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, the Swing Line Lender shall make available Swing Line Loans to the Borrower prior to the Revolving Credit Termination Date. The Swing Line Lender shall from time not be obligated to time from the Closing Date through the day prior make any Swing Line Loan pursuant hereto (i) if to the Maturity Date make actual knowledge of the Swing Line Lender the Borrower is not in compliance with all the conditions to the making of Revolving Loans to Borrower set forth in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amountthis Agreement, (bii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or5,000,000, or (ciii) without if after giving effect to such Swing Line Loan, the consent of all sum of the Lenders, no Swing Line Loan may Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the Borrower's option of the Base Rate and the Floating Eurodollar Rate; provided, however, that if -------- ------- any amount shall not be made during the continuation of an paid when due (at maturity, by acceleration or otherwise), or if any Event of Default if written notice of shall have occurred and be continuing, all amounts outstanding under the Swing Line shall bear interest thereafter at the Default Rate from the date such amount was due and payable until the date such amount is paid in full or until the Event of Default shall have been provided to Swing Line Lender by the Administrative Agent cured or a Lender sufficiently in advance of the making of such Swing Line Loanwaived. The Borrower may borrow, repay and reborrow under this SectionSection 2.13. Borrowings ------------ Subject to Section 2.14 hereof, borrowings under the Swing Line may shall be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) made, ------------ upon telephonic written request by a Responsible Official telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender thatnot later than 2:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier the form of Exhibit D-2 ----------- hereto. The Borrower may prepay all or electronic mail). Each repayment any part of a the Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or on giving same-day notice to the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repaymentLender. If the Borrower instructs the Swing Line Lender to debit its any demand deposit account at of the Swing Line Lender Borrower in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, 2:00 P.M. on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender Bank shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/orthe Swing Line Commitment, (cii) without the consent of all of the LendersBanks, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by Bank has not given at least 24 hours prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this Section. Unless notified to the contrary by the Swing Line Bank, Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 250,000 (or the remaining availability under the Swing Line"integral amount") upon telephonic request by a Responsible Official of Borrower Requisite Notice made to the Administrative Agent Swing Line Bank not later than 2:00 p.m., p.m. California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowingBorrowing, the Swing Line Bank shall obtain telephonic verification from the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) 2.1 (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Bank, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repaymentintegral amount. If Borrower instructs the Swing Line Lender Bank to debit its demand deposit account at the Swing Line Lender Bank in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender Bank otherwise receives repayment, after 3:00 p.m., California time, on a Banking Daythe Swing Line Requisite Time therefor, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender Bank shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender Bank shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or50,000,000, (cii) the conditions to an Advance specified in Article VIII have been satisfied (other than delivery of a Loan Notice), (iii) without the consent of all of the LendersBanks, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Default, (iv) the Swing Line Lender by Bank has not given at least 24 hours prior notice to Borrower that availability under the Administrative Agent Swing Line is suspended or a Lender sufficiently in advance of the making of terminated, (v) after giving effect to such Swing Line Loan, the Total Outstandings shall not exceed the Commitment and (vi) in no event shall the Swing Line Bank be obligated to make a Swing Line Loan to Borrower if, after giving effect to such Swing Line Loan, the provisions of Section 6.17 would be violated. Borrower may borrow, repay and reborrow under this SectionSection 2.4. Borrowings Unless notified to the contrary by the Swing Line Bank, borrowings under the Swing Line may shall be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made 100,000. Unless notified to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing contrary by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender thatBank, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings)100,000. Borrower shall notify the Swing Line Lender of its intention to make a repayment of a A Swing Line Loan may, at any time and from time to time, voluntarily be prepaid at the election of Borrower in whole or in part without premium or penalty. Each Swing Line Loan shall be made pursuant to Borrower's irrevocable Swing Line Loan Notice to the Administrative Agent at the Administrative Agent's Office not later than 1:00 4:00 p.m. California Los Angeles time on the date of repayment. If Borrower instructs day the requested Swing Line Lender Loan is to debit its demand deposit account at the be made. Each telephonic Swing Line Lender in Loan Notice by the amount of any payment with respect Borrower pursuant to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall this Section 2.4(a) must be deemed received on the next Banking Day. The Swing Line Lender shall confirmed promptly notify by delivery to the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Official of the Swing Loan Outstandings each time there is a change thereinBorrower.

Swing Line. (a) The Subject to the terms and conditions of this Agreement, the Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bi) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or15,000,000 and the aggregate of the Swing Line Outstandings, the Loans and the Aggregate Effective Amount of all outstanding Letters of Credit do not exceed the Revolving Commitment, (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by has not given at least twenty-four hours' prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this SectionSection without premium or penalty. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change thereintherein and promptly notify the Administrative Agent and the Lenders if it suspends or terminates availability under the Swing Line.

Swing Line. (a) The Subject to the terms and conditions of this Agreement, the Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, ; provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/orthe Swing Line Sublimit at such time and, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans Advances will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 5,000,000 and/or, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions set forth herein, the Swing Line Lender shall from time to time from until the Closing Date through Termination Date, upon the day prior request of the Borrower, and provided that all of the applicable conditions precedent specified in Section 10.2 have been satisfied, make loans ("Swing Line Loans") to the Maturity Date make Borrower in an aggregate principal amount not to exceed at any one time outstanding $7,500,000. Swing Line Loans to Borrower shall be in such amounts as Borrower may requestany amount and shall, provided that unless otherwise expressly stated in this Agreement, constitute "Loans" for all purposes hereunder, except they shall not be considered a utilization of the Commitment of the Swing Line Lender or any other Lender for purposes of calculating commitment fees hereunder. Notwithstanding the foregoing sentence, the aggregate amount of all Loans (aincluding all Swing Line Loans) after giving effect to such and outstanding Letters of Credit shall not at any time exceed the aggregate of the Commitments. To request a Swing Line Loan, the Borrower shall notify the Agent and the Swing Line Lender of such request by telephone no later than 11:00 a.m., Lafayette, Louisiana, time, on the date of the proposed Swing Line Loan, and shall confirm promptly by hand delivery or telecopy to the Agent and the Swing Line Lender a written borrowing request in a form approved by the Agent and signed by the Borrower. Each request for a Swing Line Loan shall be irrevocable and shall state specifically that the Loan is to be a Swing Line Loan and not a Revolving Credit Facility Usage does not exceed Loan, the Maximum Revolving Credit Amountamount of the Swing Line Loan requested, the date on which such Swing Line Loan is to be made, which shall be a Business Day, and how the proceeds of such Swing Line Loan are to be disbursed. All Swing Line Loans shall bear interest at an annual rate equal to Base Rate from time to time in effect plus or minus the Base Rate Margin from time to time in effect. Subject to the terms and conditions of this Agreement, all Swing Line Loans may be borrowed, prepaid and re-borrowed; provided that any and all such Swing Line Loans then outstanding shall be due and payable in full on the earliest of (i) on the first Business Day of each month, (bii) on the first date, after giving effect the date that such Swing Line Loan is made, that a Revolving Loan is made, and (iii) the Termination Date. At any time, but not less frequently than weekly, upon the request of the Swing Line Lender, each Lender other than the Swing Line Lender shall purchase a participating interest in any one or more Swing Line Loans in an amount equal to the product of multiplying (x) its Commitment Percentage times (y) the outstanding balance of such Swing Line Loans. No later than 1:00 p.m. Lafayette, Louisiana, time on the date such request is made (or on the next Business Day, if such request is made after 11:00 a.m., Lafayette, Louisiana, time), each Lender will transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's participating interest in a Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/orLender receives any payment on account thereof, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may Lender is required to be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m.returned, California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification Lender will return to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing any portion thereof previously distributed by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account at it. Each Lender's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other rights which such Lender or any other Person may have against the Swing Line Lender or any other Person for any reason whatsoever; (ii) the occurrence or existence of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the amount condition (financial or otherwise) of the Borrower or any payment with respect other Person; (iv) any breach of this Agreement by the Borrower or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to a any of the foregoing. Each Swing Line Loan, or the once so participated, shall cease to be a Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on Loan for purposes of this Agreement and shall become a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereinRevolving Loan.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Commitments in an efficient manner and to minimize the transfer of funds between the Agent and each Bank, the Swing Line Bank shall make available Swing Line Loans in Dollars to each of the Companies, jointly and severally, from the Effective Date to the Termination Date (or such earlier date as the Revolving Commitments of all Banks shall have terminated in accordance with the terms hereof). The Swing Line Lender Bank shall from time to time from the Closing Date through the day prior not make any Swing Line Loan pursuant hereto (i) if to the Maturity Date make actual knowledge of the Swing Line Bank the Companies are not in compliance with all the conditions to the making of Revolving Loans to Borrower set forth in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amountthis Agreement, (bii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings do not would exceed $10,000,000 and/or25,000,000, or (ciii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided after giving effect to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan, to the actual knowledge of the Swing Line Bank the Dollar Equivalent Amount of Revolving Loan Outstandings would exceed the aggregate Revolving Commitments. Borrower The Companies may borrow, repay and reborrow under this SectionSECTION 2.19. Borrowings Unless notified to the contrary by the Swing Line Bank, borrowings under the Swing Line may shall be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) 100,000, upon telephonic written request by telefacsimile transmission, effective upon receipt, by a Responsible Official of Borrower Officer made to the Administrative Agent Swing Line Bank not later than 2:00 p.m., California time, 1:00 P.M. on the Banking Business Day of the requested borrowing. Each such Swing Line Borrowing Notice shall specify the amount of the borrowing (which telephonic request and the date of borrowing, and shall be promptly confirmed in writing the form of EXHIBIT K, with appropriate insertions. Unless notified to the contrary by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender thatBank, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the aggregate amount of all Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower any Company instructs the Swing Line Lender Bank to debit its any demand deposit account at the Swing Line Lender of such Company in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender Bank otherwise receives repayment, after 3:00 p.m., California time, 1:00 P.M. on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender Bank shall from time to time from the Closing Date through the day prior to until the Maturity Date make Swing Line Loans to Borrower Borrowers in such amounts as Borrower Borrowers may request, provided PROVIDED that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bi) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or20,000,000, (cii) without the consent of all of the LendersBanks, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by Bank has not given at least twenty-four (24) hours prior notice to Borrowers that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower Borrowers may borrow, repay and reborrow under this Section. Borrowings Unless notified to the contrary by the Swing Line Bank, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official Officer of Borrower Borrowers made to the Administrative Agent not later than 2:00 1:00 p.m., California San Francisco time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender Bank that, after giving effect to such request, availability for Loans will exist under Section 2.1(a2.01(c) (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Bank, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or 100,000. If Borrowers instruct the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender Bank to debit its demand deposit account account(s) at the Swing Line Lender Bank or any of its Affiliates in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender Bank otherwise receives repayment, after 3:00 p.m., California San Francisco time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender Bank shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions of this Agreement, the Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower Borrowers in such amounts as Borrower Borrowers may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bi) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or15,000,000 and the Aggregate Outstandings shall not exceed the Commitment, (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by has not given at least twenty-four hours prior notice to Borrowers that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower Borrowers may borrow, repay and reborrow under this SectionSection without premium or penalty. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower Borrowers made to the Administrative Agent not later than 2:00 1:00 p.m., California Nevada time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs Borrowers instruct the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California Nevada time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereintherein and promptly notify the Administrative Agent and the Lenders if it suspends or terminates availability under the Swing Line.

Swing Line. 2.2.1 Upon the Company's request, and subject to the terms and conditions of this Agreement, the Swing Line Lender may, in its sole and absolute discretion, on and after the Closing Date and prior to the Maturity Date, provide to the Company a swing line credit facility (athe "Swing Line") The of up to $25,000,000.00; provided that the Swing Line Lender shall not in any event be permitted to make any Loan under the Swing Line (each a "Swing Loan") if, after giving effect thereto, (i) the sum of the aggregate principal amount of all then-outstanding Loans (including Swing Loans) plus the aggregate amount of all then-outstanding but undrawn Letters of Credit would exceed the Availability at such time, or (ii) the aggregate principal amount of all then-outstanding Swing Loans made by the Swing Line Lender would exceed the Swing Line Availability at such time. Within the limits of the Swing Line Availability, the Company may borrow under this subsection 2.2.1 prior to the Maturity Date, repay pursuant to subsections 2.2.3 or 2.2.4 and reborrow pursuant to this subsection 2.2.1 prior to the Maturity Date. Notwithstanding any contrary provision of this Section 2.2, the Swing Line Lender shall not at any time be obligated to make any Swing Loan. 2.2.2 Notwithstanding the provisions of subsections 2.8.1 and 2.8.2, each Swing Loan outstanding under the Swing Line shall accrue interest at a rate per annum equal to the interest rate applicable to a Prime Rate Loan, which interest shall be payable in arrears on each Interest Payment Date and on the due date for Swing Loans set forth in subsection 2.2.3, and shall be payable to the Administrative Agent for the account of the Swing Line Lender; provided that, notwithstanding any other provision of this Agreement, each Swing Loan shall bear interest for a minimum of one (1) day. 2.2.3 Notwithstanding the provisions of Section 2.7, the principal outstanding under the Swing Line shall be due and payable: (i) at or before 10:00 a.m., San Francisco time, on the third Business Day immediately following any date on which a Swing Loan is made under the Swing Line; and (ii) in any event on the Maturity Date; provided that, if no Event of Default has occurred and remains uncured, and the Company is permitted to borrow Loans under the terms of this Agreement (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans due and payable) at the time such Swing Loans are due, then unless the Company notifies the Swing Line Lender that it will repay such Swing Loans on their due date, the Company shall be deemed to have submitted a Borrowing Notice for Prime Rate Loans in an amount necessary to repay such Swing Loans on their due date, and the provisions of Section 2.4 concerning (i) the minimum principal amounts required for Borrowings and (ii) the funding of requested Borrowings as Swing Loans shall not apply to Loans made pursuant to this subsection 2.2.3. 2.2.4 Notwithstanding the provisions of subsection 2.7.1, the Company may, from time to time from the Closing Date through the day prior to the Maturity Date on any Business Day, make Swing Line Loans to Borrower a voluntary prepayment, in such amounts as Borrower may requestwhole or in part, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all of the Lendersoutstanding principal amount of any Swing Loans, no Swing Line Loan may be made during the continuation of an Event of Default if without incurring any premium or penalty; provided that: (i) each such voluntary prepayment shall require prior written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made given to the Administrative Agent not and Swing Line Lender no later than 2:00 p.m.10:00 a.m., California San Francisco time, on the Banking Day of day on which the requested borrowing Company intends to make a voluntary prepayment, and (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of ii) each such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan voluntary prepayment shall be in an a minimum amount which is an integral multiple of $100,000 250,000 (or or, if less, the aggregate outstanding principal amount of all Swing Line OutstandingsLoans then outstanding). Borrower 2.2.5 Each Bank shall notify the Swing Line Lender of its intention be deemed to make have unconditionally and irrevocably purchased a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account at pro rata risk participation from the Swing Line Lender in the Swing Loans, without recourse or warranty, in an amount equal to such Bank's Pro Rata Share of such Swing Loans. In addition, from and after the date that any Bank funds such participation, such Bank shall, to the extent of its Pro Rata Share, be entitled to receive a ratable portion of any payment with respect to a Swing Line Loan, or of principal and/or interest received by the Swing Line Lender otherwise receives repaymenton account of such Swing Loans, after 3:00 p.m.payable to such Bank promptly upon such receipt. 2.2.6 At any time during the continuance of an Event of Default, California timethe Swing Line Lender may, on without the Company's consent, upon one (1) Business Day's notice to the Company, terminate the Swing Line and cause Prime Rate Loans to be made by the Lenders in an aggregate amount equal to the amount of principal and interest outstanding under the Swing Line (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans), and the conditions precedent set forth in Section 2.4 and Section 4.3, and any requirement of Section 2.4 that a Banking Day, borrowing be funded as a Swing Loan shall not apply to such payment Loans. The proceeds of such Loans shall be deemed received on paid to the next Banking DaySwing Line Lender to retire the outstanding principal and interest owing under the Swing Line. 2.2.7 The Swing Line Lender shall promptly notify not, without the Administrative Agent approval of all Banks, make a Swing Loan if the Swing Loan Outstandings each time there Line Lender then has actual knowledge that a Default has occurred and is a change therein.continuing. 2.3

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior Notwithstanding any other provision of this Agreement to the Maturity Date contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Revolving Credit Lenders, JPMorgan Chase Bank, in its individual capacity and not as Administrative Agent, and subject to the provisions of Section 2.17(c), shall make available Swing Line Loans to the Borrower in such amounts as Borrower may request, provided that (a) after giving effect prior to such the Revolving Credit Termination Date. JPMorgan Chase Bank shall not make any Swing Line Loan, Revolving Credit Facility Usage does Loan pursuant hereto (i) if to the actual knowledge of JPMorgan Chase Bank the Borrower is not exceed in compliance with all the Maximum Revolving Credit Amountconditions to the making of Loans set forth in this Agreement, (bii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or25,000,000, or (ciii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided after giving effect to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan, the principal amount of Outstanding Revolving Credit Obligations exceeds the Total Revolving Credit Commitment. Swing Line Loans shall be limited to Base Rate Loans unless JPMorgan Chase Bank and the Borrower shall agree otherwise. The Borrower may borrow, repay and reborrow under this SectionSection 2.17. Borrowings Unless notified to the contrary by JPMorgan Chase Bank, borrowings under the Swing Line may shall be made in the minimum amount of $1,000,000 or, if greater, in amounts which are integral multiples of $100,000 (100,000, or in the remaining availability under the Swing Line) amount necessary to effect a Base Rate Refunding Loan, upon irrevocable telephonic request notice, by a Responsible Official an Authorized Representative of Borrower made to the Administrative Agent JPMorgan Chase Bank not later than 2:00 p.m., California time, 12:30 P.M. on the Banking Business Day of the requested borrowing (which telephonic request borrowing. The Borrower shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, provide the Administrative Agent written confirmation of each such telephonic notice on the same day by telefacsimile transmission in the form of a Borrowing Notice. Each such Borrowing Notice shall provide telephonic verification specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-3, with appropriate insertions. Unless notified to the Swing Line Lender thatcontrary by JPMorgan Chase Bank, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the aggregate amount of all Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If the Borrower instructs the Swing Line Lender JPMorgan Chase Bank to debit its any demand deposit account at of the Swing Line Lender Borrower in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender JPMorgan Chase Bank otherwise receives repayment, after 3:00 p.m., California time, 2:00 P.M. on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior to the Line A Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such thereto, the sum of (i) the aggregate principal amount outstanding under the Line A Notes plus (ii) the Aggregate Effective Amount of all outstanding Letters of Credit plus (iii) the Swing Line Loan, Revolving Credit Facility Usage Outstandings does not exceed the Maximum Revolving Credit AmountLine A Commitment, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or10,000,000, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (d) the Swing Line Lender by has not given at least twenty-four (24) hours prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, the Swing Line Lender shall make available Swing Line Loans in Dollars to the Borrower prior to the Revolving Credit Termination Date. The Swing Line Lender shall from time not be obligated to time from make any Swing Line Loan pursuant hereto (and shall not unless otherwise approved by the Closing Date through the day prior Required Lenders) (i) if to the Maturity Date make actual knowledge of the Swing Line Lender the Borrower is not in compliance with all the conditions to the making of Revolving Loans to Borrower set forth in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amountthis Agreement, (bii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or50,000,000, or (ciii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided after giving effect to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan, the Outstandings exceed the then applicable Total Revolving Credit Commitment. Borrower may Each Swing Line Loan shall mature, and the principal amount thereof, together with any accrued interest thereon, shall be payable (if not previously prepaid) in full to the Swing Line Lender on the fifth Business Day after such Swing Line Loan is made. The Company may, subject to the conditions set forth in the preceding two sentences, borrow, repay and reborrow under this SectionSECTION 2.6. Borrowings Unless notified to the contrary by the Swing Line Lender, borrowings under the Swing Line may shall be made in the minimum amount of $1,000,000 or, if greater, in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) 1,000,000, upon telephonic written request by a Responsible Official telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to the Administrative Agent Swing Line 44 Lender not later than 2:00 p.m., California time, P.M. on the Banking Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing (which telephonic request and the date of borrowing, and shall be promptly confirmed in writing the form of EXHIBIT D-2, with appropriate insertions. Unless notified to the contrary by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender thatLender, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (1,000,000 or the aggregate amount of all Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the facilities provided for herein in an efficient manner and to minimize the transfer of funds between the Agent and the Banks, the Swing Line Lender shall make available Swing Line Loans in Dollars to the Borrower prior to the Termination Date. The Swing Line Lender shall from time not be obligated to time from the Closing Date through the day prior make any Swing Line Loan pursuant hereto (i) if to the Maturity Date make actual knowledge of the Swing Line Lender the Borrower is not in compliance with all the conditions to the making of any Loans to Borrower set forth in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amountthis Agreement, (bii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default Commitment, or (iii) if written notice of such Event of Default shall have been provided after giving effect to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan, the aggregate outstanding principal amount of all Loans exceeds the Total Revolving Credit Commitment. Borrower may The Company may, subject to the conditions set forth in the preceding sentence, borrow, repay and reborrow under this SectionSection 2.14. Borrowings under Unless notified to the contrary by the Swing Line may Lender, Swing Line Borrowings shall be made in the minimum amount of $1,000,000 or, if greater, in amounts which are integral multiples of $100,000 (500,000, or in the remaining availability under the Swing Line) amount necessary to effect a Refunding Loan, upon telephonic written request by a Responsible Official of telefacsimile transmission, effective upon receipt, by the Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender thatnot later than 12:00 P.M. (Noon) on the Business Day of the requested Swing Line Borrowing. Each such Notice of Borrowing shall specify the amount of the Swing Line Borrowing and the date of borrowing, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing the form of Exhibit D-2, with appropriate insertions. Upon receipt of a Notice of Borrowing as set forth in this Section 2.14(a), the Swing Line Lender shall make the funds of such Swing Line Loan available to the Borrower at the address of the Agent not later than 4:30 P.M. on the day of such Swing Line Borrowing. Unless notified to the contrary by telecopier or electronic mail). Each the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (1,000,000 or the aggregate amount of all Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender shall from time Subject to time the terms and conditions set forth ---------- herein, from the Closing Commitment Increase Date through the day prior to the Maturity Date the Swing Line Bank shall make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (ai) after giving effect to each such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such -------- Swing Line Loan, the Swing Line Outstandings do shall not exceed $10,000,000 and/or15,000,000, (cii) without the consent of all of the LendersBanks, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by Bank has not given at least twenty-four (24) hours prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this Section. Borrowings Unless notified to the contrary by the Swing Line Bank, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, evidenced by the Notes plus the Aggregate Effective Amount of all outstanding ---- Letters of Credit plus the Swing Line Outstandings exceeds the Commitment (as in ---- effect on the Banking Day date of the requested borrowing making of the related Swing Line Loan) and (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail)ii) any Swing Line Loan made (absent the consent of all of the Banks) during the continuation of an Event of Default. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification Each Bank that has provided to the Swing Line Lender that, after giving effect to such request, availability Bank the purchase price due for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed its participation in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan Loans shall be thereupon acquire a pro rata participation, to the extent of such payment, in an amount which is an integral multiple the claim of $100,000 (or the Swing Line Outstandings). Bank against Borrower for principal and interest and shall notify share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Borrower (but only with respect to periods subsequent to the date such Bank paid the Swing Line Lender of Bank its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account at the Swing Line Lender in the amount of any payment purchase price) with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereinclaim.

Swing Line. (a) The Swing Line Lender Bank shall from time to time ---------- from the Closing Completion Date through the day Banking Day immediately prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bi) after giving effect to such Swing Line Loan, the -------- Swing Line Outstandings do not exceed $10,000,000 and/or10,000,000, (cii) without the consent of all of the LendersBanks, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by Bank has not given at least twenty- four (24) hours prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this Section. Borrowings Unless notified to the contrary by the Swing Line Bank, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Managing Agent not later than 2:00 1:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Managing Agent shall provide telephonic verification to the Swing Line Lender Bank that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification ------ shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Bank, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the Swing Line Lender Bank to debit its demand deposit account at the Swing Line Lender Bank in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender Bank otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender Bank shall promptly notify the Administrative Managing Agent of the Swing Loan Outstandings each time there is a change thereintherein and promptly notify the Managing Agent and the Banks if it suspends or terminates availability under the Swing Line.

Swing Line. (a) The Swing Line Lender Bank shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or25,000,000, (cii) the conditions to an Advance specified in Article 8 have been satisfied, (iii) without the consent of all of the LendersBanks, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Default, (iv) the Swing Line Lender by Bank has not given at least twenty- four (24) hours prior notice to Borrower that availability under the Administrative Agent Swing Line is suspended or a Lender sufficiently in advance of the making of terminated, (v) after giving effect to such Swing Line Loan, the aggregate outstanding principal evidenced by the Notes plus the Aggregate Effective Amount plus the Swing Line Outstandings shall not exceed the Commitments and (vi) Lender shall have received a duly completed and executed Loan Compliance Certificate from Borrower by telecopy. Borrower may borrow, repay and reborrow under this SectionSection 2.13. Borrowings Unless notified to the contrary by the Swing Line Bank, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under upon telephonic request, and delivery of such written request and certification as the Swing Line) upon telephonic request Line Bank may designate from time to time, by a Responsible Official of Borrower made to the Administrative Agent Swing Line Bank not later than 2:00 p.m.12: 00 p. m., California Pacific time, on the Banking Day of the requested borrowing (which in all events, any telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, Unless notified to the Administrative Agent shall provide telephonic verification to contrary by the Swing Line Lender thatBank, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or 100,000. If the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a Bank receives repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repaymentafter 1: 00 p. m., after 3:00 p.m., California Pacific time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does Edoes not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in ------------- writing by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions hereof, the Swing Line Lender shall Lender, in its sole and absolute discretion and in reliance upon the agreements of the other Lenders set forth in this Section 2.18, may make loans (herein called “Swing Line Loans”) to Borrower from time to time from the Closing Date through the day on any Business Day prior to the Maturity Commitment Expiry Date make in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Loans to Borrower in such amounts as Borrower may requestSublimit, provided that (a) after giving effect to such any Swing Line Loan, Revolving Credit Facility Usage (i) the aggregate outstanding principal balance of all Swing Line Loans does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line LoanSublimit, and (ii) the Swing Line Revolving Loan Outstandings do shall not exceed $10,000,000 and/or, (c) without the consent of all of the Lenders, no Swing Line Revolving Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail)Limit. Each repayment of a Swing Line Loan shall be in an a minimum amount of $100,000 or such greater amount which is an integral multiple of $100,000 100,000. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower may borrow under this Section 2.18, prepay Swing Line Loans, and reborrow under this Section 2.18. In accordance with Section 2.18(b), each Swing Line Loan shall bear interest until the Termination Date at a rate per annum equal to (x) the rate per annum for Base Rate Loans under the Revolving Facility as from time to time in effect or (y) the Swing Line OutstandingsLender’s Quoted Rate (computed on the basis of a year of 360 days for the actual number of days elapsed). Borrower shall notify Immediately upon the Swing Line Lender making of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California timea risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Loan Commitment Percentage Share times the amount of such Swing Line Loan. Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided that a new Swing Line Loan that bears interest at Swing Line Lender’s Quoted Rate may be used to repay, on the last day of the applicable Interest Period, a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of Loan that bears interest at the Swing Loan Outstandings each time there is a change thereinLine Lender’s Quoted Rate.

Swing Line. (ai) The Subject to the terms and conditions set forth herein, the U.S. Swing Line Lender shall agrees to make loans (each such loan, a "U.S. SWING LINE LOAN") to the U.S. Borrower from time to time from the Closing Date through the day prior to on any Business Day until the Maturity Date make 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 Pro Rata Share of the Outstanding Amount of Loans to Borrower in and L/C Obligations of the Lender acting as U.S. Swing Line Lender, may exceed the amount of such amounts as Borrower may requestLender's Commitment; provided, provided however, that (a) after giving effect to such any U.S. Swing Line Loan, (A) the aggregate Outstanding Amount of the U.S. Revolving Credit Facility Usage does Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations with respect to U.S. Letters of Credit, plus such Lender's Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed the Maximum such Lender's U.S. Revolving Credit AmountCommitment; provided, (b) after giving effect to such Swing Line Loanfurther, that the Swing Line Outstandings do U.S. Borrower shall not exceed $10,000,000 and/or, (c) without use the consent proceeds of all of the Lenders, no any U.S. Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such refinance any outstanding U.S. Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the U.S. Borrower may borrowborrow under this Section 2.04, repay prepay under Section 2.05, and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail)2.04. Each repayment of a U.S. Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or a Base Rate Loan. Immediately upon the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment making of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account at the Swing Line Lender in the amount of any payment with respect to a U.S. Swing Line Loan, or each U.S. Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, risk participation in such payment shall be deemed received on the next Banking Day. The U.S. Swing Line Lender shall promptly notify Loan in an amount equal to the Administrative Agent product of such Lender's Pro Rata Share times the amount of such U.S. Swing Loan Outstandings each time there is a change thereinLine Loan.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such thereto, the sum of (i) the aggregate principal amount outstanding under the Notes plus (ii) the Aggregate Effective Amount of all outstanding Letters of Credit plus (iii) the Swing Line Loan, Revolving Credit Facility Usage Outstandings does not exceed the Maximum Revolving Credit AmountCommitment, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or3,000,000, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (d) the Swing Line Lender by has not given at least twenty-four (24) hours prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) 2.1 (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings)100,000. Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions of this Agreement, the Swing Line Lender shall from time to time from the Closing Amendment Effective Date through the day prior to the Revolver Maturity Date make Swing Line Loans to Borrower Borrowers in such amounts as Borrower Borrowers may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bi) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or15,000,000 and the aggregate of the Swing Line Outstandings, the Line A Loans and the Line B Loans do not exceed the Revolving Commitments, (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by has not given at least twenty-four (24) hours prior notice to Borrowers that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower Borrowers may borrow, repay and reborrow under this SectionSection without premium or penalty. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower Borrowers made to the Administrative Agent not later than 2:00 1:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) or 2.1(b) (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs Borrowers instruct the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereintherein and promptly notify the Administrative Agent and the Lenders if it suspends or terminates availability under the Swing Line.

Swing Line. (a) The Subject to the terms and conditions set forth herein, the Swing Line Lender shall from time to time from until the Closing Date through Termination Date, upon the day prior request of the Borrower, and provided that all of the applicable conditions precedent specified in Section 10.2 have been satisfied, make loans ("Swing Line Loans") to the Maturity Date make Borrower in an aggregate principal amount not to exceed at any one time outstanding $2,000,000. Swing Line Loans to Borrower shall be in such amounts as Borrower may requestany amount and shall, provided that unless otherwise expressly stated in this Agreement, constitute "Loans" for all purposes hereunder, except they shall not be considered a utilization of the Commitment of the Swing Line Lender or any other Lender for purposes of calculating commitment fees hereunder. Notwithstanding the foregoing sentence, the aggregate amount of all Loans (aincluding all Swing Line Loans) after giving effect to such and outstanding Letters of Credit shall not at any time exceed the aggregate of the Commitments. To request a Swing Line Loan, the Borrower shall notify the Agent and the Swing Line Lender of such request by telephone no later than 11:00 a.m., Lafayette, Louisiana, time, on the date of the proposed Swing Line Loan, and shall confirm promptly by hand delivery or telecopy to the Agent and the Swing Line Lender a written borrowing request in a form approved by the Agent and signed by the Borrower. Each request for a Swing Line Loan shall be irrevocable and shall state specifically that the Loan is to be a Swing Line Loan and not a Revolving Credit Facility Usage does Loan, the amount of the Swing Line Loan requested, the date on which such Swing Line Loan is to be made, which shall be a Business Day, and how the proceeds of such Swing Line Loan are to be disbursed. All Swing Line Loans shall bear interest at an annual rate equal to Base Rate from time to time in effect plus or minus the Base Rate Margin from time to time in effect. Subject to the terms and conditions of this Agreement, all Swing Line Loans may be borrowed, prepaid and re-borrowed; provided that any and all such Swing Line Loans then outstanding shall be due and payable in full on the earliest of (i) on Tuesday of each week, or on the next Business Day thereafter if Tuesday is not exceed the Maximum Revolving Credit Amounta Business Day, (bii) on the first date, after giving effect the date that such Swing Line Loan is made, that a Revolving Loan is made, and (iii) the Termination Date. At any time, but not less frequently than weekly, upon the request of the Swing Line Lender, each Lender other than the Swing Line Lender shall purchase a participating interest in any one or more Swing Line Loans in an amount equal to the product of multiplying (x) its Commitment Percentage times (y) the outstanding balance of such Swing Line Loans. No later than 1:00 p.m. Lafayette, Louisiana, time on the date such request is made (or on the next Business Day, if such request is made after 11:00 a.m., Lafayette, Louisiana, time), each Lender will transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's participating interest in a Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/orLender receives any payment on account thereof, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may Lender is required to be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m.returned, California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification Lender will return to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing any portion thereof previously distributed by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account at it. Each Lender's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other rights which such Lender or any other Person may have against the Swing Line Lender or any other Person for any reason whatsoever; (ii) the occurrence or existence of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the amount condition (financial or otherwise) of the Borrower or any payment with respect other Person; (iv) any breach of this Agreement by the Borrower or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to a any of the foregoing. Each Swing Line Loan, or the once so participated, shall cease to be a Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on Loan for purposes of this Agreement and shall become a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereinRevolving Loan.

Swing Line. (a) The On the terms and subject to the conditions set forth herein, the Swing Line Lender shall agrees, from time to time during the period from the Closing Date through date hereof to but not including the day prior Termination Date, to fund revolving credit Swing Line Advances to the Maturity Date make Company in principal amounts which do not on any day exceed in the aggregate when combined with all other Swing Line Loans to Borrower in such amounts as Borrower may request, provided Advances outstanding on that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, day the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without Limit for the consent purpose of all of initially funding requested Advances under the Lenders, no Commitment. A Swing Line Loan may be made during Advance shall bear interest, from the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making date of such Swing Line Loan. Borrower may borrowAdvance until paid in full, repay and reborrow under this Section. Borrowings at the interest rates applicable to an Advance if such Swing Line Advance had been initially funded by the Lenders as an Advance under the Commitment. Interest on such Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request Advances shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification due and payable to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist on the same dates and in the same manner as interest on Advances is due and payable under Section 2.1(a) (and such verification 2.4 of this Agreement. Swing Line Advances shall be promptly confirmed in writing evidenced by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings)Note. Borrower Each Lender absolutely and unconditionally agrees to fund such Lender’s Commitment Percentage of each Swing Line Advance, regardless of any Default or Event of Default or other condition which would otherwise excuse such Lender from funding its Commitment Percentage of such Swing Line Advance, provided that (A) no Lender shall notify be required to make Advances to repay Swing Line Advances which would cause such Lender’s portion of all Advances then outstanding to exceed such Lender’s Commitment Amount, in each case at the time the Lender funds its Commitment Percentage of such Swing Line Advances; and (B) a Lender shall not be obligated to make Advances to repay Swing Line Advances unless the Swing Line Lender believed in good faith that all conditions to making the subject Swing Line Advance were satisfied at the time such Swing Line Advance was made. Upon an Event of its intention to make a repayment Default and the acceleration of the Obligations, each Lender (including Wamu) shall fund such Lender’s Commitment Percentage of all outstanding Swing Line Advances. Agent shall notify each Lender no later than 11:00 a.m. of the Swing Line Advance Due Date of an Advance Request funded by a Swing Line Loan not later than 1:00 p.m. California time on Advance and of such Lender’s Commitment Percentage in the date of repayment. If Borrower instructs the Advance to refinance such Swing Line Lender Advance. Each Lender’s Commitment Percentage of Swing Line Advance shall be remitted to debit its demand deposit account at the Agent on behalf of Swing Line Lender in immediately available funds by wire transfer according to Agent’s wire instructions by 4:00 p.m. on (i) the date of Agent’s notice to refinance such Swing Line Advance, if such notice is made prior to 11:00 a.m. on such date or (ii) otherwise, the first Business Day following such notice. Agent shall promptly apply such Lender’s Advances to the Swing Line Advances outstanding and remit the same promptly to the Swing Line Lender. Upon any such delivery and application, the amount of any payment with respect so refunded shall cease to be a Swing Line LoanAdvance, and shall become an Advance made by the applicable Lender to the Company. If a Lender fails to make its Commitment Percentage of that Swing Line Advance available to Agent on its due date (whether because of that Lender’s default, because that Lender is not open for business on that Business Day, or otherwise) then Agent may recover that amount on demand (i) from that Lender, together with interest at the Swing Line Federal Funds Rate, during the period from the due date to the date Agent recovers that amount from that Lender otherwise receives repayment- which payment is deemed to be that Lender’s Commitment Percentage of that Advance or (ii) if that Lender fails to pay that amount upon demand, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on then from Company together with interest at an annual interest rate equal to the next Banking Day. The Swing Line Lender shall promptly notify rate applicable to the Administrative requested Advance during the period from the due date to the date Agent of the Swing Loan Outstandings each time there is a change thereinrecovers that amount from Company.

Swing Line. (a) The Swing Line Lender Bank shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or15,000,000, (cii) without the consent of all of the LendersBanks, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by Bank has not given at least twenty-four (24) hours prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this Section. Borrowings Unless notified to the contrary by the Swing Line Bank, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent Swing Line Bank not later than 2:00 3:00 p.m., California Nevada time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Swing Line Bank shall obtain telephonic verification from the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) 2.1 (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Bank, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the Swing Line Lender Bank to debit its demand deposit account at the Swing Line Lender Bank in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender Bank otherwise receives repayment, after 3:00 p.m., California Nevada time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender Bank shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein. Swing Line Loans shall bear interest at a fluctuating rate per annum equal to the Alternate Base Rate minus the Applicable Commitment Fee Rate, payable on such dates, not more frequent than monthly, as may be specified by the Swing Line Bank and in any event on the Maturity Date. The Swing Line Bank shall be responsible for invoicing Borrower for such interest. The interest payable on Swing Line Loans is solely for the account of the Swing Line Bank. The Swing Line Loans shall be payable on demand made by the Swing Line Bank and in any event on the Maturity Date. Upon the making of a Swing Line Loan, each Bank shall be deemed to have purchased from the Swing Line Bank a participation therein in an amount equal to that Bank's Pro Rata Share of the Commitment times the amount of the Swing Line Loan. Upon demand made by the Swing Line Bank, each Bank shall, according to its Pro Rata Share of the Commitment, promptly provide to the Swing Line Bank its purchase price therefor in an amount equal to its participation therein. The obligation of each Bank to so provide its purchase price to the Swing Line Bank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. In the event that any Swing Line Outstandings remain outstanding for three (3) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Bank to repay the Swing Line Outstandings), Borrower shall request a Committed Loan pursuant to Section 2.1(a) in an amount complying with Section 2.1(d) and sufficient to repay the Swing Line Outstandings. The Administrative Agent shall automatically provide such amount to the Swing Line Bank (which the Swing Line Bank shall then apply to the Swing Line Outstandings) and credit any balance of the Committed Loan in immediately available funds to the Designated Deposit Account. In the event that Borrower fails to request a Committed Loan within the time specified by Section 2.2 on any such date, the Administrative Agent may, but is not required to, without notice to or the consent of Borrower, cause Committed Advances to be made by the Banks under the Commitment in the amount necessary to comply with Section 2.1(d) and sufficient to repay the Swing Line Outstandings and, for this purpose, the conditions precedent set forth in Sections 8.1, 8.2 and 8.3 shall not apply. The proceeds of such Committed Advances shall be paid to the Swing Line Bank for application to the Swing Line Outstandings.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior to the Revolving Facility Maturity Date make Swing Line Loans Advances to Borrower in such amounts as Borrower may request, provided that (ai) after giving effect to such any Swing Line LoanAdvance, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bii) after giving effect to such Swing Line LoanAdvance, the Swing Line Outstandings do not exceed $10,000,000 15,000,000 and/or, (ciii) without the consent of all of the Lenders, no Swing Line Loan Advance may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line LoanAdvance. Borrower may borrow, repay and reborrow under this SectionSection 2.12. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 500,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier facsimile or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans Advances will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier facsimile or electronic mail). Each repayment of a Swing Line Loan Advance shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan Advance not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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 LoanAdvance, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender Bank shall from time to time from until the Closing Date through the day prior to the Maturity Revolving Termination Date make Swing Line Loans to Borrower Borrowers in such amounts as Borrower Borrowers may request, provided PROVIDED that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bi) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or10,000,000, (cii) without the consent of all of the LendersBanks, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by Bank has not given at least twenty-four (24) hours prior notice to Borrowers that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower Borrowers may borrow, repay and reborrow under this Section. Borrowings Unless notified to the contrary by the Swing Line Bank, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official Officer of Borrower Borrowers made to the Administrative Agent not later than 2:00 1:00 p.m., California San Francisco time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender Bank that, after giving effect to such request, availability for Loans will exist under Section 2.1(a2.01(c) (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Bank, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or 100,000. If Borrowers instruct the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender Bank to debit its demand deposit account account(s) at the Swing Line Lender Bank or any of its Affiliates in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender Bank otherwise receives repayment, after 3:00 p.m., California San Francisco time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender Bank shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Swing Line Bank (a) The shall, and without conferring with the Revolving Banks, make Revolving Credit Loans to the Domestic Borrowers by entry of credits to the Domestic Borrowers' operating account (the "Operating Account") maintained with the Agent to cover checks or other charges which the Domestic Borrowers have drawn or made against such account, but in no 20 -20- event shall the Swing Line Lender shall Bank be required to make any such Revolving Credit Loans if, after giving effect to making all such Revolving Credit Loans, the outstanding amount of all such Revolving Credit Loans owned to the Swing Line Bank exceeds such Swing Line Bank's Commitment and (b) may, in its sole discretion and without conferring with the Revolving Banks, make Revolving Credit Loans to the Domestic Borrowers in an amount as otherwise requested by any of the Domestic Borrowers (each Revolving Credit Loan referred to in the foregoing clauses (a) and (b) being referred to herein as a "Swing Line Loan"). Each Domestic Borrower hereby requests and authorizes the Swing Line Bank to make from time to time from the Closing Date through the day prior to the Maturity Date make such Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent by means of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice appropriate entries of such Event of Default shall have been provided credits sufficient to Swing Line Lender by cover checks and other charges then presented for payment from the Administrative Agent Operating Account or a Lender sufficiently in advance of as otherwise so requested. Each Domestic Borrower acknowledges and agrees that the making of such Swing Line LoanLoans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Revolving Credit Loans covered by a Loan Request including, without limitation, the limitations set forth in Section 2.1 and the requirements that the applicable provisions of Section 12 be satisfied. Borrower may borrow, repay and reborrow under this Section. Borrowings under All actions taken by the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made Bank pursuant to the Administrative Agent not later than 2:00 p.m., California time, provisions of this Section 2.6.2 shall be conclusive and binding on the Banking Day of Domestic Borrowers and the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to Revolving Banks absent the Swing Line Lender that, after giving effect Bank's gross negligence or willful misconduct. Swing Line Loans made pursuant to such request, availability for Loans will exist under this Section 2.1(a) (and such verification 2.6.2 shall be promptly confirmed Base Rate Loans denominated in writing by telecopier or electronic mail). Each repayment Dollars until converted in accordance with the provisions of the Credit Agreement and, prior to a Swing Line Loan Settlement, such interest shall be in an amount which is an integral multiple for the account of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereinBank.

Swing Line. (a) The Subject to the terms and conditions set forth herein, the Swing Line Lender shall from time to time from until the Closing Date through Termination Date, upon the day prior request of the Borrower, and provided that all of the applicable conditions precedent specified in Section 10.2 have been satisfied, make loans (“Swing Line Loans”) to the Maturity Date make Borrower in an aggregate principal amount not to exceed at any one time outstanding $7,500,000.00. Swing Line Loans to Borrower shall be in such amounts as Borrower may requestany amount and shall, provided that unless otherwise expressly stated in this Agreement, constitute “Loans” for all purposes hereunder, except they shall not be considered a utilization of the Commitment of the Swing Line Lender or any other Lender for purposes of calculating commitment fees hereunder. Notwithstanding the foregoing sentence, the aggregate amount of all Loans (aincluding all Swing Line Loans) after giving effect to such and outstanding Letters of Credit shall not at any time exceed the aggregate of the Commitments. To request a Swing Line Loan, the Borrower shall notify the Agent and the Swing Line Lender of such request by telephone no later than 11:00 a.m., Lafayette, Louisiana, time, on the date of the proposed Swing Line Loan, and shall confirm promptly by hand delivery or telecopy to the Agent and the Swing Line Lender a written borrowing request in a form approved by the Agent and signed by the Borrower. Each request for a Swing Line Loan shall be irrevocable and shall state specifically that the Loan is to be a Swing Line Loan and not a Revolving Credit Facility Usage does not exceed Loan, the Maximum Revolving Credit Amountamount of the Swing Line Loan requested, the date on which such Swing Line Loan is to be made, which shall be a Business Day, and how the proceeds of such Swing Line Loan are to be disbursed. All Swing Line Loans shall bear interest at an annual rate equal to Base Rate from time to time in effect plus or minus the Base Rate Margin from time to time in effect. Subject to the terms and conditions of this Agreement, all Swing Line Loans may be borrowed, prepaid and re-borrowed; provided that any and all such Swing Line Loans then outstanding shall be due and payable in full on the earliest of (i) on the first Business Day of each month, (bii) on the first date, after giving effect the date that such Swing Line Loan is made, that a Revolving Loan is made, and (iii) the Termination Date. At any time, but not less frequently than weekly, upon the request of the Swing Line Lender, each Lender other than the Swing Line Lender shall purchase a participating interest in any one or more Swing Line Loans in an amount equal to the product of multiplying (x) its Commitment Percentage times (y) the outstanding balance of such Swing Line Loans. No later than 1:00 p.m. Lafayette, Louisiana, time on the date such request is made (or on the next Business Day, if such request is made after 11:00 a.m., Lafayette, Louisiana, time), each Lender will transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swing Line Lender has received from any Lender such Lender’s participating interest in a Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/orLender receives any payment on account thereof, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may Lender is required to be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m.returned, California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification Lender will return to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing any portion thereof previously distributed by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account at it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other rights which such Lender or any other Person may have against the Swing Line Lender or any other Person for any reason whatsoever; (ii) the occurrence or existence of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the amount condition (financial or otherwise) of the Borrower or any payment with respect other Person; (iv) any breach of this Agreement by the Borrower or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to a any of the foregoing. Each Swing Line Loan, or the once so participated, shall cease to be a Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on Loan for purposes of this Agreement and shall become a Banking Day, such payment shall be deemed received on the next Banking DayRevolving Loan. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.ARTICLE III

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, the Swing Line Lender shall make available Swing Line Loans to the Borrowers prior to the Revolving Credit Termination Date. The Swing Line Lender shall from time to time from the Closing Date through the day prior not make any Swing Line Loan pursuant hereto (i) if to the Maturity Date make actual knowledge of the Swing Line Lender, the Borrowers are not in compliance with all the conditions to the making of Loans to Borrower set forth in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amountthis Agreement, (bii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or5,000,000, or (ciii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided after giving effect to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan, the sum of the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment. Borrower Swing Line Loans shall be limited to Base Rate Loans. The Borrowers may borrow, repay and reborrow under this SectionSection 2.14. Borrowings Unless notified to the contrary by the Swing Line Lender, borrowings under the Swing Line may shall be made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $100,000 (100,000, or in the remaining availability under the Swing Line) amount necessary to effect a Base Rate Refunding Loan, upon telephonic written request by a Responsible Official of Borrower telefacsimile transmission, effective upon receipt, by an Authorized Representative made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender thatnot later than 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by telecopier or electronic mail). Each the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the aggregate amount of all Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If the applicable Borrower instructs or Borrowers instruct the Swing Line Lender to debit its any demand deposit account at of the Swing Line Lender Borrowers in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, P.M. on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Notwithstanding the notice and minimum amount requirements set forth in Section 2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Agent shall make loans to the Borrower in amounts as requested by the Borrower (the "Swing Line Lender shall from time to time from Loans"); provided that the Closing Date through the day prior to the Maturity Date make maximum outstanding principal amount of all Swing Line Loans to Borrower in such amounts as Borrower may requestshall not, provided that (a) after giving effect to such Swing Line Loanat any time, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of 10,000,000. The Borrower acknowledges and agrees that the making of such Swing Line LoanLoans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Revolving Credit Loans covered by a Loan Request including, without limitation, the limitations set forth in Section 2.1 and the requirements that the applicable provisions of Section 11 (in the case of Loans made on the Closing Date) and Section 12 be satisfied. All actions taken by the Agent pursuant to the provisions of this Section 2.6.2 shall be conclusive and binding on the Borrower and the Banks absent the Agent's gross negligence or willful misconduct. Swing Line Loans made pursuant to this Section 2.6.2 shall bear interest at rate per annum equal to the sum of the Federal Funds Effective Rate (as defined in definition of "Prime Rate") plus the Applicable Margin then in effect with respect to LIBOR Rate Loans plus one quarter of one percent (0.25%) and, prior to a Settlement, interest thereon shall be for the account of the Agent, which interest shall be paid on each Settlement Date and on each Interest Payment Date. (b) The Swing Line Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit B-3 hereto (the "Swing Line Note"), dated as of the Closing Date and completed with appropriate insertions. The Swing Line Note shall be payable to the order of the Agent in a principal amount equal to $10,000,000 or, if less, the outstanding amount of all Swing Line Loans made by the Agent, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes the Agent to make or cause to be made, at or about the time of the Drawdown Date of any Swing Line Loan or at the time of receipt of any payment of principal on such the Agent's Swing Line Note, an appropriate notation on the Agent's Swing Line Note Record reflecting the making of such Swing Line Loan or (as the case may borrowbe) the receipt of such payment. The outstanding amount of the Swing Line Loans set forth on such Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to the Agent, repay and reborrow under this Section. Borrowings but the failure to record, or any error in so recording, any such amount on such Note Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Swing Line may be made in amounts which are integral multiples Note to make payments of $100,000 (principal of or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, interest on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail)Note when due. Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein2.7.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, the Swing Line Lender shall make available Swing Line Loans in Dollars to the Borrower prior to the Revolving Credit Termination Date. The Swing Line Lender shall from time not be obligated to time from make any Swing Line Loan pursuant hereto (and shall not unless otherwise approved by the Closing Date through the day prior Required Lenders) (i) if to the Maturity Date make actual knowledge of the Swing Line Lender the Borrower is not in compliance with all the conditions to the making of Revolving Loans to Borrower set forth in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amountthis Agreement, (bii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or50,000,000, or (ciii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided after giving effect to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan, the Outstandings exceed the then applicable Total Revolving Credit Commitment. Borrower may Each Swing Line Loan shall mature, and the principal amount thereof , together with any accrued interest thereon, shall be payable (if not previously prepaid) in full to the Swing Line Lender on the fifth Business Day after such Swing Line Loan is made. The Company may, subject to the conditions set forth in the preceding two sentences, borrow, repay and reborrow under this SectionSection 2.6. Borrowings Unless notified to the contrary by the Swing Line Lender, borrowings under the Swing Line may shall be made in the minimum amount of $500,000 or, if greater, in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) 500,000, upon telephonic written request by a Responsible Official telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender thatnot later than 2:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by telecopier or electronic mail). Each the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (500,000 or the aggregate amount of all Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions of this Agreement, the Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, ; provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit AmountAmount minus the then applicable Aggregate Availability Reserve Amount at such time, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/orthe Swing Line Sublimit at such time and, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans Advances will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender shall from time Subject to time the terms and conditions set forth herein, from the Closing Date through the day prior to the Maturity Date the Swing Line Lender shall make Swing Line Loans to Borrower and each of the Co-Borrowers in such amounts as Borrower they may requestrequest which do not result in the sum of the Indebtedness evidenced by the Committed Revolving Notes and the Competitive Revolving Notes plus the Letters of Credit Usage plus the Swing Line Outstandings exceeding the then effective Revolving Commitment (as in effect on the date of the making of the related Swing Line Loan), provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such each Swing Line Loan, the Swing Line Outstandings do shall not exceed $10,000,000 and/or50,000,000, (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by has not given at least twenty-four hours prior notice to Borrower and the Administrative Agent or a Lender sufficiently in advance of Co-Borrowers that availability under the making of such Swing Line Loanis suspended or terminated. Borrower and the Co-Borrowers may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower or the relevant Co-Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California Los Angeles time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier), provided that if the requested Swing Line Loan is to be credited to an account which is not with the Swing Line Lender, the request must be submitted by 11:30 a.m., Los Angeles time. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans the sum of the Indebtedness evidenced by the Committed Revolving Notes and the Competitive Revolving Notes plus the Letters of Credit Usage plus the Swing Line Outstandings will exist under Section 2.1(a) not exceed the then effective Revolving Commitment (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (100,000. If Borrower or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If relevant Co-Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California Los Angeles time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change thereintherein or if it suspends or terminates availability under the Swing Line.

Swing Line. (a) The Swing Line Lender shall from time Subject to time the terms and conditions set forth herein, from the Closing Date through the day prior to the Maturity Date the Swing Line Lender shall make Swing Line Loans to Borrower in such amounts as Borrower may requestrequest which do not result in the Outstanding Obligations being in excess of the then effective Commitment, provided PROVIDED that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such each Swing Line Loan, the Swing Line Outstandings do shall not exceed $10,000,000 and/or, 5,000,000 and (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line LoanDefault. Borrower may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California local time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier), PROVIDED that if the requested Swing Line Loan is to be credited to an account which is not with the Swing Line Lender, the request must be submitted by 11:30 a.m., California local time. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans the Outstanding Obligations will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing not exceed the Commitment. Unless notified to the contrary by telecopier or electronic mail). Each the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California local time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereintherein under the Swing Line.

Swing Line. (a) The Swing Line Lender shall from time Subject to time from all of the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loanterms and conditions hereof, the Swing Line Outstandings do Lender agrees to extend a swing line facility to the Company which may be availed of by the Company in its discretion from time to time, be repaid and used again, during the period from the date hereof to and including the Revolving Credit Termination Date. The aggregate amount of Swing Line Loans outstanding at any one time shall not exceed Five Million Dollars ($10,000,000 and/or, 5,000,000) (c) without the consent of all of the Lenders, no "Swing Line Commitment"). Each Swing Line Loan may be made during in any amount selected by the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Company. The Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request Loans shall be promptly confirmed in writing evidenced by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple Note of $100,000 the Company (or the "Swing Line Outstandings). Borrower shall notify Note") payable to the Swing Line Lender order of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account at the Swing Line Lender in the amount of any payment with respect to a the Swing Line LoanCommitment, such Swing Line Note to be in substantially the form attached hereto as Exhibit 1.2. Without regard to the face principal amount of the Swing Line Note, the actual principal amount at any time outstanding and owing by the Company on account thereof during the period ending on the Revolving Credit Termination Date shall be the sum of all Swing Line Loans then or theretofore made thereon, less all principal payments actually received thereon during such period. Upon the occurrence and during the continuation of a Default or an Event of Default, the Swing Line Lender otherwise receives repaymentmay, after 3:00 p.m.in its discretion, California timerequire that each of the Banks make a Revolving Credit Loan in an amount equal to its Percentage of the outstanding Swing Line Loans and all accrued and unpaid interest thereon, on a Banking Day, such payment shall the proceeds of which Revolving Credit Loans will be deemed received on paid to the next Banking Day. The Agent for the account of the Swing Line Lender shall promptly notify to pay the Administrative Agent outstanding Swing Line Loans. Effective on the days such Revolving Credit Loans are made, the portion of the Swing Loan Outstandings each time there is a change thereinLine Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Lender, promptly following the Swing Line Lender's demand, the amount of its outstanding Swing Line Loans to the extent amounts received from such Revolving Credit Loans are not sufficient to repay in full the outstanding Swing Line Loans.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a2.1 (a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans Advances to Borrower in such amounts as Borrower may request, provided provided, that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line LoanAdvance, the Swing Line Outstandings do not exceed $10,000,000 and/or5,000,000 and Facility Usage does not exceed the Maximum Credit Amount, (cii) without the consent of all of the Lenders, no Swing Line Loan Advance may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by has not given at least twenty-four (24) hours prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official Senior Officer of Borrower made to the Administrative Agent Swing Line Lender not later than 2:00 p.m.12:00 noon, California San Francisco time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender shall obtain telephonic verification from the Agent that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) 2.1 (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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 LoanAdvance, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California San Francisco time, on a Banking Day, such payment repayment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender Bank shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans Advances in Dollars to Borrower in such amounts as Borrower may request, provided that (ai) after giving effect to such Swing Line LoanAdvance, Revolving Credit Facility Usage does the Swing Line Outstandings shall not exceed the Maximum Revolving Credit Amount$10,000,000, (bii) after giving effect to such Swing Line LoanAdvance, the Swing Line Outstandings do Outstanding Obligations shall not exceed $10,000,000 and/orthe Commitment, (ciii) without the consent of all of the LendersBanks, no Swing Line Loan Advance may be made during the continuation of an any Default or Event of Default if written notice of such Event of Default shall have been provided to and (iv) the Swing Line Lender by Bank has not given at least twenty-four (24) hours prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this Section. Borrowings Unless notified to the contrary by the Swing Line Bank, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California time, on the Banking Day of the requested borrowing Swing Line Advance (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowinga Swing Line Advance, the Administrative Agent shall provide telephonic verification to the Swing Line Lender Bank that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) the Outstanding Obligations shall not exceed the Commitment (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless the Swing Line Bank otherwise agrees, each repayment of a Swing Line Loan Advance shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the Swing Line Lender Bank to debit its demand deposit account at the Swing Line Lender Bank in the amount of any payment with respect to a Swing Line LoanAdvance, or the Swing Line Lender Bank otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender Bank shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.. (b) Swing Line Advances shall bear interest at a fluctuating rate per annum equal to the Alternate Base Rate plus the Applicable Alternate Base Rate Margin. Interest shall be payable on such dates, not more frequent than monthly, as may be specified by the Swing Line Bank and in any event on the Maturity Date. The Swing Line Bank shall be responsible for submitting invoices to Borrower for such interest. The interest payable on Swing Line Advances shall be solely for the account of the Swing Line Bank unless and until the Banks fund their participations therein pursuant to clause (d) of this Section. (c) The Swing Line Advances shall be payable on demand made by the Swing Line Bank and in any event on the Maturity Date. (d) Upon the making of a Swing Line Advance, each Bank shall be deemed to have purchased from the Swing Line Bank a participation therein in an amount equal to that Bank's Pro Rata Share times the amount of the Swing Line Advance. Upon demand made by the Swing Line Bank, each Bank shall, according to its Pro Rata Share, promptly provide to the Swing Line Bank its purchase price therefor in an amount equal to its participation therein. The obligation of each Bank to so provide its purchase price to the Swing Line Bank shall be absolute and unconditional (except only demand made by the Swing Line Bank) and shall not be affected by the occurrence of a Default or Event of Default; provided that no Bank shall be obligated to purchase its Pro Rata Share of (i) Swing Line Advances to the extent that Swing Line Outstandings are in excess of $10,000,000 and (ii) any Swing Line Advance made (absent the consent of all of the Banks) when the Swing Line Bank has written notice that a Default or Event of Default has occurred and such Default or Event of Default remains continuing. Each Bank that has provided to the Swing Line Bank the purchase price due for its participation in Swing Line Advances shall thereupon acquire a pro rata participation, to the extent of such payment, in the claim of the Swing Line Bank against Borrower for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Borrower (but only with respect to periods subsequent to the date such Bank paid the Swing Line Bank its purchase price) with respect to such claim. (e) In the event that the Swing Line Outstandings are in excess of $5,000,000 on three (3) consecutive Banking Days then, on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Bank to reduce the Swing Line Outstandings below $5,000,000), Borrower shall request a Committed Loan in an amount sufficient to reduce the Swing Line Outstandings below $5,000,000. In addition, upon any demand for payment of the Swing Line Outstandings by the Swing Line Bank (unless Borrower has made other arrangements acceptable to the Swing Line Bank to reduce the Swing Line Outstandings to $0), Borrower shall request a Committed Loan in an amount sufficient to repay all Swing Line Outstandings (and, for this purpose, Section 2.1(d) shall not apply). In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Bank to the Swing Line Bank (which the Swing Line Bank shall then apply to the Swing Line Outstandings). In the event that Borrower fails to request a Loan within the time specified by Section 2.2 on any such date, the Administrative Agent may, but shall not be required to, without notice to or the consent of Borrower, cause Advances to be made by the Banks under the Commitment in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The conditions precedent set forth in Article 8 shall not apply to Advances to be made by the Banks pursuant to the three preceding sentences. The proceeds of such Advances shall be paid directly to the Swing Line Bank for application to the Swing Line Outstandings. 2.7

Swing Line. (a) The Swing Line Lender shall from From time to time from the Closing Initial Funding Date through the day prior to the Revolving Maturity Date Date, the Swing Line Lender shall make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such each Swing Line Loan, the Swing Line Outstandings do shall not exceed $10,000,000 and/or15,000,000 and the principal amount of the Revolving Obligations shall not exceed the then effective Revolving Commitment, (cb) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (c) the Swing Line Lender by has not given at least twenty-four hours prior notice to Borrower that availability under the Administrative Agent Swing Line is suspended or a Lender sufficiently terminated. Each Swing Line Loan which results in advance the outstanding Revolving Obligations being in excess of $25,000,000 shall also be subject to the fulfillment of the making of such Swing Line Loanconditions precedent set forth in Section 8.3. Borrower may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., 1:00 p.m. (California time, ) on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) 2.1 (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., p.m. (California time, ) on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender shall from From time to time from the Closing Date through the day prior to the Maturity Date Date, the Swing Line Lender shall make Swing Line Loans in Dollars to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bi) after giving effect to such Swing Line Loan, the Swing Line Outstandings do shall not exceed $10,000,000 and/or10,000,000, (cii) after giving effect to such Swing Line Loan, the Outstanding Obligations shall not exceed the Commitment, (iii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an any Default or Event of Default if written notice of such Event of Default shall have been provided to and (iv) the Swing Line Lender by has not given at least twenty-four (24) hours prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California time, on the Banking Business Day of the requested borrowing Swing Line Loan (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowinga Swing Line Loan, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) the Outstanding Obligations shall not exceed the Commitment (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless the Swing Line Lender otherwise agrees, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender shall Subject to the terms and conditions set forth herein, from time to time from the Closing Date through the day prior to the Maturity Date the Swing Line Lender shall make Swing Line Loans Advances to Borrower in such amounts as Borrower may requestrequest that do not result in the Outstanding Obligations being in excess of the then applicable Commitment, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line LoanAdvance, the Swing Line Outstandings do shall not exceed $10,000,000 and/or, 7,500,000 and (cii) without the consent of all of the Lenders, no Swing Line Loan Advance may be made during the continuation of a Default or an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line LoanDefault. Borrower may borrow, repay and reborrow under this Section. Borrowings under Unless the Swing Line may Lender otherwise agrees, each Swing Line Advance shall be made in amounts an amount which are is an integral multiples multiple of $100,000 (or the remaining availability under the Swing Line) upon and shall be made pursuant to a telephonic request by a Responsible Official of Borrower made to the Administrative Agent Swing Line Lender not later than 2:00 3:00 p.m., California Las Vegas time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailwith a copy submitted by telecopier to the Administrative -40- 47 Agent). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender shall obtain telephonic verification from the Administrative Agent that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) 2.1 (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless the Swing Line Lender otherwise agrees, each repayment of a Swing Line Loan Advance shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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 LoanAdvance, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California Las Vegas time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein. Swing Line Advances shall bear interest at a fluctuating rate per annum equal to the Base Rate plus one quarter of one percent, payable upon demand or at such intervals as may be specified by the Swing Line Lender and in any event on the Maturity Date. The Swing Line Lender shall be responsible for invoicing Borrower for such interest. The interest payable on Swing Line Advances shall be solely for the account of the Swing Line Lender, except to the extent that any Lender has funded the participation purchased by that Lender in accordance with this Section. The Swing Line Advances shall be payable five Business Days following any demand made by the Swing Line Lender and in any event on the Maturity Date. Upon the making of a Swing Line Advance, each Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Lender's Pro Rata Share times the amount of the Swing Line Advance. Upon demand made by the Swing Line Lender through the Administrative Agent, each Lender shall, according to its Pro Rata Share, promptly provide to the Administrative Agent for the account of the Swing Line Lender its purchase price therefor in an amount equal to its participation therein. The obligation of each Lender to so provide its purchase price to the Swing Line Lender with respect to any Swing Line Advance made in accordance with the terms hereof shall be absolute and unconditional and shall not be affected by the occurrence of a Default or Event of Default or any other occurrence or event. In the event that there are Swing Line Outstandings on three consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay the Swing Line Outstandings in full), Borrower shall request a Loan pursuant to Section 2.1(a) in an amount complying with Section 2.1(d) and sufficient to repay the Swing Line Outstandings in full. The Administrative Agent shall automatically provide such amount to the Swing Line Lender (which the Swing Line Lender shall then apply to the Swing Line Outstandings) and credit any balance of the Loan in immediately available funds to the Disbursement Account. In the event that Borrower fails to request a Loan within the time specified by Section 2.2 on any such date, the Administrative Agent may, but is not required to, without notice to or the consent of Borrower, cause Advances to be made by the Lenders under the Commitment in the amount necessary to comply with Section 2.1(d) and sufficient to repay all Swing Line Outstandings and, for this purpose, the conditions precedent set forth in Article 8 shall not apply. The proceeds of such Advances shall be paid to the Swing Line Lender for application to the Swing Line Outstandings.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior Notwithstanding any other provision of this Agreement to the Maturity Date contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, JPMorgan Chase Bank, in its individual capacity and not as Administrative Agent, and subject to the provisions of Section 2.14(c), shall make available Swing Line Loans to the Borrower in such amounts as Borrower may request, provided that (a) after giving effect prior to such the Revolving Credit Termination Date. JPMorgan Chase Bank shall not make any Swing Line Loan, Revolving Credit Facility Usage does Loan pursuant hereto (i) if to the actual knowledge of JPMorgan Chase Bank the Borrower is not exceed in compliance with all the Maximum Revolving Credit Amountconditions to the making of Loans set forth in this Agreement, (bii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or25,000,000, or (ciii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided after giving effect to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan, the principal amount of Outstanding Credit Obligations exceeds the Total Revolving Credit Commitment. Swing Line Loans shall be limited to Base Rate Loans unless JPMorgan Chase Bank and the Borrower shall agree otherwise. The Borrower may borrow, repay and reborrow under this SectionSection 2.14. Borrowings Unless notified to the contrary by JPMorgan Chase Bank, borrowings under the Swing Line may shall be made in the minimum amount of $1,000,000 or, if greater, in amounts which are integral multiples of $100,000 (100,000, or in the remaining availability under the Swing Line) amount necessary to effect a Base Rate Refunding Loan, upon irrevocable telephonic request notice, by a Responsible Official an Authorized Representative of Borrower made to the Administrative Agent JPMorgan Chase Bank not later than 2:00 p.m., California time, 12:30 P.M. on the Banking Business Day of the requested borrowing (which telephonic request borrowing. The Borrower shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, provide the Administrative Agent written confirmation of each such telephonic notice on the same day by telefacsimile transmission in the form of a Borrowing Notice. Each such Borrowing Notice shall provide telephonic verification specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the Swing Line Lender thatcontrary by JPMorgan Chase Bank, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the aggregate amount of all Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If the Borrower instructs the Swing Line Lender JPMorgan Chase Bank to debit its any demand deposit account at of the Swing Line Lender Borrower in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender JPMorgan Chase Bank otherwise receives repayment, after 3:00 p.m., California time, 2:00 P.M. on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender shall from time Subject to time the terms and conditions set forth herein, from the Closing Date through the day prior to the Revolver Maturity Date Date, the Swing Line Lender shall make Swing Line Loans to the Domestic Borrower in such amounts as the Domestic Borrower may requestrequest which do not result in the Revolving Usage plus the Euro Reserve being in excess of the then effective Revolving Commitment, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such each Swing Line Loan, the Swing Line Outstandings do shall not exceed $10,000,000 and/or, 5,000,000 and (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line LoanDefault. The Domestic Borrower may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of the Domestic Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California local time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier), provided that if the requested Swing Line Loan is to be credited to an account which is not with the Swing Line Lender, the request must be submitted by 11:30 a.m., California local time. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans the Revolving Usage plus the Euro Reserve will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing not exceed the Revolving Commitment. Unless notified to the contrary by telecopier or electronic mail). Each the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If the Domestic Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California local time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change thereintherein under the Swing Line.

Swing Line. (a) The Swing Line Lender Bank shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans Advances in Dollars to Borrower in such amounts as Borrower may request, provided that (ai) after giving effect to such Swing Line LoanAdvance, Revolving Credit Facility Usage does the Swing Line Outstandings shall not exceed the Maximum Revolving Credit Amount$10,000,000, (bii) after giving effect to such Swing Line LoanAdvance, the Swing Line Outstandings do Outstanding Obligations shall not exceed $10,000,000 and/orthe Commitment, (ciii) without the consent of all of the LendersBanks, no Swing Line Loan Advance may be made during the continuation of an any Default or Event of Default if written notice of such Event of Default shall have been provided to and (iv) the Swing Line Lender by Bank has not given at least twenty-four (24) hours prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this Section. Borrowings Unless notified to the contrary by the Swing Line Bank, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California time, on the Banking Day of the requested borrowing Swing Line Advance (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowinga Swing Line Advance, the Administrative Agent shall provide telephonic verification to the Swing Line Lender Bank that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) the Outstanding Obligations shall not exceed the Commitment (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless the Swing Line Bank otherwise agrees, each repayment of a Swing Line Loan Advance shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the Swing Line Lender Bank to debit its demand deposit account at the Swing Line Lender Bank in the amount of any payment with respect to a Swing Line LoanAdvance, or the Swing Line Lender Bank otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender Bank shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.. (b) Swing Line Advances shall bear interest at a fluctuating rate per annum equal to the Base Rate. Interest shall be payable on such dates, not more frequent than monthly, as may be specified by the Swing Line Bank and in any event on the Maturity Date. The Swing Line Bank shall be responsible for submitting invoices to Borrower for such interest. The interest payable on Swing Line Advances shall be solely for the account of the Swing Line Bank unless and until the Banks fund their participations therein pursuant to clause (d) of this Section. (c) The Swing Line Advances shall be payable on demand made by the Swing Line Bank and in any event on the Maturity Date. (d) Upon the making of a Swing Line Advance, each Bank shall be deemed to have purchased from the Swing Line Bank a participation therein in an amount equal to that Bank's Pro Rata Share times the amount of the Swing Line Advance. Upon demand made by the Swing Line Bank, each Bank shall, according to its Pro Rata Share, promptly provide to the Swing Line Bank its purchase price therefor in an amount equal to its participation therein. The obligation of each Bank to so provide its purchase price to the Swing Line Bank shall be absolute and unconditional (except only demand made by the Swing Line Bank) and shall not be affected by the occurrence of a Default or Event of Default; provided that no Bank shall be obligated to purchase its Pro Rata Share of (i) Swing Line Advances to the extent that Swing Line Outstandings are in excess of $10,000,000 and (ii) any Swing Line Advance made (absent the consent of all of the Banks) when the Swing Line Bank has written notice that a Default or Event of Default has occurred and such Default or Event of Default remains continuing. Each Bank that has provided to the Swing Line Bank the purchase price due for its participation in Swing Line Advances shall thereupon acquire a pro rata participation, to the extent of such payment, in the claim of the Swing Line Bank against Borrower for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Borrower (but only with respect to periods subsequent to the date such Bank paid the Swing Line Bank its purchase price) with respect to such claim. (e) In the event that the Swing Line Outstandings are in excess of $5,000,000 on three (3) consecutive Banking Days then, on the next Banking Day (unless Borrower has made other arrange- ments acceptable to the Swing Line Bank to reduce the Swing Line Outstandings below $5,000,000), Borrower shall request a Committed Loan in an amount sufficient to reduce the Swing Line Outstandings below $5,000,000. In addition, upon any demand for payment of the Swing Line Outstandings by the Swing Line Bank (unless Borrower has made other arrangements acceptable to the Swing Line Bank to reduce the Swing Line Outstandings to $0), Borrower shall request a Committed Loan in an amount sufficient to repay all Swing Line Outstandings (and, for this purpose, Section 2.1(d) shall not apply). In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Bank to the Swing Line Bank (which the Swing Line Bank shall then apply to the Swing Line Out- standings). In the event that Borrower fails to request a Loan within the time specified by Section 2.2 on any such date, the Administrative Agent may, but shall not be required to, without notice to or the consent of Borrower, cause Advances to be made by the Banks under the Commitment in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The conditions precedent set forth in Article 8 shall not apply to Advances to be made by the Banks pursuant to the three preceding sentences. The proceeds of such Advances shall be paid directly to the Swing Line Bank for application to the Swing Line Outstandings. 2.7

Swing Line. (a) The Subject to the terms and conditions set forth herein, the Swing Line Lender shall agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.3, from time to time from the Closing Date through the day prior to the Maturity Date to make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bi) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/orthe Swing Line Sublimit, (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by has not given at least 24 hours prior notice to Borrower that availability under the Administrative Agent Swing Line is suspended or a Lender sufficiently in advance terminated; provided, further, that after giving effect to any Swing Line Loan, (x) the aggregate Outstanding Amount of all Loans and Letter of Credit Usage shall not exceed the Aggregate Commitments, and (y) the aggregate Outstanding Amount of the making Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Letter of Credit Usage, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment; and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower may borrow, repay and reborrow under this Section. 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 $100,000 500,000 (or the remaining availability under the Swing Line“integral amount”) upon telephonic request by a Responsible Official of Borrower Requisite Notice made to the Administrative Agent Swing Line Lender not later than 2:00 p.m., 1:00 p.m. California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowingBorrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender shall obtain telephonic verification from Administrative Agent that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) 2.1 (and such verification shall be promptly confirmed in writing by telecopier or electronic mailfacsimile). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repaymentintegral amount. If Borrower instructs the Swing Line Lender to debit its their demand deposit account at the Swing Line Lender in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions of this Agreement, the Swing Line Lender shall from time to time from the Closing Amendment Effective Date through the day prior to the Maturity Date make Swing Line Loans to Borrower Borrowers in such amounts as Borrower Borrowers may request, provided PROVIDED that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bi) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or15,000,000 and the aggregate of the Swing Line Outstandings, the Line A Loans, the Line B Loans and the Aggregate Effective Amount of all outstanding Letters of Credit do not exceed the Commitments, (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by has not given at least twenty-four (24) hours prior notice to Borrowers that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower Borrowers may borrow, repay and reborrow under this SectionSection without premium or penalty. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower Borrowers made to the Administrative Agent not later than 2:00 1:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) or 2.1(b) (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs Borrowers instruct the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereintherein and promptly notify the Administrative Agent and the Lenders if it suspends or terminates availability under the Swing Line.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or10,000,000, (cb) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (c) the Swing Line Lender by has not given at least twenty-four (24) hours prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) 2.1 (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior to the Revolving Credit Facility Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 5,000,000 and/or, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions set forth in this Agreement, Swing Line Lender shall from time agrees to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower from the TTI Closing Date until the Maturity Date in such amounts as Borrower may from time to time request; provided, provided however, that (ai) after giving effect to such the aggregate principal amount of all Swing Line Loan, Revolving Credit Facility Usage does Loans shall not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line LoanCommitment, and (ii) the Swing Line Outstandings do Outstanding Obligations of each Lender shall not exceed $10,000,000 and/or, (c) without such Lender's Commitment and the consent Outstanding Obligations of all of Lenders shall not exceed the Lenders, no combined Commitments at any time. No Swing Line Loan may shall be made during the continuation of an Event of Default without the consent of the Required Lenders (or, if written notice the waiver of any such Event of Default shall have been provided to requires the consent of all Lenders under Section 10.01, all Lenders) and Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line LoanLender. Borrower may borrow, repay and reborrow under this Section. Unless notified to the contrary by Swing Line Lender, Borrowings under the Swing Line may shall be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) Minimum Amount therefor upon telephonic request by a Responsible Official of Borrower Requisite Notice made to the Administrative Agent Swing Line Lender not later than 2:00 p.m., California time, on the Banking Day of Requisite Time therefor. Each such request for a Swing Line Loan shall constitute a representation and warranty by Borrower that the requested borrowing conditions set forth in Sections 4.04(a) and (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail)b) are satisfied. Promptly after receipt of such a request for borrowingrequest, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, shall obtain telephonic verification from Administrative Agent that there is availability for Loans will exist such Swing Line Loan under Section 2.1(a) (and such verification shall be promptly confirmed in writing the Commitments. Unless notified to the contrary by telecopier or electronic mail). Each Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the made directly to Swing Line Lender of its intention to make in the Minimum Amount therefor by payment or debit at a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account at the Swing Line Lender in Lender. All payments received after the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment Requisite Time therefor shall be deemed received on the next Banking succeeding Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein. Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from Swing Line Lender a risk participation therein in an amount equal to that Lender's Pro Rata Share times the amount of the Swing Line Loan.

Swing Line. (a) The Subject to the terms and conditions set forth in this Agreement, Swing Line Lender shall from time agrees to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower until the Maturity Date in such amounts as Borrower may from time to time request; provided, provided however, that (ai) after giving effect to such the aggregate principal amount of all Swing Line Loan, Revolving Credit Facility Usage does Loans shall not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line LoanCommitment, and (ii) the Outstanding Obligations of each Lender shall not exceed such Lender's Commitment and the Outstanding Obligations of all Lenders shall not exceed the lesser of the Combined Commitments or the Borrowing Base at any time. Swing Line Lender may terminate or suspend the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without at any time and from time to time in its sole discretion upon at least 24 hours prior notice to Borrower. Without the consent of all of the LendersRequisite Lenders and Swing Line Lender, no Swing Line Loan may shall be made during the continuation of a Default or an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line LoanDefault. Borrower may borrow, repay and reborrow under this Section. Unless notified to the contrary by Swing Line Lender, Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed more than the Minimum Amount and after Requisite Notice has been given to Swing Line Lender. Each such request for a Swing Line Loan shall constitute a representation and warranty by Borrower that the conditions set forth in writing by telecopier or electronic mail)Sections 5.02 (a) and (b) are satisfied. Promptly after receipt of such a request for borrowingrequest, Swing Line Lender shall obtain telephonic verification from the Administrative Agent shall provide telephonic verification that there is availability for such Swing Line Loan under the Commitments. Unless notified to the contrary by the Swing Line Lender thatLender, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the made directly to Swing Line Lender of its intention to make by payment or debit at a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account at the Swing Line Lender in the amount or by other means of any payment with respect as is acceptable to a Swing Line Loan, or Lender. All payments received after the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment Requisite Notice time shall be deemed received on the next Banking succeeding Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein. Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from Swing Line Lender a risk participation therein in an amount equal to that Lender's Pro Rata Share times the amount of the Swing Line Loan (except with respect to any Advance under the Swing Line Loan made by Swing Line Lender with actual knowledge that (i) a Default or an Event of Default had occurred prior to such Advance, and (ii) Swing Line Lender was not authorized by Lenders to make said Advance pursuant to this Section 2.05(a)).

Swing Line. (a) The Subject to the terms and conditions of this Agreement, the Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bi) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or10,000,000, (cii) the Revolving Outstandings shall not exceed the then effective Revolving Commitment, (iii) on each date prior to the Opening Date, the Operating Reserve shall be maintained, (iv) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (v) the Swing Line Lender by has not given at least twenty four hours' prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this SectionSection without premium or penalty. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California Nevada time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California Nevada time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change thereintherein and promptly notify the Administrative Agent and the Lenders if it suspends or terminates availability under the Swing Line.

Swing Line. (a) The Subject to the terms and conditions set forth in this Agreement, Swing Line Lender shall Bank agrees to make Swing Line Loans on any Business Day during the Availability Period in such amounts as the Company may from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request; provided, provided however, that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bi) after giving effect to such Swing Line Loan, the Swing Line Outstandings do Loans shall not exceed $10,000,000 and/orthe Swing Commitment, (cii) without the consent Outstanding Obligations of all of Banks shall not exceed the LendersAggregate Commitment at any time; provided, no further, that Swing Line Loan Bank may be made during terminate or suspend the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by at any time and from time to time in its sole discretion upon at least 24 hours prior notice to Company. Within the Administrative Agent or a Lender sufficiently in advance limits of the making of such Swing Line Loan. Borrower Bank's Swing Commitment, and subject to the other terms and conditions hereof, Company may borrow, repay and reborrow under this Section. Unless notified to the contrary by Swing Line Bank, Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line"integral amount") upon irrevocable telephonic request notice to Swing Line Bank followed by a Responsible Official of Borrower made written notice to Swing Line Bank (with a copy to the Administrative Agent Agent) not later than 2:00 p.m., California 12:00 noon San Francisco time, on . Each such request for a Swing Line Loan shall constitute a representation and warranty by Borrower that the Banking Day of the requested borrowing conditions set forth in Sections 4.2(c) and (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail)d) are satisfied. Promptly after receipt of such a request for borrowingrequest, Swing Line Bank shall obtain telephonic verification from the Administrative Agent shall provide telephonic verification to the that there is availability for such Swing Line Lender that, after giving effect to such request, availability for Loans will exist Loan under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail)the Commitments. Each repayment of a Swing Line Loan shall be made to the Administrative Agent for the account of the Swing Line Bank in an amount which is an integral multiple of $100,000 (the integral amount by payment or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make debit at a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account at the Swing Line Lender in the amount Bank of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, America. All payments received after 3:00 p.m., California time, on a Banking Day, such payment 12:00 noon San Francisco time shall be deemed received on the next Banking succeeding Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions hereof, Swing Line Lender shall Lender, in its discretion and in reliance upon the agreements of the other Lenders set forth in this §2.16, may make loans (herein called “Swing Line Loans”) to Borrower from time to time from between the Closing Date through the day prior to and the Maturity Date make 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 Swing Line Lender’s Percentage of the outstanding principal balance of Swing Line Lender’s Revolving Loans to Borrower in such amounts as Borrower and LC Obligations, may requestexceed the amount of Swing Line Lender’s Revolving Commitment, provided that (a) after giving effect to such any Swing Line Loan, Revolving Credit Facility Usage (i) the aggregate outstanding principal balance of all Swing Line Loans does not exceed the Maximum Swing Line Sublimit, and (ii) the aggregate amount of the Outstanding Revolving Loans, Swing Line Loans and Letters of Credit Amountdoes not exceed the lesser of (A) the aggregate Revolving Commitments of all of Lenders and (B)(1) the Borrowing Base at such time minus (2) the Outstanding Term Loans minus (3) the outstanding principal amount of the loans under the MGP/UPS Credit Facility. Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower may borrow under this §2.16, prepay under §§3.2 and 3.3, and reborrow under this §2.16. The obligation of Borrower to repay to Swing Line Lender the aggregate amount of all Swing Line Loans made by Swing Line Lender, together with interest accruing in connection therewith, shall be evidenced by a Note made by Borrower payable to Swing Line Lender in substantially the form of Exhibit A-1 hereto (b) after giving such notes and any substitute or replacement notes therefor, the “Swing Line Notes”). Each Swing Line Loan shall bear interest on each day outstanding at a rate equal to the Base Rate plus the Base Rate Spread applicable to Revolving Loans in effect to on such day. Immediately upon the making of a Swing Line Loan, the each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all of the Lenders, no Lender a risk participation in such Swing Line Loan may be made during in an amount equal to the continuation of an Event of Default if written notice product of such Event of Default shall have been provided to Swing Line Lender by Lender’s Percentage times the Administrative Agent or a Lender sufficiently in advance of the making amount of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions set forth herein, the Swing Line Lender shall Bank agrees, in reliance upon the agreements of the other Banks set forth in this Section 2.4, to make Swing Line Loans to Borrower from time to time from the Closing Date through the day prior to Business Day immediately preceding the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or100,000,000, (cii) the conditions to an Advance specified in Article VIII have been satisfied (other than delivery of a Loan Notice), (iii) without the consent of all of the LendersBanks, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Default, (iv) the Swing Line Lender by Bank has not given at least 24 hours prior notice to Borrower that availability under the Administrative Agent Swing Line is suspended or a Lender sufficiently in advance of the making of terminated, (v) after giving effect to such Swing Line Loan, the Total Outstandings shall not exceed the Commitment and (vi) in no event shall the Swing Line Bank be obligated to make a Swing Line Loan to Borrower if, after giving effect to such Swing Line Loan, the provisions of Section 6.17 would be violated. Borrower may borrow, repay and reborrow under this SectionSection 2.4. Borrowings Unless notified to the contrary by the Swing Line Bank, borrowings under the Swing Line may shall be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made 100,000. Unless notified to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing contrary by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender thatBank, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings)100,000. Borrower shall notify the Swing Line Lender of its intention to make a repayment of a A Swing Line Loan may, at any time and from time to time, voluntarily be prepaid at the election of Borrower in whole or in part without premium or penalty. Each Swing Line Loan shall be made pursuant to Borrower’s irrevocable Swing Line Loan Notice to the Administrative Agent at the Administrative Agent’s Office not later than 1:00 4:00 p.m. California Los Angeles time on the date of repayment. If Borrower instructs day the requested Swing Line Lender Loan is to debit its demand deposit account at the be made. Each telephonic Swing Line Lender in Loan Notice by the amount of any payment with respect Borrower pursuant to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall this Section 2.4(a) must be deemed received on the next Banking Day. The Swing Line Lender shall confirmed promptly notify by delivery to the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Official of the Swing Loan Outstandings each time there is a change thereinBorrower.

Swing Line. 2.2.1 Upon the Company's request, and subject to the terms and conditions of this Agreement, the Swing Line Lender may, in its sole and absolute discretion, on and after the Closing Date and prior to the initial Maturity Date, provide to the Company a swing line credit facility (athe "Swing Line") The of up to $25,000,000.00; provided that the Swing Line Lender shall not in any event be permitted to make any Loan under the Swing Line (each a "Swing Loan") if, after giving effect thereto, (i) the sum of the aggregate principal amount of all then-outstanding Loans other than Swing Loans plus the aggregate amount of all then-outstanding but undrawn Letters of Credit would exceed the Availability at such time, or (ii) the aggregate principal amount of all then-outstanding Swing Loans made by the Swing Line Lender would exceed the Swing Line Availability at such time. Within the limits of the Swing Line Availability, the Company may borrow under this subsection 2.2.1 prior to the initial Maturity Date, repay pursuant to subsections 2.2.3 or 2.2.4 and reborrow pursuant to this subsection 2.2.1 prior to the initial Maturity Date. Notwithstanding any contrary provision of this Section 2.2, the Swing Line Lender shall not at any time be obligated to make any Swing Loan. 2.2.2 Notwithstanding the provisions of subsections 2.9.1 and 2.9.2, each Swing Loan outstanding under the Swing Line shall accrue interest at a rate per annum equal to the interest rate applicable to a Reference Rate Loan, which interest shall be payable in arrears on each Interest Payment Date and on the due date for Swing Loans set forth in subsection 2.2.3, and shall be payable to the Administrative Agent for the account of the Swing Line Lender; provided that, notwithstanding any other provision of this Agreement, each Swing Loan shall bear interest for a minimum of one (1) day. 2.2.3 Notwithstanding the provisions of Section 2.7, the principal outstanding under the Swing Line shall be due and payable: (i) at or before 10:00 a.m., San Francisco time, on the fifth Business Day immediately following any date on which a Swing Loan is made under the Swing Line; and (ii) in any event on the initial Maturity Date; provided that, if no Event of Default has occurred and remains uncured, and the Company is permitted to borrow Loans under the terms of this Agreement (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans due and payable) at the time such Swing Loans are due, then unless the Company notifies the Swing Line Lender that it will repay such Swing Loans on their due date, the Company shall be deemed to have submitted a Borrowing Notice for Reference Rate Loans in an amount necessary to repay such Swing Loans on their due date, and the provisions of Section 2.4 concerning (i) the minimum principal amounts required for Borrowings and (ii) the funding of requested Borrowings as Swing Loans shall not apply to Loans made pursuant to this subsection 2.2.3. 2.2.4 Notwithstanding the provisions of subsection 2.7.1, the Company may, from time to time from the Closing Date through the day prior to the Maturity Date on any Business Day, make Swing Line Loans to Borrower a voluntary prepayment, in such amounts as Borrower may requestwhole or in part, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all of the Lendersoutstanding principal amount of any Swing Loans, no Swing Line Loan may be made during the continuation of an Event of Default if without incurring any premium or penalty; provided that: (i) each such voluntary prepayment shall require prior written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made given to the Administrative Agent not and Swing Line Lender no later than 2:00 p.m.10:00 a.m., California San Francisco time, on the Banking Day of day on which the requested borrowing Company intends to make a voluntary prepayment, and (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of ii) each such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan voluntary prepayment shall be in an a minimum amount which is an integral multiple of $100,000 250,000 (or or, if less, the aggregate outstanding principal amount of all Swing Line OutstandingsLoans then outstanding). Borrower 2.2.5 Each Bank shall notify the Swing Line Lender of its intention be deemed to make have unconditionally and irrevocably purchased a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account at pro rata risk participation from the Swing Line Lender in the Swing Loans, without recourse or warranty, in an amount equal to such Bank's Pro Rata Share of such Swing Loans. In addition, from and after the date that any Bank funds such participation, such Bank shall, to the extent of its Pro Rata Share, be entitled to receive a ratable portion of any payment with respect to a Swing Line Loan, or of principal and/or interest received by the Swing Line Lender otherwise receives repaymenton account of such Swing Loans, after 3:00 p.m.payable to such Bank promptly upon such receipt. 2.2.6 At any time during the continuance of an Event of Default, California timethe Swing Line Lender may, on without the Company's consent, upon one (1) Business Day's notice to the Company, terminate the Swing Line and cause Reference Rate Loans to be made by the Lenders in an aggregate amount equal to the amount of principal and interest outstanding under the Swing Line (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans), and the conditions precedent set forth in Section 2.4 and Section 4.3, and any requirement of Section 2.4 that a Banking Day, borrowing be funded as a Swing Loan shall not apply to such payment Loans. The proceeds of such Loans shall be deemed received on paid to the next Banking DaySwing Line Lender to retire the outstanding principal and interest owing under the Swing Line. 2.2.7 The Swing Line Lender shall promptly notify not, without the Administrative Agent approval of all Banks, make a Swing Loan if the Swing Loan Outstandings each time there Line Lender then has actual knowledge that a Default has occurred and is a change therein.continuing. 2.3

Swing Line. (a) The Swing Line Lender shall Subject to the terms and conditions set forth herein, from time to time from the Closing Date through the day prior to the Maturity Date the Swing Line Lender shall make Swing Line Loans Advances to Borrower in such amounts as Borrower may requestrequest that do not result in the Outstanding Obligations being in excess of the then applicable Commitment, provided PROVIDED that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line LoanAdvance, the Swing Line Outstandings do shall not exceed $10,000,000 and/or, 2,000,000 and (cii) without the consent of all of the Lenders, no Swing Line Loan Advance may be made during the continuation of a Default or an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line LoanDefault. Borrower may borrow, repay and reborrow under this Section. Borrowings under Unless the Swing Line may Lender otherwise agrees, each Swing Line Advance shall be made in amounts an amount which are is an integral multiples multiple of $100,000 (or the remaining availability under the Swing Line) upon and shall be made pursuant to a telephonic request by a Responsible Official of Borrower made to the Administrative Agent Swing Line Lender not later than 2:00 3:00 p.m., California Las Vegas time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailwith a copy submitted by telecopier to the Administrative Agent). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender shall obtain telephonic verification from the Administrative Agent that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) 2.1 (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless the Swing Line Lender otherwise agrees, each repayment of a Swing Line Loan Advance shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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 LoanAdvance, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California Las Vegas time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein.

Swing Line. (aA) The Swing Line Lender shall from time Subject to time the terms and conditions set forth herein, from the Closing Date through the day prior to the Maturity Date Date, the Swing Line Lender shall make Swing Line Loans to Borrower in such amounts as Borrower it may requestrequest which do not result in the Total Utilization being in excess of the then effective Commitments, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such each Swing Line Loan, the Swing Line Outstandings do shall not exceed $10,000,000 and/or10,000,000, (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an a Default or Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender has not given at least twenty-four hours prior notice to Borrower that availability under the Swing Line is suspended or terminated. Each request for a Swing Line Loan shall constitute a representation by the Administrative Agent or a Lender sufficiently in advance Borrower that each of the making of such Swing Line Loanrepresentations and warranties set forth herein are true and correct, to the extent set forth in Section 4.2(b). Borrower may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official Senior Officer of Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California Pacific time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier), provided that if the requested Swing Line Loan is to be credited to an account which is not with the Swing Line Lender, the request must be submitted by 11:30 a.m., Pacific time. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans the Total Utilization will exist under Section 2.1(a) not exceed the then effective Commitments (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California Pacific time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein or if it suspends or terminates availability under the Swing Line. (B) Swing Line Loans shall bear interest at a fluctuating rate per annum equal to the Base Rate. Interest shall be payable on such dates, not more frequent than monthly, as may be specified by the Swing Line Lender and in any event on the Maturity Date. The Swing Line Lender shall be responsible for invoicing Borrower for such interest. Interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (D) below). (C) The Swing Line Loans shall be payable within five (5) Banking Days after demand made by the Swing Line Lender and in any event on the Maturity Date or any earlier date when all other Obligations are due. (D) Upon the making of a Swing Line Loan in accordance with Section 2.10(A), each Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Lender's Pro Rata Share times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender through the Administrative Agent, each Lender shall, according to its Pro Rata Share, promptly provide to the Swing Line Lender its purchase price therefor in an amount equal to its participation therein. The obligation of each Lender to so provide its purchase price to the Swing Line Lender shall be absolute and unconditional (subject only to the making of a demand upon that Lender by the Swing Line Lender) and shall not be affected by the occurrence of a Default or Event of Default; provided that no Lender shall be obligated to purchase its Pro Rata Share of (i) Swing Line Loans to the extent that Swing Line Outstandings are in excess of $10,000,000 or to the extent that the making of such Swing Line Loan results in the Total Utilization being in excess of the then effective Commitments, or (ii) any Swing Line Loan is made (absent the consent of all of the Lenders) during the continuation of any Default or Event of Default. Each Lender that has provided to the Swing Line Lender the purchase price due for its participation in Swing Line Loans shall thereupon acquire a pro rata participation, to the extent of such payment, in the claim of the Swing Line Lender against Borrower for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Borrower (but only with respect to periods subsequent to the date such Lender paid the Swing Line Lender its purchase price) with respect to such claim. (E) In the event that the Swing Line Outstandings are (a) outstanding five consecutive Banking Days, or (b) the Swing Line Outstandings are in excess of $5,000,000 for three Banking Days, then (unless Borrower has made other arrangements acceptable to the Swing Line Lender to pay the Swing Line Outstandings in full), on the next Banking Day, Borrower shall request a Loan pursuant to Section 2.1 which is sufficient to pay the Swing Line Outstandings in full. In addition, upon any demand for payment of the Swing Line Outstandings by the Swing Line Lender (unless Borrower has made other arrangements acceptable to the Swing Line Lender to reduce the Swing Line Outstandings to $0), Borrower shall request a Loan pursuant to Section 2.1 which is sufficient to repay all Swing Line Outstandings (and, for this purpose, the conditions precedent to the making of Loans shall not apply). In each case, the Administrative Agent shall automatically provide the Loans made by each Lender to the Swing Line Lender (which the Swing Line Lender shall then apply to the Swing Line Outstandings). In the event that Borrower fails to request a Loan within the time speci- fied by Section 2.1B on any such date, the Administrative Agent may, but is not required to, without notice to or the consent of Borrower, cause Loans to be made by the Lenders under their Commitments in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The conditions precedent set forth in Section 4 shall not apply to Loans made pursuant to the three preceding sentences but the Lenders shall not be obligated to make such Loans to the extent that the conditions set forth in Section 2.10(A)(i), (ii) and (iii) were not satisfied as to any Swing Line Loan which is part of such Swing Line Outstandings. The proceeds of such Loans shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

Swing Line. (a) The Swing Line Agent, the Swingline Lender and the Revolver Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after a Borrower requests a Multicurrency Revolver Advance that is a LIBOR Rate Loan denominated in Euros, the Swingline Lender may elect to have the terms of this Section 2.14(a) apply to such request by advancing, on behalf of the Multicurrency Revolver Lenders and in the amount requested, same day funds to the relevant Borrower, on the applicable Funding Date to the applicable Designated Account(s) (each such Multicurrency Revolver Advance made solely by the Swingline Lender pursuant to this Section 2.14(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.14(c). Each Swingline Loan shall be subject to all the terms and conditions applicable to other LIBOR Rate Loans funded by the Multicurrency Revolver Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account and except for the notice requirements. The aggregate amount of Swingline Loans outstanding at any time shall not exceed the Dollar Equivalent of $25,000,000. The Swingline Lender shall from not make any Swingline Loan (i) if the requested Swingline Loan would result in (x) the Multicurrency Revolver Usage exceeding the Maximum Multicurrency Revolver Amount at such time to or (y) the Revolver Usage exceeding the lesser of (1) the Maximum Revolver Amount and (2) the Borrowing Base at such time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower (in such amounts as Borrower may request, provided that (a) after each case before giving effect to such Swing Line Swingline Loan, Revolving Credit Facility Usage does not exceed ) or (ii) the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all Swingline Lender has actual knowledge that one or more of the Lenders, no Swing Line Loan may applicable conditions precedent set forth in Section 3 will not be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time satisfied on the date of repaymentthe applicable Swingline Loan. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment All Swingline Loans shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereinOvernight LIBO Borrowings.

Swing Line. (a) The Swing Line Lender shall from time Subject to time the terms and conditions set forth ---------- herein, from the Closing Date through the day prior to the Maturity Date the Swing Line Bank shall make Swing Line Loans to Borrower and each of the Co- Borrowers in such amounts as Borrower they may requestrequest which do not result in the Outstanding Obligations being in excess of the then effective Commitment, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such each Swing Line Loan, the Swing Line -------- Outstandings do shall not exceed $10,000,000 and/or50,000,000, (cii) without the consent of all of the LendersBanks, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by Bank has not given at least twenty-four hours prior notice to Borrower and the Administrative Agent or a Lender sufficiently in advance of Co-Borrowers that availability under the making of such Swing Line Loanis suspended or terminated. Borrower and the Co-Borrowers may borrow, repay and reborrow under this Section. Borrowings Unless notified to the contrary by the Swing Line Bank, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower or the relevant Co-Borrower made to the Administrative Agent not later than 2:00 3:00 p.m., California local time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier), provided that if the requested Swing Line Loan is to be -------- credited to an account which is not with the Swing Line Bank, the request must be submitted by 11:30 a.m., California local time. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender Bank that, after giving effect to such request, availability for Loans the Outstanding Obligations will exist under Section 2.1(a) not exceed the Commitment (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Bank, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (100,000. If Borrower or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If relevant Co-Borrower instructs the Swing Line Lender Bank to debit its demand deposit account at the Swing Line Lender Bank in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender Bank otherwise receives repayment, after 3:00 p.m., California local time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender Bank shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereintherein or if it suspends or terminates availability under the Swing Line.

Swing Line. (a) The Subject to the terms and conditions of this Agreement, the Swing Line Lender shall from time to time from the Closing Date through the day prior to the Revolving Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bi) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or10,000,000, (cii) the sum of (x) the aggregate principal amount under the Revolving Notes, (y) the Swing Line Outstandings and (z) the Letters of Credit Usage shall not exceed the then effective Revolving Commitment, (iii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iv) the Swing Line Lender by has not given at least twenty-four hours’ prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this SectionSection without premium or penalty. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change thereintherein and promptly notify the Administrative Agent and the Lenders if it suspends or terminates availability under the Swing Line.

Swing Line. (a) The Swing Line Lender shall Subject to the terms and conditions set forth herein, from time to time from the Closing Date through the day prior to the Maturity Date the Swing Line Lender shall make Swing Line Loans Advances to Borrower in such amounts as Borrower may requestrequest that do not result in the Outstanding Obligations being in excess of the then applicable Commitment, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line LoanAdvance, the Swing Line Outstandings do shall not exceed $10,000,000 and/or, 2,000,000 and (cii) without the consent of all of the Revolving Lenders, no Swing Line Loan Advance may be made during the continuation of a Default or an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line LoanDefault. Borrower may borrow, repay and reborrow under this Section. Borrowings under Unless the Swing Line may Lender otherwise agrees, each Swing Line Advance shall be made in amounts an amount which are is an integral multiples multiple of $100,000 (or the remaining availability under the Swing Line) upon and shall be made pursuant to a telephonic request by a Responsible Official of Borrower made to the Administrative Agent Swing Line Lender not later than 2:00 3:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailwith a copy submitted by telecopier to the Administrative Agent). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender shall obtain telephonic verification from the Administrative Agent that, after giving effect to such request, availability for Revolving Loans will exist under Section 2.1(a) 2.1 (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless the Swing Line Lender otherwise agrees, each repayment of a Swing Line Loan Advance shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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 LoanAdvance, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein. Swing Line Advances shall bear interest at a fluctuating rate per annum equal to the Base Rate plus the Base Rate Margin, payable at such intervals as may be specified by the Swing Line Lender in its invoices to Borrower and in any event on the Maturity Date. The Swing Line Lender shall be responsible for invoicing Borrower for such interest. The interest payable on Swing Line Advances shall be solely for the account of the Swing Line Lender, except to the extent that any Revolving Lender has funded the participation purchased by that Lender in accordance with this Section. Upon the making of a Swing Line Advance, each Revolving Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Lender’s Pro Rata Share times the amount of the Swing Line Advance. Upon demand made by the Swing Line Lender through the Administrative Agent, each Revolving Lender shall, according to its Pro Rata Share, promptly provide to the Administrative Agent for the account of the Swing Line Lender its purchase price therefor in an amount equal to its participation therein. The obligation of each Revolving Lender to so provide its purchase price to the Swing Line Lender with respect to any Swing Line Advance made in accordance with the terms hereof shall be absolute and unconditional and shall not be affected by the occurrence of a Default or Event of Default or any other occurrence or event. In the event that there are Swing Line Outstandings on three consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay the Swing Line Outstandings in full), Borrower shall request a Revolving Loan pursuant to Section 2.1(b) in an amount complying with Section 2.1(e) and sufficient to repay the Swing Line Outstandings in full. The Administrative Agent shall automatically provide such amount to the Swing Line Lender (which the Swing Line Lender shall then apply to the Swing Line Outstandings) and credit any balance of the Revolving Loan in immediately available funds to the Disbursement Account. In the event that Borrower fails to request a Revolving Loan within the time specified by Section 2.2 on any such date, the Administrative Agent may, but is not required to, without notice to or the consent of Borrower, cause Advances to be made by the Revolving Lenders under the Revolving Loan Commitment in the amount necessary to comply with Section 2.1(e) and sufficient to repay all Swing Line Outstandings and, for this purpose, the conditions precedent set forth in Article 8 shall not apply. The proceeds of such Advances shall be paid to the Swing Line Lender for application to the Swing Line Outstandings. If for any reason any Swing Line Outstandings cannot be refinanced by a Revolving Loan in accordance with this Section, the request for Revolving Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Outstandings and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Lender shall be deemed payment in respect of such participation.

Swing Line. (a) The Swing Line Lender shall from time Subject to time the terms and conditions set forth herein, from the Closing Date through the day prior to the Maturity Date the Swing Line Lender shall make Swing Line Loans to the Borrower in such amounts as the Borrower may requestrequest which do not result in (i) the Outstanding Obligations being in excess of the aggregate then effective Commitments or (ii) the Outstanding Obligations under the Revolving Commitment being in excess of the Revolving Commitment, provided PROVIDED that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such each Swing Line Loan, the Swing Line Outstandings do shall not exceed $10,000,000 and/or, and (cb) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line LoanDefault. The Borrower may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official an Authorized Officer of the Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California local time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier), PROVIDED that if the requested Swing Line Loan is to be credited to an account which is not with the Swing Line Lender, the request must be submitted by 11:30 a.m., California local time. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans (x) the Outstanding Obligations will exist not exceed the aggregate then effective Commitments and (y) the Outstanding Obligations under Section 2.1(a) (and such verification shall be promptly confirmed in writing the Revolving Commitment will not exceed the Revolving Commitment. Unless notified to the contrary by telecopier or electronic mail). Each the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If the Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California local time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereintherein under the Swing Line.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior Notwithstanding any other provision of this Agreement to the Maturity Date contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Revolving Credit Lenders, JPMorgan Chase Bank, in its individual capacity and not as Administrative Agent, and subject to the provisions of Section 2.17(c), shall make available Swing Line Loans to the Borrower in such amounts as Borrower may request, provided that (a) after giving effect prior to such the Revolving Credit Termination Date. JPMorgan Chase Bank shall not make any Swing Line Loan, Revolving Credit Facility Usage does Loan pursuant hereto (i) if to the actual knowledge of JPMorgan Chase Bank the Borrower is not exceed in compliance with all the Maximum Revolving Credit Amountconditions to the making of Loans set forth in this Agreement, (bii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or25,000,000, or (ciii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided after giving effect to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment. Swing Line Loans shall be limited to Base Rate Loans unless JPMorgan Chase Bank and the Borrower shall agree otherwise. The Borrower may borrow, repay and reborrow under this SectionSection 2.17. Borrowings Unless notified to the contrary by JPMorgan Chase Bank, borrowings under the Swing Line may shall be made in the minimum amount of $1,000,000 or, if greater, in amounts which are integral multiples of $100,000 (100,000, or in the remaining availability under the Swing Line) amount necessary to effect a Base Rate Refunding Loan, upon irrevocable telephonic request notice, by a Responsible Official an Authorized Representative of Borrower made to the Administrative Agent JPMorgan Chase Bank not later than 2:00 p.m., California time, 12:30 P.M. on the Banking Business Day of the requested borrowing (which telephonic request borrowing. The Borrower shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, provide the Administrative Agent written confirmation of each such telephonic notice on the same day by telefacsimile or electronic transmission in the form of a Borrowing Notice. Each such Borrowing Notice shall provide telephonic verification specify the amount of the borrowing, and the date of borrowing, and shall be in the form of Exhibit D-3, with appropriate insertions. Unless notified to the Swing Line Lender thatcontrary by JPMorgan Chase Bank, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the aggregate amount of all Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If the Borrower instructs the Swing Line Lender JPMorgan Chase Bank to debit its any demand deposit account at of the Swing Line Lender Borrower in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender JPMorgan Chase Bank otherwise receives repayment, after 3:00 p.m., California time, 2:00 P.M. on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions hereof, Swing Line Lender shall Lender, in its discretion and in reliance upon the agreements of the other Lenders set forth in this §2.16, may make loans (herein called “Swing Line Loans”) to Borrower from time to time from between the Closing Date through the day prior to and the Maturity Date make 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 Swing Line Lender’s Percentage of the outstanding principal balance of Swing Line Lender’s Revolving Loans to Borrower in such amounts as Borrower and LC Obligations, may requestexceed the amount of Swing Line Lender’s Revolving Commitment, provided that (a) after giving effect to such any Swing Line Loan, Revolving Credit Facility Usage (i) the aggregate outstanding principal balance of all Swing Line Loans does not exceed the Maximum Swing Line Sublimit, and (ii) the aggregate amount of the Outstanding Revolving Loans, Swing Line Loans and Letters of Credit Amountdoes not exceed the lesser of (A) the aggregate Revolving Commitments of all of Lenders and (B)(1) the Borrowing Base at such time minus (2) the outstanding principal amount of the loans under the MGP/UPS Credit Facility. Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower may borrow under this §2.16, prepay under §§3.2 and 3.3, and reborrow under this §2.16. The obligation of Borrower to repay to Swing Line Lender the aggregate amount of all Swing Line Loans made by Swing Line Lender, together with interest accruing in connection therewith, shall be evidenced by a Note made by Borrower payable to Swing Line Lender in substantially the form of Exhibit A-1 hereto (b) after giving such notes and any substitute or replacement notes therefor, the “Swing Line Notes”). Each Swing Line Loan shall bear interest on each day outstanding at a rate equal to the Base Rate plus the Base Rate Spread applicable to Revolving Loans in effect to on such day. Immediately upon the making of a Swing Line Loan, the each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all of the Lenders, no Lender a risk participation in such Swing Line Loan may be made during in an amount equal to the continuation of an Event of Default if written notice product of such Event of Default shall have been provided to Swing Line Lender by Lender’s Percentage times the Administrative Agent or a Lender sufficiently in advance of the making amount of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions hereof, Swing Line Lender shall Lender, in its discretion and in reliance upon the agreements of the other Lenders set forth in this §2.16, may make loans (herein called "Swing Line Loans") to Borrower from time to time from between the Closing Date through the day prior to and the Maturity Date make 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 Swing Line Lender's Commitment Percentage of the outstanding principal balance of Swing Line Lender's Revolving Loans to Borrower in such amounts as Borrower and LC Obligations, may requestexceed the amount of Swing Line Lender's Commitment, provided that (a) after giving effect to such any Swing Line Loan, Revolving Credit Facility Usage (i) the aggregate outstanding principal balance of all Swing Line Loans does not exceed the Maximum Swing Line Sublimit, and (ii) the aggregate amount of the Outstanding Loans and Letters of Credit does not exceed the lesser of the aggregate Commitments of all of Lenders and the Borrowing Base at such time. Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower may borrow under this §2.16, prepay under §§3.2 and 3.3, and reborrow under this §2.16. The obligation of Borrower to repay to Swing Line Lender the aggregate amount of all Swing Line Loans made by Swing Line Lender, together with interest accruing in connection therewith, shall be evidenced by a Note made by Borrower payable to Swing Line Lender in substantially the form of Exhibit A-1 hereto (such notes and any substitute or replacement notes therefore, the "Swing Line Notes"). Each Swing Line Loan shall bear interest on each day outstanding at a rate equal to the Base Rate plus the Base Rate Spread applicable to Revolving Credit Amount, (b) after giving Loans in effect to on such day. Immediately upon the making of a Swing Line Loan, the each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all of the Lenders, no Lender a risk participation in such Swing Line Loan may be made during in an amount equal to the continuation of an Event of Default if written notice product of such Event of Default shall have been provided to Swing Line Lender by Lender's Commitment Percentage times the Administrative Agent or a Lender sufficiently in advance of the making amount of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions hereof, the Swing Line Lender Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.18, shall make loans (herein called “Swing Line Loans”) to Borrower from time to time from the Closing Date through the day on any Business Day prior to the Maturity Commitment Expiry Date make in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Loans to Borrower in such amounts as Borrower may requestSublimit, provided that (a) after giving effect to such any Swing Line Loan, Revolving Credit Facility Usage (i) the aggregate outstanding principal balance of all Swing Line Loans does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line LoanSublimit, and (ii) the Swing Line Revolving Loan Outstandings do shall not exceed $10,000,000 and/or, (c) without the consent of all of the Lenders, no Swing Line Revolving Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail)Limit. Each repayment of a Swing Line Loan shall be in an a minimum amount of $100,000 or such greater amount which is an integral multiple of $100,000 100,000. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower may borrow under this Section 2.18, prepay Swing Line Loans, and reborrow under this Section 2.18. In accordance with Section 2.18(b), each Swing Line Loan shall bear interest until the Termination Date at a rate per annum equal to (x) the rate per annum for Base Rate Loans under the Revolving Facility as from time to time in effect or (y) the Swing Line OutstandingsLender’s Quoted Rate (computed on the basis of a year of 360 days for the actual number of days elapsed). Borrower shall notify Immediately upon the Swing Line Lender making of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California timea risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Loan Commitment Percentage Share times the amount of such Swing Line Loan. Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided that a new Swing Line Loan that bears interest at Swing Line Lender’s Quoted Rate may be used to repay, on the last day of the applicable Interest Period, a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of Loan that bears interest at the Swing Loan Outstandings each time there is a change thereinLine Lender’s Quoted Rate.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day Business Day prior to the Maturity Date make Swing Line Loans Advances in Dollars to any Borrower in such amounts as that Borrower may request, provided that (ai) after giving effect to such Swing Line LoanAdvance, Revolving Credit Facility Usage does the Swing Line Outstandings shall not exceed the Maximum Revolving Credit Amount$50,000,000, (bii) after giving effect to such Swing Line LoanAdvance, the Swing Line Outstandings do Outstanding Obligations shall not exceed $10,000,000 and/orthe Commitment at any time, (ciii) without the consent of all of the Lenders, no Swing Line Loan Advance may be made during the continuation of an any Default or Event of Default if written notice Default, (iv) without the consent of all of the Lenders, the aggregate principal amount of the Outstanding Obligations of Marina and of each other Borrower designated as such Event of Default in accordance with Section 2.10 shall have been provided to not exceed the Aggregate Sublimit for that Borrower at any time, and (v) the Swing Line Lender by has not given at least twenty-four hours prior notice to the Administrative Agent or a Lender sufficiently in advance of Parent that availability under the making of such Swing Line Loanis suspended or terminated. Borrower Borrowers may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of any Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California time, on the Banking Business Day of the requested borrowing Swing Line Advance (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowinga Swing Line Advance, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) the Outstanding Obligations shall not exceed the Commitment (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless the Swing Line Lender otherwise agrees, each repayment of a Swing Line Loan Advance shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If a Borrower instructs the 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 LoanAdvance, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, the Swing Line Lender shall make available, on a same day basis, Swing Line Loans to the Borrower from time to time from the Closing Date through until the day prior Revolving Credit Termination Date. The Swing Line Lender shall not be obligated to make any Swing Line Loan pursuant hereto (i) if to the Maturity Date make actual knowledge of the Swing Line Lender the Borrower is not in compliance with all the conditions to the making of Revolving Loans to Borrower set forth in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amountthis Agreement, (bii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default Sublimit, or (iii) if written notice of such Event of Default shall have been provided after giving effect to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan, the sum of the Outstandings exceeds the Total Revolving Credit Commitment. The Borrower may borrowmay, repay subject to the conditions set forth in the preceding sentence, borrow under this Section 2.4, prepay, and reborrow under this SectionSection 2.4. Borrowings Unless notified to the contrary by the Swing Line Lender, borrowings under the Swing Line may shall be made in the minimum amount of $500,000 or, if greater, in amounts which are integral multiples of $100,000 (100,000, or in the remaining availability under the Swing Line) amount necessary to effect a Base Rate Refunding Loan or a Base Rate Loan made to satisfy Unreimbursed Amounts pursuant to Section 3.1(c), upon telephonic written request by a Responsible Official telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to the Administrative Agent not later than 2:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender thatnot later than 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by telecopier or electronic mail). Each the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (500,000 or the aggregate amount of all Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Facility Amount, (bii) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, 5,000,000 and/or (ciii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an a Default or Event of Default if written notice of such Default or Event of Default shall have been provided to the Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings under the Swing Line may be made (in minimum amounts which are integral multiples of $100,000 (or the remaining availability under to be agreed upon by Borrower and the Swing LineLine Lender) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 p.m., California timetime (or such later time as the Swing Line Lender may agree), on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans Borrowings will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or as may be agreed between Borrower and the Swing Line Outstandings)Lender. Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time (or such later time as the Swing Line Lender may agree) on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California timetime (or such later time as the Swing Line Lender may agree), on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Subject to the terms and conditions of this Agreement, the Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower Borrowers in such amounts as Borrower Borrowers may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (bi) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or15,000,000 and the Aggregate Outstandings shall not exceed the Commitment, (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by has not given at least twenty-four hours prior notice to Borrowers that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower Borrowers may borrow, repay and reborrow under this SectionSection without premium or penalty. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower Borrowers made to the Administrative Agent not later than 2:00 1:00 p.m., California time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs Borrowers instruct the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereintherein and promptly notify the Administrative Agent and the Lenders if it suspends or terminates availability under the Swing Line.

Swing Line. Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, the Swing Line Lender shall make available Swing Line Loans under the Revolving Credit Facility to the Borrower prior to the Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) The Swing Line Lender shall from time to time from not make any Swing Line Loan pursuant hereto (i) if the Closing Date through Borrower is not in compliance with all the day prior conditions to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, making of Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit AmountLoans set forth in this Agreement, (bii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed the Total Swing Line Commitment, or (iii) if after giving effect to such Swing Line Loan, the sum of the Total Outstandings exceeds the Total Revolving Credit Commitment. (b) All Swing Line Loans shall bear interest at the rate agreed to between the Borrower and the Swing Line Lender (provided that in the absence of any agreed upon interest rate for a Swing Line Loan, such Swing Line Loan shall bear interest at the Base Rate) and, unless made in accordance with Sections 2.01(c)(iv), 2.02(e) or 3.02(c), shall be in the minimum principal amount of $10,000,000 and/or1,000,000 (or the remaining Total Swing Line Commitment, if less) and any increment of $100,000 in excess thereof. (c) without the consent The principal amount of all of the Lenders, no each Swing Line Loan may shall be payable on the earlier to occur of (i) the demand for repayment thereof with a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender acknowledge that all Swing Line Loans are to be made during solely by the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender to the Borrower but that each such Lender shall share the risk of loss with respect to such Swing Line Loans by making a Revolving Credit Loan in the Administrative Agent or a Lender sufficiently manner set forth in advance of the making Section 2.02(e) below to repay such Swing Line Loan in an amount equal to such Lender's Applicable Commitment Percentage of such Swing Line Loan. The obligation of each Lender to so pay its ratable share of the principal amount of outstanding Swing Line Loans by making such Revolving Credit Loans up to but not exceeding the Revolving Credit Commitment of such Lender shall be absolute and unconditional and shall be made without counterclaim, deduction or set-off by such Lender. Without limiting the generality of the foregoing, each Lender's obligation to pay its ratable share of the principal amount of all outstanding Swing Line Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower may borrowto satisfy the applicable conditions to borrowing set forth in Section 5.02, repay (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents (including such documents as defined in the 364 Day Facility Credit Agreement), or (iii) the occurrence of any Default or Event of Default. (e) The Swing Line Lender may, at any time, in its sole discretion, by written notice to the Borrower, the Agent and reborrow under this Sectionthe Lenders, demand repayment of its Swing Line Loans. Borrowings under Any such demand for repayment of the Swing Line may Loans, and the occurrence of the Swing Line Termination Date, shall be made in amounts which are integral multiples deemed to constitute a Borrowing Notice delivered and received pursuant to Section 2.01(c)(i) and (ii), effective on the date of $100,000 (such demand or the remaining availability occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line) upon telephonic request by a Responsible Official of Borrower made Line Loans. Each Lender shall pay to the Administrative Agent not later than 2:00 p.m.Agent, California time, on for the Banking Day account of the requested borrowing Swing Line Lender, an amount of such Base Rate Loan under the Revolving Credit Facility equal to its Applicable Commitment Percentage (which telephonic request shall be promptly confirmed determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in writing by telecopier or electronic mailthe manner described in Section 2.01(c)(iii). Promptly after (f) The Agent shall upon the receipt of such a request for borrowingRevolving Credit Loan pursuant to Section 2.02(e) in an amount sufficient to repay any or all Swing Line Loan(s) then outstanding, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect the amount necessary to repay such request, availability for Loans will exist under Section 2.1(aSwing Line Loan(s) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender shall then apply to such repayment) and credit any balance of its intention the Revolving Credit Loan in immediately available funds to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repaymentBorrower's Account. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. (g) The Swing Line Lender shall promptly notify continue in effect until the Administrative Agent of Revolving Credit Termination Date (the "Swing Loan Outstandings each time there is a change therein.Line Termination Date"). 2.03

Swing Line. (a) The Swing Line Lender shall from time Subject to time the terms and conditions set forth herein, from the Closing Date through the day prior to the Revolver Maturity Date Date, the Swing Line Lender shall make Swing Line Loans to the Borrower in such amounts as the Borrower may requestrequest which do not result in the Revolving Usage being in excess of the then effective Revolving Commitment, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such each Swing Line Loan, the Swing Line Outstandings do shall not exceed $10,000,000 and/or, 5,000,000 and (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line LoanDefault. The Borrower may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of the Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California local time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier), provided that if the requested Swing Line Loan is to be credited to an account which is not with the Swing Line Lender, the request must be submitted by 11:30 a.m., California local time. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans the Revolving Usage will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing not exceed the Revolving Commitment. Unless notified to the contrary by telecopier or electronic mail). Each the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If the Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California local time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change thereintherein under the Swing Line.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day Business Day prior to the Maturity Date make Swing Line Loans Advances in Dollars to any Borrower in such amounts as that Borrower may request, provided PROVIDED that (ai) after giving effect to such Swing Line LoanAdvance, Revolving Credit Facility Usage does the Swing Line Outstandings shall not exceed the Maximum Revolving Credit Amount$50,000,000, (bii) after giving effect to such Swing Line LoanAdvance, the Swing Line Outstandings do Outstanding Revolving Obligations shall not exceed $10,000,000 and/orthe Revolving Loan Commitment at any time, (ciii) without the consent of all of the Revolving Lenders, no Swing Line Loan Advance may be made during the continuation of an any Default or Event of Default if written notice Default, (iv) without the consent of all of the Revolving Lenders, the aggregate principal amount of the Outstanding Revolving Obligations of each Borrower designated as such Event of Default in accordance with Section 2.9 shall have been provided to not exceed the Aggregate Sublimit for that Borrower at any time, and (v) the Swing Line Lender by has not given at least twenty-four hours prior notice to the Administrative Agent or a Lender sufficiently in advance of Parent that availability under the making of such Swing Line Loanis suspended or terminated. Borrower Borrowers may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of any Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California time, on the Banking Business Day of the requested borrowing Swing Line Advance (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Promptly after receipt of such a request for borrowinga Swing Line Advance, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) the Outstanding Revolving Obligations shall not exceed the Revolving Loan Commitment (and such verification shall be promptly confirmed in writing by telecopier or electronic mailtelecopier). Each Unless the Swing Line Lender otherwise agrees, each repayment of a Swing Line Loan Advance shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If a Borrower instructs the 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 LoanAdvance, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. 2.5.1 Upon Borrower's request, and subject to the terms and conditions of this Agreement, the Swing Line Lender may, in its sole discretion, on and after the Effective Date but not after the Expiration Date or, if the Availability Period of the Line of Credit Loan is extended as provided in Section 2.2(b), then until the Expiration Date as extended (aor any other date on which the Loan is due), immediately provide to Borrower a swing line credit facility (the "Swing Line") The of up to Twenty-five Million Dollars ($25,000,000); provided that the Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date not in any event make any Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. Borrower may borrow, repay and reborrow under this Section. Borrowings -------- under the Swing Line may be made in amounts which are integral multiples (each a "Swing Loan" and collectively, the "Swing Loans") if, after giving effect thereto, (i) the Total Amount Outstanding plus the amount of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to Loan principal outstanding would exceed the Administrative Agent not later than 2:00 p.m., California Available Amount at such time, on or (ii) the Banking Day aggregate principal amount of the requested borrowing (which telephonic request shall be promptly confirmed in writing all then- outstanding Swing Loans made by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or would exceed the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account Availability at the Swing Line Lender in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California such time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify not be required to make any Swing Loan that would, when added to the Administrative Agent amounts it has advanced under the Line of Credit Loan, cause it to exceed its pro rata share as a Lender of the maximum amount of the Commitment. Within the limits of the Swing Line Availability, Borrower may borrow under this SubSection 2.5.1 at any time until the Expiration Date or, the extended Expiration Date (or any other date on which the Loan Outstandings each is due), repay same pursuant to Subsections 2.5.3 or 2.5.4 and reborrow pursuant to this SubSection 2.5.1 at any time there until the Expiration Date or, the extended Expiration Date (or any other date on which the Loan is a change thereindue). Each Swing Loan must be for at least Five Hundred Thousand Dollars ($500,000), or for the remaining Swing Line Availability if less. Notwithstanding any contrary provision of this Section 2.5, the Swing Line Lender shall make Swing Loans only in its discretion and shall not at any time be obligated to make any Swing Loan.

Swing Line. (a) The Subject to the terms and conditions set forth in this Agreement, Swing Line Lender shall from time agrees to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower from the TTI Closing Date until the Maturity Date in such amounts as Borrower may from time to time request; provided, provided however, that (ai) after giving effect to such the aggregate principal amount of all Swing Line Loan, Revolving Credit Facility Usage does Loans shall not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line LoanCommitment, and (ii) the Outstanding Obligations of each Lender shall not exceed such Lender's Commitment and the Outstanding Obligations of all Lenders shall not exceed the combined Commitments at any time. Swing Line Lender may terminate or suspend the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without at any time and from time to time in its sole discretion upon at least 24 hours prior notice to Borrower. Without the consent of all of the LendersRequired Lenders and Swing Line Lender, no Swing Line Loan may shall be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line LoanDefault. Borrower may borrow, repay and reborrow under this Section. Unless notified to the contrary by Swing Line Lender, Borrowings under the Swing Line may shall be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) Minimum Amount therefor upon telephonic request by a Responsible Official of Borrower Requisite Notice made to the Administrative Agent Swing Line Lender not later than 2:00 p.m., California time, on the Banking Day of Requisite Time therefor. Each such request for a Swing Line Loan shall constitute a representation and warranty by Borrower that the requested borrowing conditions set forth in Sections 4.04(a) and (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail)b) are satisfied. Promptly after receipt of such a request for borrowingrequest, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, shall obtain telephonic verification from Administrative Agent that there is availability for Loans will exist such Swing Line Loan under Section 2.1(a) (and such verification shall be promptly confirmed in writing the Commitments. Unless notified to the contrary by telecopier or electronic mail). Each Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the made directly to Swing Line Lender of its intention to make in the Minimum Amount therefor by payment or debit at a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account at the Swing Line Lender in Lender. All payments received after the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment Requisite Time therefor shall be deemed received on the next Banking succeeding Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein. Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from Swing Line Lender a risk participation therein in an amount equal to that Lender's Pro Rata Share times the amount of the Swing Line Loan.

Swing Line. (a) The Swing Line Lender shall from time Subject to time the terms and conditions set forth herein, from the Closing Date through the day prior to the Maturity Date the Swing Line Lender may, from time to time in its discretion, make Swing Line Loans to Borrower in such amounts as Borrower may requestrequest which do not result in the Outstanding Obligations being in excess of the then effective Aggregate Commitments, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such each Swing Line Loan, the Swing Line Outstandings do shall not exceed $10,000,000 and/or, 7,500,000 and (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line LoanDefault. Borrower may borrow, repay and reborrow under this Section. Borrowings under Unless notified to the contrary by the Swing Line Lender, Swing Line Loans may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California local time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier), provided that if the requested Swing Line Loan is to be credited to an account which is not with the Swing Line Lender, the request must be submitted by 11:30 a.m., California local time. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans the Outstanding Obligations will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail)not exceed the Aggregate Commitments. Each Swing Line Loan shall bear interest at a fluctuating rate per annum equal to the Base Rate plus the then applicable Base Rate Spread. Each change in the interest rate under this Section 2.5(a) due to a change in the Base Rate shall take effect simultaneously with the corresponding change in the Base Rate. Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California local time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereintherein under the Swing Line.

Swing Line. (a) The Swing Line Lender shall from time Subject to time the terms and conditions set forth herein, from the Closing Date through the day prior to the Maturity Date the Swing Line Lender may, from time to time in its discretion, make Swing Line Loans to Borrower in such amounts as Borrower may requestrequest which do not result in the Outstanding Obligations being in excess of the then effective Aggregate Commitments, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such each Swing Line Loan, the Swing Line Outstandings do shall not exceed $10,000,000 and/or, 5,000,000 and (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line LoanDefault. Borrower may borrow, repay and reborrow under this Section. Borrowings under Unless notified to the contrary by the Swing Line Lender, Swing Line Loans may be made in amounts which are integral multiples of $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California local time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailtelecopier), provided that if the requested Swing Line Loan is to be credited to an account which is not with the Swing Line Lender, the request must be submitted by 11:30 a.m., California local time. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans the Outstanding Obligations will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier or electronic mail)not exceed the Aggregate Commitments. Each Swing Line Loan shall bear interest at a fluctuating rate per annum equal to the Base Rate plus the then applicable Base Rate Spread. Each change in the interest rate under this Section 2.5(a) due to a change in the Base Rate shall take effect simultaneously with the corresponding change in the Base Rate. Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California local time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change thereintherein under the Swing Line.

Swing Line. (a) The Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower Borrowers in such amounts as Borrower Borrowers may request, provided that (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/orthe Swing Line Sublimit, (cii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (iii) the Swing Line Lender by has not given at least 24 hours prior notice to Borrowers that availability under the Administrative Agent Swing Line is suspended or a Lender sufficiently in advance terminated; provided, further, that after giving effect to any Swing Line Loan, (x) the aggregate Outstanding Amount of all Loans and Letter of Credit Usage shall not exceed the Aggregate Commitments, and (y) the aggregate Outstanding Amount of the making Committed Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all Letter of Credit Usage, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment; and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance any outstanding Swing Line Loan. Borrower Within the foregoing limits, and subject to the other terms and conditions hereof, Borrowers may borrow, repay and reborrow under this Section. 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 $100,000 250,000 (or the remaining availability under the Swing Line"INTEGRAL AMOUNT") upon telephonic request by a Responsible Official of Borrower Requisite Notice made to the Administrative Agent Swing Line Lender not later than 2:00 p.m., 1:00 p.m. California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowingBorrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender shall obtain telephonic verification from Administrative Agent that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) 2.1 (and such verification shall be promptly confirmed in writing by telecopier or electronic mailfacsimile). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repaymentintegral amount. If Borrower instructs Borrowers instruct the Swing Line Lender to debit its their demand deposit account at the Swing Line Lender in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Daythe Swing Line Requisite Time therefor, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender shall from time Subject to time the terms and conditions set forth herein, from the Closing Date through the day prior to the Revolver Maturity Date the Swing Line Lender shall make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that request which do not result in (ai) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit AmountOutstanding Obligations being in excess of the aggregate then effective Commitments, (bii) after giving effect to such Swing Line Loanthe Outstanding Obligations under the Revolving Commitment being in excess of the Revolving Commitment, (iii) the Swing Line Outstandings do not exceed being in excess of $10,000,000 and/or, (c) without 10,000,000. Without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line LoanDefault. Borrower may borrow, repay and reborrow under this SectionSection without premium or penalty. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower (or of Station Management made pursuant to the Authorization) made to the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m., California local time, on the Banking Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mailto Swing Line Lender with a copy to the Administrative Agent), provided that if the requested Swing Line Loan is to be credited to an account which is not with the Swing Line Lender, the request must be submitted by 11:30 a.m., California local time. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to by the Swing Line Lender thatof any telephonic request for a Swing Line Loan, after giving effect the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received notice of such request and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Loan (a) directing the Swing Line Lender not to make such requestSwing Line Loan as a result of the limitations set forth in this Section 2.6 or (B) that one or more of the applicable conditions specified in Section 9.3 is not then satisfied, availability for Loans will exist under Section 2.1(a) (then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such verification shall be promptly confirmed in writing Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Unless notified to the contrary by telecopier or electronic mail). Each the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment100,000. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California local time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.

Swing Line. (a) The Swing Line Lender shall from time to time ---------- from the Closing Date through the day prior to the Line A Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided -------- that (a) after giving effect to such thereto, the sum of (i) the aggregate principal amount --- -- outstanding under the Line A Notes plus (ii) the Aggregate Effective Amount of ---- all outstanding Letters of Credit plus (iii) the Swing Line Loan, Revolving Credit Facility Usage Outstandings does ---- not exceed the Maximum Revolving Credit AmountLine A Commitment, (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000 and/or10,000,000, (c) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to and (d) the Swing Line Lender by has not given at least twenty-four (24) hours prior notice to Borrower that availability under the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loanis suspended or terminated. Borrower may borrow, repay and reborrow under this Section. Borrowings 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 $100,000 (or the remaining availability under the Swing Line) upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 2:00 1:00 p.m., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier or electronic mail). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such ------ verification shall be promptly confirmed in writing by telecopier or electronic mail). Each Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 (or the Swing Line Outstandings). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a Swing Line Loan not later than 1:00 p.m. California time on the date of repayment. If Borrower instructs the 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, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein.