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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line Loan, 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 of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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 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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal aggregate amount of all Swing Line Loans made by Swing Line Lender, together with interest accruing in connection therewith, shall be due and evidenced by a Note made by Borrower payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect Lender. Each Swing Line Loan shall bear interest on each day outstanding at a rate equal to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon Adjusted Base Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation therein in such Swing Line Loan in an amount equal to that the product of such Lender’s Pro Rata Share of the Revolving Facility Applicable Percentage times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly 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 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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Lender’s 's Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

Swing Line. (a) The Swing Line Lender shall agrees, on the terms and conditions hereinafter set forth, to make loans (“Swing Line Loans”) to the Borrower from time to time during the period from the Closing Date through date of this Agreement, up to but not including the day prior Facility Termination Date, in an aggregate principal amount not to exceed at any time outstanding the Maturity Date make lesser of (i) the Swing Line Commitment or (ii) the amount by which the Aggregate Commitment exceeds the Aggregate Credit Exposure. The Swing Line Loan shall be evidenced by a note in the form of Exhibit F hereto (the “Swing Line Note”). Swing Line Loans to Borrower in such amounts as Borrower may requestshall bear interest at the Alternate Base Rate, provided that (a) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, which interest shall be payable monthly on each Payment Date. (b) after giving effect to such Each Swing Line Loan, Loan which shall not utilize the Swing Line Outstandings do Commitment in full shall be in an amount not exceed less than One Million Dollars ($10,000,000 and/or1,000,000) and, if in excess thereof, in integral multiples of One Hundred Thousand Dollars (c) without $100,000). Within the consent of all limits of the Lenders, no Swing Line Loan may be made during Commitment, 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 Section 2.22. (or the remaining availability under the Swing Linec) upon telephonic request by a Responsible Official 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 give the Swing Line Lender that, after giving effect to such request, availability notice of any request 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 3:00 p.m. California time (Central time) on the date Business Day of repaymentsuch Swing Line Loan, specifying the amount of such requested Swing Line Loan. If All notices given by the Borrower instructs under this Section 2.22(c) shall be irrevocable. Upon fulfillment of the applicable conditions set forth in Article IV, the Swing Line Lender will make the Swing Line Loan available to debit its demand deposit the Borrower in immediately available funds by crediting the amount thereof to the Borrower’s account at with the Swing Line Lender, provided, however, that the Swing Line Lender in shall not make a Swing Line Loan hereunder if it has received written notice from the amount Agent, the Borrower or the Required Lenders, prior to the requested date of any payment with respect to a such Swing Line Loan, that one 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. (b) Swing Line Loans 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 Lender and applicable conditions contained 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date Section 4.2 shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Datesatisfied. (d) Upon the making of a Swing Line Loan, 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 of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Each Swing Line Loan made shall be paid in full on or before the fifth (absent the consent of all of the Lenders5th) 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 Business Day following the making of such Swing Line Loan. Each Lender that has provided to the Swing Line Lender the purchase price due for its participation in Swing Line Loans shall thereupon acquire Payment of 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable may be effected by an Advance pursuant to the Section 2.8. If such Swing Line Lender to repay Loan is not paid in full by the fifth (5th) Business Day following the making of such Swing Line Loan, in full), Borrower it shall request a Loan be paid from the proceeds of an Advance made by the close of the next Business Day pursuant to Section 2.1(a) sufficient 2.8, which Advance shall be made by the Lenders upon request by the Agent without regard to repay whether a Borrowing Notice is delivered or the aggregate principal amount conditions to such Advance under Section 4.2 are satisfied (provided the conditions to the making of such Swing Line Loan together with were satisfied). If for any and all accrued and unpaid interest with respect thereto. In additionreason such Advance cannot be made, the Lenders shall, upon notice from the Agent, purchase (without recourse or warranty) participations equal to their Pro Rata Shares of such Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line OutstandingsLoan.

Swing Line. In order to accommodate the Company’s need for short-term revolving credit, either or both of Xxxxx Fargo and KeyBank National Association (a) The each in such capacity, a “Swing Line Lender shall Lender” and together the “Swing Line Lenders”) may, from time to time from the Closing Date through the day prior and in its sole discretion, make Advances in Dollars to the Maturity Date make Company on the terms and subject to the conditions set forth in this Section (each a “Swing Line Loans to Borrower in such amounts as Borrower may request, provided that Advance”). (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 Advances may be made during the continuation period from the date of this Agreement through and including the Revolving Commitment Termination Date. (b) The maximum aggregate principal amount of Swing Line Advances that may be outstanding at any given time shall be $20,000,000; provided, however, that (i) the maximum aggregate outstanding principal amount of Swing Line Advances made by either Swing Line Lender individually shall at no time exceed $10,000,000 and (ii) the sum of the Swing Line Advances plus the aggregate amount of Revolving Advances outstanding under Section 2.1(a) and the L/C Amount shall never exceed the sum of the Revolving Commitment Amounts. (c) Each Swing Line Advance shall occur following written or telephonic request to Administrative Agent (which shall promptly remit such notice to each Swing Line Lender) from any person purporting to be authorized to request Advances on behalf of the Company. Each such notice or request must be received by the Administrative Agent no later than 3:00 p.m. on the Business Day on which the Swing Line Advance is to occur and shall specify (i) that the Company is requesting a Swing Line Advance, and (ii) the aggregate amount thereof (which shall be deemed to be requested half from one Swing Line Lender and half from the other except to the extent that such allocation would result in the aggregate Swing Line Advances from either Swing Line Lender exceeding $10,000,000 (in which case the aggregate requested Swing Line Advances shall be deemed requested from the applicable Swing Line Lender only to the extent resulting in such Swing Line Lender’s aggregate Swing Line Advances equaling $10,000,000 and the balance from the other Swing Line Lender)). Prior to the close of business on the date of receipt of each such notice or request, each Swing Line Lender which has in its sole discretion elected to make such Swing Line Advance shall disburse the Swing Line Advance by making its Swing Line Advance available to the Administrative Agent by wire transfer of immediately available funds to the Administrative Agent, which shall promptly credit the same to the Company’s demand deposit account maintained with the Administrative Agent or in such other manner as the Swing Line Lenders, the Administrative Agent and the Company may from time to time agree in writing. The Swing Line Lenders shall have no obligation to and shall not, disburse any Swing Line Advance if any condition set forth in Article III has not been satisfied on the day of the requested Swing Line Advance. Each Swing Line Advance shall be in the amount of $500,000 or an integral multiple thereof (or such other amount as the applicable Swing Line Lender may agree). (d) Each Swing Line Advance shall bear interest at an annual rate equal to the Base Rate. Interest on the Swing Line Advance shall be payable in arrears on the last day of each calendar quarter, and on the Revolving Commitment Termination Date. (e) The Swing Line Advances made by a Swing Line Lender shall, at the option of such Swing Line Lender, be evidenced by and repayable in accordance with a single promissory note of the Company (the “Swing Line Note”) payable to such Swing Line Lender, substantially in the form of Exhibit C hereto. (f) The Company shall repay the then-outstanding principal of the Swing Line Advances in full from time to time on the 15th day and the final day of each month and upon such repayment in full, shall not request another Swing Line Advance for at least one full Business Day. The Company may use the proceeds of an Advance made pursuant to Section 2.1(a) to repay any Swing Line Advance. (g) Each Swing Line Lender may at any time and from time to time (whether before or after the occurrence of an Event of Default if written Default), by 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 1:00 p.m. on any Business Day, request that the Lenders refund its Swing Line Advances by making Advances to the Company pursuant to Section 2.1(a) in an aggregate principal amount equal to the then outstanding principal amount of such Swing Line Advances plus interest accrued thereon to and including the date of such notice and request. Upon receiving such notice and request, and in any event not later than 2:00 p.m., California time, p.m. on the Banking Day date 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 borrowingnotice and request, the Administrative Agent shall provide telephonic verification notify each Lender of the amount of the requested Borrowing, that the proceeds of the Borrowing are to be used to repay a Swing Line Advance and of the amount of each Lender’s Revolving Advance with respect thereto. Unless one of the events described in Sections 7.1(h) or (i) shall have occurred with respect to the Company, then subject to the provisions of Section 2.20(i) below, so long as a Lender receives such notice from the Administrative Agent prior to 2:00 p.m. on the date the requested Borrowing is to occur, each Lender shall make its Revolving Advance with respect to that Borrowing available to the Administrative Agent by wire transfer of immediately available funds to the Administrative Agent not later than 3:00 p.m. on the same day. Prior to the close of business on the same day, the Administrative Agent will disburse the Borrowing by crediting the same to the account of the applicable Swing Line Lender. Any Revolving Advances made by Lenders pursuant to this Section 2.20(g) shall initially bear interest at the Base Rate, but the rate of interest that applies to such Revolving Advances may be converted pursuant to Section 2.3(d), and such Revolving Advances shall in all other respects be treated in the same manner as Revolving Advances made pursuant to Section 2.1(a). Each Lender acknowledges and agrees that its obligation to refund Swing Line Advances in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article III. (h) The Company may prepay any Swing Line Advance on the Business Day it is made or on any subsequent Business Day; provided, however, that each such prepayment shall be in the principal amount of $500,000 or an integral multiple thereof. (i) In the event that one of the Events of Default described in Sections 7.1(h) or (i) shall have occurred, the Administrative Agent shall immediately notify the Swing Line Lender thatLenders and the Lenders, after giving effect to such requestand, 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 if any Swing Line Advances of a Swing Line Loan shall be in an amount which Lender or interest thereon 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. (b) Swing Line Loans 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 outstanding 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. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line Loanday it receives notice, each Lender shall be deemed to have purchased will purchase from the such Swing Line Lender a Lenders an undivided participation therein interest in an amount equal to that Lender’s Pro Rata Share of the Revolving Facility times the amount of the its Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, promptly provide to the Swing Line Lender its purchase price therefor Advances and interest thereon in an amount equal to its participation thereinPercentage of such Swing Line Advances. The obligation of Upon request, each Lender will promptly transfer to so provide the applicable Swing Line Lenders, in immediately available funds, the amount of its purchase price participation and upon receipt thereof the Swing Line Lenders will deliver to such Lender a loan participation certificate, dated the date of receipt of such funds and in such amount. Thereafter, the Swing Line Lenders shall make no further Swing Line Advances, any payments received directly by the Swing Line Lenders with respect to the Swing Line Lender Advances shall be absolute treated as excess payments subject to Section 8.4, and unconditional (except only demand all other payments made by the Company shall be applied in the manner required by Section 8.2. (j) Any Swing Line Lender) and shall not be affected by Advances that are outstanding on the occurrence of a Default or Event of Default; provided that no Lender Revolving Commitment Termination Date shall be obligated to purchase its Pro Rata Share of paid in full on such date, with all accrued interest. (ik) Swing Line Loans to No Borrower other than the extent that, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) Company may borrow any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 claimAdvance. (e) In the event that any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

Swing Line. (a) The Swing Line Lender shall agrees, on the terms and conditions hereinafter set forth, to make advances (“Swing Line Advances”) to the Borrower from time to time during the period from the Closing Date through date of this Agreement, up to but not including the fifth (5th) 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 Termination Date, in an aggregate principal amount not to exceed at any time outstanding the Maximum lesser of (i) the Swing Line Commitment or (ii) the Aggregate Available Revolving Credit. For the avoidance of doubt, Swing Line Advances will reduce availability under the Revolving Credit AmountFacility, but shall not be deemed usage for purposes of calculating the Undrawn Fee. (b) after giving effect to such The Swing Line Loan, Advances shall be evidenced by the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without Note if required by 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 Lender. Each Swing Line Lender by Advance shall be in an amount not less than One Million Dollars ($1,000,000) and, if in excess thereof, in integral multiples of One Million Dollars ($1,000,000). Within the Administrative Agent or a Lender sufficiently limits set forth in advance of Section 2.19(a), 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 therein2.19. (bc) Swing Line Loans The Borrower 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 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 Loans is solely for the account of give the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) belowand, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by if the Swing Line Lender is not also the Administrative Agent, the Administrative Agent) notice requesting a Swing Line Advance (“Swing Line Borrowing Notice”) not later than 2:00 p.m. (New York time) on the Business Day of such Swing Line Advance, specifying the amount of such requested Swing Line Advance. Each such Swing Line Borrowing Notice shall be accompanied by the Ratable Borrowing Notice provided for in Section 2.19(d). All Swing Line Borrowing Notices and Ratable Borrowing Notices given by the Borrower under this Section 2.19(c) shall be irrevocable. Upon satisfaction of the applicable conditions set forth in Section 5.2, the Swing Line Lender will make the Swing Line Advance available to the Borrower in immediately available funds by crediting the amount thereof to the Borrower’s account with respect the Swing Line Lender. If the Swing Line Lender is not also the Administrative Agent, the Swing Line Lender shall not advance the Swing Line Advance unless and until the Administrative Agent shall have confirmed (by telephonic notice) that such applicable conditions have been satisfied. Notwithstanding anything to such loan (which maturity date the contrary contained in this Section 2.19 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Advance at a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Datetime when a Revolving Credit Lender is a Defaulting Lender. (d) Upon Each Swing Line Advance shall bear interest at the Alternate Base Rate and shall be paid in full on or before the third Business Day following the making of a such Swing Line LoanLoan and, each if not so paid by the Borrower, shall be paid in full from the proceeds of a Revolving Credit Ratable Advance made by the Revolving Credit Lenders pursuant to Section 2.2 on the third Business Day following the making of such Swing Line Advance. Each Swing Line Borrowing Notice given by the Borrower under Section 2.19(c) shall include, or if it does not include shall be deemed to include, an irrevocable Ratable Borrowing Notice under Section 2.2 requesting the Revolving Credit Lenders to make a Ratable Revolving Credit Advance, on or before the third Business Day following the making of such Swing Line Advance, of the full amount of such Swing Line Advance, unless such Swing Line Advance is sooner paid in full by the Borrower. (e) Provided that the applicable conditions set forth in Section 5.2 shall have been satisfied at the time of the making of such Swing Line Advance, the Revolving Credit Lenders irrevocably agree to make the Revolving Credit Ratable Advance provided for in Section 2.19(d), notwithstanding any subsequent failure to satisfy such conditions or any other facts or circumstances including (without limitation) the existence of a Default. If and to the extent that any Revolving Credit Lender shall fail to make a Revolving Credit Ratable Loan in the amount of its Revolving Credit Ratable Share of such Revolving Credit Ratable Advance, such Revolving Credit Lender shall be irrevocably deemed to have purchased from the Swing Line Lender a participation therein interest in such Swing Line Advance in an amount equal to that Lender’s Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by such Revolving Credit Lender’s Revolving Credit Ratable Share of such Revolving Credit Ratable Advance and shall promptly pay such amount to the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

Swing Line. In order to accommodate the Borrower’s need for short-term revolving credit, Xxxxx Fargo (in such capacity, the “Swing Line Lender”) agrees that it shall, from time to time, make advances in Dollars to the Borrower on the terms and subject to the conditions set forth in this Section (each a “Swing Line Loan”). (a) Swing Line Loans may be made during the period from the date of this Agreement through but excluding the Revolver Maturity Date. (b) The maximum aggregate principal amount of Swing Line Loans that may be outstanding at any given time shall be $50,000,000; provided, however, that the sum of the aggregate outstanding principal amount of the Swing Line Loans plus the aggregate outstanding principal amount of Revolving Loans shall never exceed the Revolving Commitment. (c) Each Swing Line Loan shall occur following written or telephonic request to Administrative Agent (which shall promptly remit such notice to the Swing Line Lender) from any person purporting to be authorized to request such Loan on behalf of the Borrower. Each such notice or request must be received by the Administrative Agent no later than 3:00 p.m. on the Business Day on which the advance of the Swing Line Loan is to occur and shall specify (i) that the Borrower is requesting a Swing Line Loan, and (ii) the aggregate amount thereof. Prior to the close of business on the date of receipt of each such notice or request, the Swing Line Lender shall disburse the Swing Line Loan by making such Swing Line Loan available to the Administrative Agent by wire transfer of immediately available funds to the Administrative Agent, which shall promptly credit the same to the Borrower’s demand deposit account maintained with the Administrative Agent or in such other manner as the Swing Line Lender, the Administrative Agent and the Borrower may from time to time agree in writing. The Swing Line Lender shall have no obligation to and shall not, disburse any advance of a Swing Line Loan if any condition set forth in Article IV has not been satisfied on the day of the requested Swing Line Loan. Each Swing Line Loan shall be in the amount of $500,000 or an integral multiple thereof (or such other amount as the Borrower and the Swing Line Lender may agree). (d) Each Swing Line Loan shall bear interest at an annual rate equal to the Base Rate or such other rate as the Borrower and the Swing Line Lender may from time to time from agree. Interest on the Closing Date through Swing Line Loan shall be payable in arrears on the last day prior to of each calendar quarter, and on the Revolver Maturity Date make Date. (e) The Swing Line Loans to shall, at the option of the Swing Line Lender, be evidenced by and repayable in accordance with a single promissory note of the Borrower in such amounts as Borrower may request, provided that (athe “Swing Line Note”) after giving effect payable to such Swing Line LoanLender, Revolving Credit Facility Usage does not exceed substantially in the Maximum Revolving Credit Amount, applicable form attached hereto as Exhibit A. (bf) after giving effect to such Swing Line Loan, The Borrower shall repay the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent then-outstanding principal amount of all of the Lenders, no each Swing Line Loan may be made during in full from time to time on or prior to 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 10th day following the making of such Swing Line LoanLoan and, upon such repayment in full, shall not request another Swing Line Loan for at least one full Business Day. The Borrower may borrow, use the proceeds of a Revolving Loan made pursuant to Section 2.1(a) to repay and reborrow under this Section. Borrowings under the any Swing Line Loan. (g) The Swing Line Lender may be made in amounts which are integral multiples at any time and from time to time (whether before or after the occurrence of $100,000 (or the remaining availability under the Swing Line) upon telephonic request an Event of Default), by a Responsible Official of Borrower made notice to the Administrative Agent not later than 1:00 p.m. on any Business Day, request that the Lenders refund its Swing Line Loans by making Revolving Loans to the Borrower pursuant to Section 2.1(a) in an aggregate principal amount equal to the then outstanding principal amount of such Swing Line Loans plus interest accrued thereon to the date of such notice and request. Upon receiving such notice and request, and in any event not later than 2:00 p.m., California time, p.m. on the Banking Day date 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 borrowingnotice and request, the Administrative Agent shall provide telephonic verification notify each Lender of the amount of the requested Borrowing, that the proceeds of the Borrowing are to the Swing Line Lender that, after giving effect be used 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 repay a Swing Line Loan and of the amount of each Lender’s Revolving Loan with respect thereto. Unless one of the events described in Sections 8.1(h) or (i) shall have occurred with respect to the Borrower, then subject to the provisions of Section 2.6(i) below, so long as a Lender receives such notice from the Administrative Agent prior to 2:00 p.m. on the date the requested borrowing is to occur, each Lender shall make its Revolving Loan with respect to that borrowing available to the Administrative Agent by wire transfer of immediately available funds to the Administrative Agent not later than 3:00 p.m. on the same day. Prior to the close of business on the same day, the Administrative Agent will disburse the borrowing by crediting the same to the account of the applicable Swing Line Lender. Any Revolving Loans made by Lenders pursuant to this Section 2.6(g) shall initially bear interest at the Base Rate, but the rate of interest that applies to such Revolving Loans may be converted pursuant to Section 3.2, and such Revolving Loans shall in all other respects be treated in the same manner as Revolving Loans made pursuant to Section 2.1(a). Each Lender acknowledges and agrees that its obligation to refund Swing Line Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article IV. (h) The Borrower may prepay any Swing Line Loan on the Business Day it is made or on any subsequent Business Day; provided, however, that each such prepayment shall be in an the principal amount which is of $500,000 or an integral multiple thereof. (i) In the event that one of $100,000 the Events of Default described in Sections 8.1(h) or (or i) shall have occurred, the Swing Line Outstandings). Borrower Administrative Agent shall (upon receiving written notice of same) immediately 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 and 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 Lenders, and, if 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. (b) Swing Line Loans shall bear or interest at a fluctuating rate per annum equal to the Alternate Base Rate plus the Applicable Alternate Base Rate Margin. Interest shall be payable thereon is outstanding 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. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line Loanday it receives notice, each Lender shall be deemed to have purchased will purchase from the Swing Line Lender a an undivided participation therein interest in an amount equal to that Lender’s Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, promptly provide to the Swing Line Lender its purchase price therefor Loans and interest thereon in an amount equal to its participation thereinCommitment Percentage of such Swing Line Loans. The obligation of Upon request, each Lender will promptly transfer to so provide the Swing Line Lender, in immediately available funds, the amount of its purchase price participation and upon receipt thereof the Swing Line Lender will deliver to such Lender a loan participation certificate, dated the date of receipt of such funds and in such amount. Thereafter, the Swing Line Lender shall be absolute and unconditional (except only demand made make no further Swing Line Loans, any payments received directly 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. Each Lender that has provided with respect to the Swing Line Loans shall be treated as excess payments and all other payments made by the Borrower shall be applied in the manner required by Section 8.4. (j) Any Swing Line Loans that are outstanding on the Revolver Maturity Date shall be paid in full on such date, with all unpaid interest accrued thereon to the date of such payment. (k) Notwithstanding anything to the contrary contained in this Agreement, if any Revolving Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the purchase price due for its extent permitted by applicable Law all or any part of each Defaulting Lender’s participation in Swing Line Loans shall thereupon acquire be reallocated among the Revolving Lenders which are not Defaulting Lenders (each, a pro rata participation, “Non-Defaulting Lender”) in accordance with their respective Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such paymentreallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at or prior to such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and credit exposure in the respect of Swing Line Loans of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of the Swing Line any party hereunder against a Defaulting Lender against Borrower for principal and interest and shall sharearising from that Lender having become a Defaulting Lender, in accordance with that pro rata participation, in including 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 of a Non-Defaulting Lender paid the Swing Line Lender its purchase price) with respect to such claim. (e) In the event that any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request as a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount result of such Swing Line Loan together with Non-Defaulting Lender’s increased exposure following such reallocation. So long as any and all accrued and unpaid interest with respect thereto. In additionRevolving Lender is a Defaulting Lender, the Swing Line Lender may, at shall not be required to fund any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion unless it is reasonably satisfied that, immediately after giving effect thereto, all of the Swing Line Outstandings. In each case, the Administrative Agent Defaulting Lender’s participation obligations in respect thereof shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings have been reallocated as required provided above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

Swing Line. (a) The Swing Line Lender shall Bank agrees, on the terms and conditions hereinafter set forth, to make loans ("Swing Line Loans") to the Borrower from time to time during the period from the Closing Date through date of this Agreement, up to but not including the day prior Termination Date, in an aggregate principal amount not to exceed at any time outstanding the lesser of (i) the Swing Line Commitment or (ii) the amount by which the Swing Line Bank's Commitment under Section 2.01 exceeds the outstanding principal amount of the Loans made by the Swing Line Bank pursuant to Section 2.01, subject to the Maturity Date make Swing Line Loans to Borrower limitations 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 Amount, Section 2.01(b). (b) after giving effect to such Each Swing Line Loan, Loan which shall not utilize the Swing Line Outstandings do Commitment in full shall be in an amount not exceed less than One Million Dollars ($10,000,000 and/or1,000,000) and, if in excess thereof, in integral multiples of One Million Dollars (c) without $1,000,000). Within the consent of all limits of the Lenders, no Swing Line Loan may be made during Commitment, 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 Section 2.21. (c) The Borrower shall give the Swing Line may be made in amounts which are integral multiples Bank notice 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 any 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 2:00 p.m. California Chicago time on the date Business Day 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 such Swing Line Loan, or specifying the amount of such requested Swing Line Loan. Each such notice shall be accompanied by a Borrowing Base Certificate dated as of the date of such notice (and by the notice provided for in Section 2.21(d)). All notices given by the Borrower under this Section 2.21(c) shall be irrevocable. Upon fulfillment of the applicable conditions set forth in Article III, 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. (b) Swing Line Loans 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 Bank will make the Swing Line Lender and Loan available to the Borrower in any event on immediately available funds by crediting the Maturity Date. The Swing Line Lender shall be responsible for invoicing Borrower for such interest. The interest payable on Swing Line Loans is solely for amount thereof to the Borrower's account of with the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity DateBank. (d) Upon On the first Business Day following the making of a Swing Line Loan, each Lender such Swing Line Loan shall be paid in full from the proceeds of a Loan made pursuant to Section 2.01. Each notice given by the Borrower under Section 2.21(c) shall include, or, if it does not include, shall be deemed to have purchased from include an irrevocable notice under Section 2.03 requesting the Swing Line Lender a participation therein Banks to make an ABR Loan on the next succeeding Business Day in an the full amount equal to that Lender’s Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

Swing Line. (a) The Swing Line Lender shall agrees, on the terms and conditions hereinafter set forth, to make loans (“Swing Line Loans”) to the Borrower from time to time during the period from the Closing Date through date of this Agreement, up to but not including the day prior Termination Date, in an aggregate principal amount not to exceed at any time outstanding the lesser of (i) the Swing Line Commitment or (ii) the amount by which the Swing Line Lender’s Commitment exceeds the sum of (A) the outstanding principal amount of the Loans made by the Swing Line Lender pursuant to Section 2.01.1 and (B) the Swing Line Lender’s Pro Rata Share of the outstanding Facility Letter of Credit Obligations, subject in each case to the Maturity Date make Swing Line Loans to Borrower limitations 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 Amount, Section 2.01.3. (b) after giving effect to such Each Swing Line Loan, Loan which shall not utilize the Swing Line Outstandings do Commitment in full shall be in an amount not exceed less than One Million Dollars ($10,000,000 and/or1,000,000) and, if in excess thereof, in integral multiples of One Million Dollars (c) without $1,000,000). Within the consent of all limits of the Lenders, no Swing Line Loan may be made during Commitment, 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 Section 2.21. (or the remaining availability under the Swing Linec) upon telephonic request by a Responsible Official 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 give the Swing Line Lender that, after giving effect to such request, availability notice of any request 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 3:00 p.m. California New York City time on the Business Day of such Swing Line Loan, specifying the amount of such requested Swing Line Loan. Each such notice shall be accompanied by a Secured Borrowing Base Certificate dated as of the date of repaymentsuch notice (and by the notice provided for in Section 2.21(d)). If All notices given by the Borrower instructs under this Section 2.21(c) shall be irrevocable. Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Lender to debit its demand deposit account at will make the Swing Line Lender Loan available to the Borrower in immediately available funds by crediting the amount of any payment thereof to the Borrower’s account 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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity DateLender. (d) Upon On the fifth Business Day following the making of a Swing Line Loan, each Lender such Swing Line Loan shall be paid in full from the proceeds of a Loan made pursuant to Section 2.01. 1. Each notice given by the Borrower under Section 2.21(c) shall include, or, if it does not include, shall be deemed to have purchased from include, an irrevocable notice under Section 2.03 requesting the Swing Line Lender a participation therein Lenders to make an ABR Loan on the fifth succeeding Business Day in an the full amount equal to that Lender’s Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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. (b) Subject to Section 2.7(d), Swing Line Loans 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 Margin or, if Borrower so requests, a fixed rate of interest quoted by Swing Line Lender and agreed to by Borrower, for an interest period quoted by Swing Line Lender and agreed to by Borrower, but for a period not longer than ten Business Days, 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 Interest on Swing Line Loans shall be payable upon demand of the Swing Line Lender, and the Swing Line Lender 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 Lender, until each Revolving Credit (USD) Lender (subject funds its Base Rate Loan or risk participation pursuant to clause subsection (d) or (e) below). (c) Subject to subsection (e) below, the principal amount of all Each Swing Line Loans Loan shall be due payable (and payable Borrower agrees to repay) on the earlier of (i) the maturity date agreed to demand made by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from or the date tenth Business Day after the funding of advance thereof) or (ii) the Maturity DateSwing Line Loan. (d) Upon the making of a Swing Line Loan, each Revolving Credit (USD) Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Revolving Credit (USD) Lender’s Pro Rata Revolving Credit (USD) Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Revolving Credit (USD) Lender shall, according to its Pro Rata Share of the Revolving FacilityCredit (USD) Share, promptly provide to the Swing Line Lender its purchase price therefor in an amount equal to its participation therein. The obligation of each Revolving Credit (USD) Lender to so provide its purchase price to the Swing Line Lender shall be absolute and unconditional (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 claimother occurrence or event. (e) In the event that any Swing Line Loan remains is outstanding for more than ten (10) consecutive Banking Business Days, then on the next Banking Business Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such the Swing Line Loan, in full), Borrower shall request a Revolving Credit (USD) Loan pursuant to Section 2.1(a) sufficient in a Minimum Amount necessary to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Lender to the Swing Line Lender (which the Swing Line Lender shall then apply to the Swing Line Outstandings)full. In the event that Borrower fails to request a Revolving Credit (USD) Loan within the time specified by Section 2.2 on any such dateRequisite Time therefor, the Administrative Agent may, but is not required to, without notice to or the consent of Borrower, cause Alternate Revolving Credit (USD) Loans that are Base Rate Advances Loans to be made by Revolving Credit (USD) Lenders in the Lenders under the Revolving Facility in amounts which are sufficient Minimum Amount necessary to reduce repay the Swing Line Outstandings as required aboveLoan in full and, for this purpose, the conditions precedent set forth in Section 4 shall not apply. The proceeds of such Advances Revolving Credit (USD) Loans shall be paid directly to the Swing Line Lender for application to the applicable Swing Line OutstandingsLoan. Upon demand made by the Swing Line Lender, each Revolving Credit (USD) Lender shall promptly fund its respective Pro Rata Revolving Credit (USD) Share of Revolving Credit (USD) Loans as required to repay Swing Line Loans outstanding to the Swing Line Lender. The obligation of each Revolving Credit (USD) Lender to make such Revolving Credit (USD) Loans shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event.

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. (b) Subject to Section 2.7(c), Swing Line Loans 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 Margin or, if Borrower so requests, a fixed rate of interest quoted by Swing Line Lender and agreed to by Borrower, for an interest period quoted by Swing Line Lender and agreed to by Borrower, but for a period not longer than ten Business Days, 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 Interest on Swing Line Loans shall be payable upon demand of the Swing Line Lender, and the Swing Line Lender 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 Lender, until each Revolving Credit (USD) Lender (subject funds its Base Rate Loan or risk participation pursuant to clause subsection (d) or (e) below). (c) Subject to subsection (e) below, the principal amount of all Each Swing Line Loans Loan shall be due payable (and payable Borrower agrees to repay) on the earlier of (i) the maturity date agreed to demand made by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from or the date tenth Business Day after the funding of advance thereof) or (ii) the Maturity DateSwing Line Loan. (d) Upon the making of a Swing Line Loan, each Revolving Credit (USD) Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Revolving Credit (USD) Lender’s Pro Rata Revolving Credit (USD) Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Revolving Credit (USD) Lender shall, according to its Pro Rata Share of the Revolving FacilityCredit (USD) Share, promptly provide to the Swing Line Lender its purchase price therefor in an amount equal to its participation therein. The obligation of each Revolving Credit (USD) Lender to so provide its purchase price to the Swing Line Lender shall be absolute and unconditional (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 claimother occurrence or event. (e) In the event that any Swing Line Loan remains is outstanding for more than ten (10) consecutive Banking Business Days, then on the next Banking Business Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such the Swing Line Loan, in full), Borrower shall request a Revolving Credit (USD) Loan pursuant to Section 2.1(a) sufficient in a Minimum Amount necessary to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Lender to the Swing Line Lender (which the Swing Line Lender shall then apply to the Swing Line Outstandings)full. In the event that Borrower fails to request a Revolving Credit (USD) Loan within the time specified by Section 2.2 on any such dateRequisite Time therefor, the Administrative Agent may, but is not required to, without notice to or the consent of Borrower, cause Alternate Revolving Credit (USD) Loans that are Base Rate Advances Loans to be made by Revolving Credit (USD) Lenders in the Lenders under the Revolving Facility in amounts which are sufficient Minimum Amount necessary to reduce repay the Swing Line Outstandings as required aboveLoan in full and, for this purpose, the conditions precedent set forth in Section 4 shall not apply. The proceeds of such Advances Revolving Credit (USD) Loans shall be paid directly to the Swing Line Lender for application to the applicable Swing Line OutstandingsLoan. Upon demand made by the Swing Line Lender, each Revolving Credit (USD) Lender shall promptly fund its respective Pro Rata Revolving Credit (USD) Share of Revolving Credit (USD) Loans as required to repay Swing Line Loans outstanding to the Swing Line Lender. The obligation of each Revolving Credit (USD) Lender to make such Revolving Credit (USD) Loans shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event.

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. (b) Swing Line Loans shall bear interest at a fluctuating rate per annum equal to the Alternate Base Rate plus applicable to Extended Revolving Credit Loans or at any rate otherwise mutually agreed upon by JPMorgan Chase Bank and 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 Lender and in any event on the Maturity Date. The Swing Line Lender shall be responsible for invoicing Borrower for such interestBorrower. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) belowJPMorgan Chase Bank, the principal amount of and all accrued and unpaid interest on Swing Line Loans shall be due and payable on the earlier of (i) dates and in the maturity date agreed to by the Swing Line Lender and Borrower manner provided in Section 2.6 with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Dateinterest on Base Rate Loans. (dc) Upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to have purchased from the Swing Line Lender JPMorgan Chase Bank a participation Participation therein in an amount equal determined with reference to that such Lender’s Pro Rata Share Revolving Percentage of the Revolving Facility times the amount of the such Swing Line Loan. Upon demand made by the Swing Line LenderJPMorgan Chase Bank, each Revolving Credit Lender shall, according to its Pro Rata Share Revolving Percentage of the Revolving Facilitysuch Swing Line Loan, promptly provide to the Swing Line Lender JPMorgan Chase Bank its purchase price therefor in an amount equal to its participation Participation therein. Any Advance made by a Revolving Credit Lender pursuant to demand of JPMorgan Chase Bank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Credit Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.4 until the Borrower converts such Base Rate Loan in accordance with the terms of Section 2.12, and (ii) in all other cases, the funding by each Revolving Credit Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Revolving Credit Lender to so provide its purchase price to the Swing Line Lender JPMorgan Chase Bank shall be absolute and unconditional (except only demand made by the Swing Line Lender) and shall not be affected by the occurrence of a Default, an Event of Default or Event any other occurrence or event. Simultaneously with the making of Default; provided that no each such payment by a Revolving Credit Lender shall be obligated to JPMorgan Chase Bank to fund such Lender’s purchase its Pro Rata Share price of (i) a Participation in such Swing Line Loans Loan pursuant to clause (ii) of this paragraph, such Lender shall, automatically and without any further action on the part of JPMorgan Chase Bank or such Lender, have the right to enforce its Participation in an amount equal to such payment (excluding the portion thereof constituting interest accrued prior to the extent that, after giving effect date the Revolving Credit Lender made its payment) in the related rights of JPMorgan Chase Bank with respect to obligations of the Borrower as to such Swing Line Loan, Revolving Credit Facility Usage exceeds Loan (it being understood that the Maximum Revolving Credit Amount, (ii) Swing Line Loans interest component thereof accruing after the date referred to in the previous parenthetical shall be based on the Base Rate applicable to the extent thatrelevant Revolving Facility). The Borrower, after giving effect at its option and subject to such Swing Line Loanthe terms hereof, may request an Advance pursuant to Section 2.4 in an amount sufficient to repay Swing Line Outstandings exceed $5,000,000 on any date and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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 shall provide from the making proceeds of such Swing Line Loan. Each Lender that has provided Advance to JPMorgan Chase Bank 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender amount necessary to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Lender to the Swing Line Lender Outstandings (which the Swing Line Lender JPMorgan Chase Bank shall then apply to such repayment) and credit any balance of the Swing Line Outstandings). In Advance in immediately available funds 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 Alternate Base Rate Advances to be made manner directed by the Lenders under the Revolving Facility in amounts which are sufficient Borrower pursuant to reduce the Swing Line Outstandings as required aboveSection 2.4(c)(iii). The proceeds of such Advances shall be paid directly to the Swing Line Lender JPMorgan Chase Bank for application to the Swing Line OutstandingsOutstandings and the Revolving Credit Lenders shall then be deemed to have made Revolving Credit Loans in the amount of such Advances. The Swing Line shall continue in effect until the Extended Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full. Notwithstanding the foregoing, the Swing Line Outstandings shall be immediately due and payable at any time upon notice by JPMorgan Chase Bank or the Administrative Agent to the Borrower. In the event the Revolving Credit Lenders have funded Participations in any Swing Line Loan, then at the time payment (in fully collected, immediately available funds) of any principal amount of, or interest on, such Swing Line Loan, in whole or in part, is received by JPMorgan Chase Bank or the Administrative Agent, JPMorgan Chase Bank or the Administrative Agent (as applicable) shall promptly pay to each Revolving Credit Lender an amount equal to its Revolving Percentage of such payment from the Borrower. (d) Subject to the provisions of Section 2.10(c), on the Non-Extended Revolving Credit Termination Date (and without any further action), and so long as the Extended Revolving Credit Commitments shall not have terminated at or prior to such time (whether pursuant to Article IX or otherwise), the Participations in respect of all outstanding Swing Line Loans shall be reallocated among the Extended Revolving Lenders in accordance with their Revolving Percentages as of such date (after giving effect to the termination of the Non-Extended Revolving Credit Commitments) and the Non-Extended Revolving Lenders shall be released from their Participations in respect of such outstanding Swing Line Loans.

Swing Line. (a) The Swing Line Lender shall agrees, on the terms and conditions hereinafter set forth, to make Advances (“Swing Line Advances”) to the Borrower from time to time during the period from the Closing Date through date of this Agreement, up to but not including the fifth (5th) day prior to the Maturity Date make Facility Termination Date, in an aggregate principal amount not to exceed at any time outstanding the lesser of (i) the Swing Line Loans to Borrower in such amounts as Borrower may request, provided that Commitment or (aii) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, Aggregate Available Credit. (b) after giving effect to such The Swing Line Loan, Advances shall be evidenced by the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all of the Lenders, no Note. Each Swing Line Loan may Advance shall be made during in an amount not less than One Million Dollars ($1,000,000) and, if in excess thereof, in integral multiples of One Million Dollars ($1,000,000). Within the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by limits set forth in Section 2.19(a), 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 therein2.19. (bc) Swing Line Loans The Borrower 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 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 Loans is solely for the account of give the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) belowand, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by if the Swing Line Lender is not also the Administrative Agent, the Administrative Agent) notice requesting a Swing Line Advance (“Swing Line Borrowing Notice”) not later than 2:00 p.m. (New York time) on the Business Day of such Swing Line Advance, specifying the amount of such requested Swing Line Advance. Each such Swing Line Borrowing Notice shall be accompanied by the Ratable Borrowing Notice provided for in Section 2.19(d). All Swing Line Borrowing Notices and Ratable Borrowing Notices given by the Borrower under this Section 2.19(c) shall be irrevocable. Upon satisfaction of the applicable conditions set forth in Section 5.2, the Swing Line Lender will make the Swing Line Advance available to the Borrower in immediately available funds by crediting the amount thereof to the Borrower’s account with respect to such loan (which maturity date the Swing Line Lender. If the Swing Line Lender is not also the Administrative Agent, the Swing Line Lender shall not be a date more than ten advance the Swing Line Advance unless and until the Administrative Agent shall have confirmed (10by telephonic notice) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Datethat such applicable conditions have been satisfied. (d) Upon Each Swing Line Advance shall bear interest at the Alternate Base Rate and shall be paid in full on or before the third Business Day following the making of a such Swing Line LoanLoan and, each if not so paid by the Borrower, shall be paid in full from the proceeds of a Ratable Advance made by the Revolving Credit Lenders pursuant to Section 2.2 on the third Business Day following the making of such Swing Line Advance. Each Swing Line Borrowing Notice given by the Borrower under Section 2.19(c) shall include, or if it does not include shall be deemed to include, an irrevocable Ratable Borrowing Notice under Section 2.2 requesting the Revolving Credit Lenders to make a Ratable Revolving Credit Advance, on or before the third Business Day following the making of such Swing Line Advance, of the full amount of such Swing Line Advance, unless such Swing Line Advance is sooner paid in full by the Borrower. (e) Provided that the applicable conditions set forth in Section 5.2 shall have been satisfied at the time of the making of such Swing Line Advance, the Revolving Credit Lenders irrevocably agree to make the Revolving Credit Ratable Advance provided for in Section 2.19(d), notwithstanding any subsequent failure to satisfy such conditions or any other facts or circumstances including (without limitation) the existence of a Default. If and to the extent that any Revolving Credit Lender shall fail to make a Revolving Credit Ratable Loan in the amount of its Revolving Credit Ratable Share of such Revolving Credit Ratable Advance, such Revolving Credit Lender shall be irrevocably deemed to have purchased from the Swing Line Lender a participation therein interest in such Swing Line Advance in an amount equal to that Lender’s Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line such Revolving Credit Lender, each Lender shall, according to its Pro Rata ’s Revolving Credit Ratable Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 claimRatable Advance. (e) In the event that any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

Swing Line. (a) The Swing Line Lender shall from time Subject to time the terms and conditions set forth herein, from the Closing Effective Date through the day prior to the Existing Maturity Date (and, after the occurrence of the Takeout Date, the day prior to the Extended Maturity Date) any Lenders hereafter designated as Swing Line Lenders pursuant to the terms of this Agreement may, in their sole discretion, elect to 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 Class A Revolving Obligations being in excess of the Aggregate Class A Funding Requirements, provided that 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 aggregate principal amount of the Swing Line Outstandings do shall not exceed $10,000,000 and/or, 150,000,000; (cii) no Swing Line Lender shall be obligated to permit the aggregate principal amount of the Swing Line Outstanding owed to that Swing Line Lender to exceed any limit set forth in the Swing Line Documents executed in favor of that Swing Line Lender; (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 Default; (iv) prior to the making of such Event of Default the initial Swing Line Loan by the relevant Swing Line Lender, Borrower or the relevant Co-Borrower shall have been provided to the relevant Swing Line Lender by the Administrative Agent with a note or a Lender sufficiently in advance of the making of such other Swing Line LoanDocuments in form and substance reasonably satisfactory to that Swing Line Lender; and (v) the relevant 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. Borrower and the Co-Borrowers may borrow, repay and reborrow under this Section. Borrowings Unless notified to the contrary by the Administrative Agent, 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 (and to the relevant Swing Line Lender, if the Swing Line Lender is not Bank of America) not later than 2:00 1:00 p.m., California Las Vegas 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., Las Vegas time. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the relevant Swing Line Lender that, after giving effect to such request, availability for Loans the Class A Revolving Obligations will exist under Section 2.1(a) not exceed the then effective Aggregate Class A Funding Requirements (and such verification shall be promptly confirmed in writing by telecopier or electronic mailby email). Each Unless notified to the contrary by the relevant 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 or the relevant Co-Borrower instructs the a Swing Line Lender to debit its demand deposit account at the that Swing Line Lender in the amount of any payment with respect to a Swing Line Loan, or the that Swing Line Lender otherwise receives repayment, after 3:00 p.m., California Las Vegas time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Each Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Line Outstandings each time there is a change therein.therein or if it suspends or terminates availability under its Swing Line (b) Swing Line Loans shall bear interest at a fluctuating rate per annum equal agreed to from time to time by Borrower and the Alternate Base Rate plus the Applicable Alternate Base Rate Marginrelevant Swing Line Lender. Interest shall be payable on such dates, not more frequent than monthly, as may be specified by the relevant Swing Line Lender and in any event on the Existing Maturity Date (and if the Takeout Date occurs on the Extended Maturity Date). The Each Swing Line Lender shall be responsible for invoicing Borrower or the relevant Co Borrower for such interest. The interest payable on Swing Line Loans made by it. Interest payable on each Swing Line Loan is solely for the account of the Swing Line Lender making that Swing Line Loan (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all A Swing Line Loans Loan shall be due and payable on the earlier of (i) the maturity date agreed to within five Business Days after demand made by the relevant Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from in any event on the date of advance thereof) or (ii) the Maturity Datewhen all other Obligations are due. (d) Upon the making of a Swing Line LoanLoan in accordance with Section 2.7(a), each Class A Lender shall be deemed to have purchased from the relevant Swing Line Lender a participation therein in an amount equal to that Lender’s Pro Rata Share Class A Percentage of the Revolving Facility Aggregate Class A Funding Requirements times the amount of the Swing Line Loan. Upon demand made by the relevant Swing Line LenderLender through the Administrative Agent, each Class A Lender shall, according to its Pro Rata Share of the Revolving FacilityClass A Percentage, promptly provide to the such Swing Line Lender its purchase price therefor in an amount equal to its participation therein. The obligation of each Class A Lender to so provide its purchase price to the a Swing Line Lender shall be absolute and unconditional (except subject only to the making of a demand made upon that Class A Lender by the such Swing Line Lender) and shall not be affected by the occurrence of a Default or Event of Default; provided that no Class A Lender shall be obligated to purchase its Pro Rata Share of (i) Swing Line Loans to the extent that, after giving effect to such that the aggregate Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans Outstandings are in excess of $150,000,000 or to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings that the Class A Revolving Obligations exceed $5,000,000 the Aggregate Class A Funding Requirements and (iiiii) any Swing Line Loan made (absent the consent of all of the Lenders) during Class A Lenders at any time when the continuation of an Event of Default if written notice of such Event of Default shall applicable conditions set forth in Section 8.1 have not been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loansatisfied). Each Class A Lender that has provided to the a 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 such Swing Line Lender against Borrower and the Co-Borrowers for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower or the Co-Borrowers with respect to such claim and in any interest payment made by Borrower or the Co-Borrowers (but only with respect to periods subsequent to the date such Class A Lender paid the Swing Line Lender its purchase price) with respect to such claim. (e) In Upon any demand for payment of the event that any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day Outstandings by a Swing Line Lender (unless Borrower or the relevant Co-Borrower has made other arrangements acceptable to the such Swing Line Lender to repay such reduce the Swing Line Loan, in fullOutstandings to $0), Borrower or the relevant Co-Borrower, as applicable, shall request a Class A Loan pursuant to Section 2.1(a) 2.3 sufficient to repay the aggregate principal amount of such all Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Outstandings to that Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line OutstandingsLender. In each case, the Administrative Agent shall automatically provide the responsive respective Advances made by each Class A Lender to the relevant Swing Line Lender (which the such Swing Line Lender shall then apply to the Swing Line Outstandings). In the event that Borrower fails and the Co-Borrowers fail to request a Loan within the time specified by Section 2.2 2.3 on any such date, the Administrative Agent may, but is not required to, without notice to or the consent of BorrowerBorrower or the Co-Borrowers, cause Alternate Base Rate Advances to be made by the Class A Lenders under the Revolving Facility their respective Class A Funding Requirements in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of conditions precedent set forth in Article 8 shall not apply to Advances to be made by the Class A Lenders pursuant to the three preceding sentences but the Class A Lenders shall not be obligated to make such Advances shall be paid directly to the Swing Line Lender for application to extent that the Swing Line Outstandings.conditions set forth in

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 Agent and the Lenders, Bank of America 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. Bank of America shall not be obligated to make any Swing Line Loan, Loan pursuant hereto (i) if to the actual knowledge of Bank of America the Borrower is not in compliance with all the conditions to the 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 $10,000,000 and/or10,000,000, 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. The Borrower may may, subject to the conditions set forth in the preceding sentence, borrow, repay and reborrow under this SectionSECTION 2.4. Borrowings Unless notified to the contrary by Bank of America, 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 telephonic written request by a Responsible Official telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to the Administrative Agent Bank of America not later than 2:00 p.m., California time, 12:30 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 by telecopier or electronic mail)the form of EXHIBIT D-2, with appropriate insertions. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification Unless notified to the Swing Line Lender thatcontrary by Bank of America, 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 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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Bank of America. Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) belowLoans shall bear interest solely at the Base Rate or, if applicable, the principal amount of all Default Rate. All accrued and unpaid interest on Swing Line Loans shall be due and payable payable, on the earlier of (i) dates and in the maturity date agreed to by the Swing Line Lender and Borrower manner provided in SECTION 4.3 with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Dateinterest on Base Rate Loans. (dc) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from the Swing Line Lender Bank of America a participation Participation therein in an amount equal to that Lender’s Pro Rata Share 's Applicable Commitment Percentage of the Revolving Facility times the amount of the such Swing Line Loan. Upon demand made by the Swing Line LenderBank of America, each Lender shall, according to its Pro Rata Share Applicable Commitment Percentage of the Revolving Facilitysuch Swing Line Loan, promptly provide to the Swing Line Lender Bank of America its purchase price therefor in an amount equal to its participation Participation therein. Any Advance made by a Lender pursuant to demand of Bank of America of the purchase price of its Participation shall when made be deemed to be (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under SECTION 2.1, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to the Swing Line Lender Bank of America shall be absolute and unconditional (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) during the continuation of an Event of Default if written notice or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to SECTION 2.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Event Advance to Bank of Default shall have been provided to Swing Line Lender by America the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender amount necessary to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Lender to the Swing Line Lender Outstandings (which the Swing Line Lender Bank of America shall then apply to such repayment) and credit any balance of the Swing Line Outstandings). In Advance in immediately available funds 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 Alternate Base Rate Advances to be made manner directed by the Lenders under the Revolving Facility in amounts which are sufficient Borrower pursuant to reduce the Swing Line Outstandings as required aboveSECTION 2.1(c)(ii). The proceeds of such Advances shall be paid directly to the Swing Line Lender Bank of America for application to the Swing Line OutstandingsOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) The Swing Line Lender shall Bank agrees, on the terms and conditions hereinafter set forth, to make loans ("Swing Line Loans") to the Borrower from time to time during the period from the Closing Date through date of this Agreement, up to but not including the day prior Termination Date, in an aggregate principal amount not to exceed at any time outstanding the lesser of (i) the Swing Line Commitment or (ii) the amount by which the Swing Line Bank's Commitment under Section 2.01 exceeds the outstanding principal amount of the Loans made by the Swing Line Bank pursuant to Section 2.01, subject to the Maturity Date make Swing Line Loans to Borrower limitations 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 Amount, Section 2.01(b). (b) after giving effect to such Each Swing Line Loan, Loan which shall not utilize the Swing Line Outstandings do Commitment in full shall be in an amount not exceed less than One Million Dollars ($10,000,000 and/or1,000,000) and, if in excess thereof, in integral multiples of One Million Dollars (c) without $1,000,000). Within the consent of all limits of the Lenders, no Swing Line Loan may be made during Commitment, 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 Section 2.21. (c) The Borrower shall give the Swing Line may be made in amounts which are integral multiples Bank notice 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 any 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 2:00 p.m. California Chicago time on the date Business Day 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 such Swing Line Loan, or specifying the amount of such requested Swing Line Loan. Each such notice shall be accompanied by a Borrowing Base Certificate dated as of the date of such notice (and by the notice provided for in Section 2.21(d)). All notices given by the Borrower under this Section 2.21(c) shall be irrevocable. Upon fulfillment of the applicable conditions set forth in Article III, 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. (b) Swing Line Loans 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 Bank will make the Swing Line Lender and Loan available to the Borrower in any event on immediately available funds by crediting the Maturity Date. The Swing Line Lender shall be responsible for invoicing Borrower for such interest. The interest payable on Swing Line Loans is solely for amount thereof to the Borrower's account of with the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity DateBank. (d) Upon On the first Business Day following the making of a Swing Line Loan, each Lender such Swing Line Loan shall be paid in full from the proceeds of a Loan made pursuant to Section 2.01. Each notice given by the Borrower under Section 2.21(c) shall include, or, if it does not include, shall be deemed to have purchased from include an irrevocable notice under Section 2.03 requesting the Swing Line Lender a participation therein Banks to make an ABR Loan on the next succeeding Business Day in an the full amount equal to that Lender’s Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly 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 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. (b) Each request by Borrower for a Swing Line Loan shall be deemed to constitute a representation and warranty by Borrower on the date of such request as to the matters specified in Sections 8.2(a), (b), (c) and (d) and the Swing Line Lender shall be entitled to rely upon such representation and warranty in making any such requested Swing Line Loan. (c) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause subsection (de) below). (cd) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days days from the date of advance thereof) or (ii) the Maturity Date. (de) Upon the making of a Swing Line Loan, 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 of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Facility Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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. (ef) In the event that any Swing Line Loan remains outstanding for ten (10) consecutive Banking Daysdays, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan Borrowing pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 Borrowing 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Alternate Base Rate Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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. (b) Swing Line Loans shall bear interest at a fluctuating rate per annum equal to the Alternate Base Rate plus PLUS the Applicable Alternate Base Rate MarginMargin (unless the Default Rate is then applicable under Section 3.9). 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. The interest Interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all The Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to within five Business Days after demand made by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) in any event on the Maturity DateDate or any earlier date when all other Obligations are due. (d) Upon the making of a Swing Line LoanLoan in accordance with Section 2.5(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 's Pro Rata Share of the Revolving Facility times TIMES the amount of the Swing Line Loan. Upon demand made by the Swing Line LenderLender through the Administrative Agent, each Lender shall, according to its Pro Rata Share of the Revolving FacilityShare, 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 (except subject only to the making of a demand made upon that Lender by the Swing Line Lender) and shall not be affected by the occurrence of a Default or Event of Default; provided PROVIDED that no Lender shall be obligated to purchase its Pro Rata Share of (i) Swing Line Loans to the extent that, after giving that Swing Line Outstandings are in excess of $5,000,000 or to the extent that the SUM of the Indebtedness 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 to such on the date of the making of the related Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, ) and (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. Each Lender that has provided to the Swing Line Lender the purchase price due for its participation in Swing Line Loans to the Swing Line Lender 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 Upon any demand for payment of the event that any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on Outstandings by the next Banking Day Swing Line Lender (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such reduce the Swing Line Loan, in fullOutstandings to $0), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such all Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In additionOutstandings (and, the Swing Line Lender mayfor this purpose, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line OutstandingsSection 2.1(d) shall not apply). In each case, the Administrative Agent shall automatically provide the responsive respective Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility 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 Lenders pursuant to the three preceding sentences. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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 (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 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 Dallas 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 Dallas 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. (b) Swing Line Loans 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 Rate, payable on such dates, not more frequent than monthly, the dates set forth in Section 2.2(c) or as otherwise may be specified by the Swing Line Lender and Bank and, in any event event, on the Maturity Date. The Interest on Swing Line Lender Loans shall be responsible for invoicing Borrower for such interestpayable upon demand of Swing Line Bank. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below)Bank. (c) Subject to subsection (e) below, the principal amount of all The Swing Line Loans Loans, together with interest thereon, shall be due and payable on the earlier earliest of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or fifth Business Day after it is made, (ii) the Maturity DateDate and (iii) upon demand made by Swing Line Bank. (d) Upon Unless the making of a Company has made other arrangements satisfactory to Swing Line Loan, each Lender shall be deemed to have purchased from the Bank in Swing Line Lender a participation therein in an amount equal to that Lender’s Pro Rata Share of Bank's sole discretion, if the Revolving Facility times the principal amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) three consecutive Banking Business Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to Business Day, the Company shall repay Swing Line Lender to repay such Swing Line Loan, Loans in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice necessary to Borrower and the Lenders, demand payment of reduce the Swing Line Loans by way of a Advance in the full below such amount or any portion of the Swing Line Outstandings. In each case, to the Administrative Agent at the Administrative Agent's Office not later than 10:00 A.M. (Dallas time). The Company shall automatically provide the responsive Advances made by each Lender also pay accrued interest on any principal amount so repaid. The Administrative Agent shall remit such amount to the Swing Line Lender (Bank, which the Swing Line Lender Bank shall then apply to the Swing Line Outstandings). In Loans by such amount. (e) If the event that Borrower Company fails to request a Loan within the time specified by Section 2.2 on timely make any such dateprincipal or interest payment required pursuant to subsections (b), (c) or (d) above, the Administrative Agent may, but is not required to, without notice to or the consent shall promptly notify each Bank of Borrower, cause Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds its Pro Rata Share of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.such

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. (b) Swing Line Loans shall bear interest at a fluctuating the rate per annum equal to set forth in the Alternate Base Rate plus the Applicable Alternate Base Rate MarginSwing Line Note. 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 Borrowers for such interest. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all The Swing Line Loans shall be due and payable on the earlier of within five (i5) the maturity date agreed to Banking Days after demand made by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) in any event on the Maturity Date. (d) Upon the making of a Swing Line LoanLoan in accordance with Section 2.9(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 's Pro Rata Share of the Revolving Facility times Commitments TIMES the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving FacilityCommitments, 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 (except only demand made by the Swing Line Lender) and shall not be affected by the occurrence of a Default or Event of Default; provided PROVIDED that no Lender shall be obligated to purchase its Pro Rata Share of (i) Swing Line Loans to the extent that, after giving effect to such that Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans Outstandings are in excess of $15,000,000 or to the extent that, after giving effect to such Swing that the SUM of the Indebtedness evidenced by the Line Loan, A Notes and the Line B Notes PLUS the Swing Line Outstandings exceed $5,000,000 and exceeds the Commitments or (iiiii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 Borrowers for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower Borrowers with respect to such claim and in any interest payment made by Borrower Borrowers (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 any the Swing Line Loan remains Outstandings are outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has Borrowers have made other arrangements acceptable to the Swing Line Lender to repay such pay the Swing Line Loan, Outstandings in full), Borrower Borrowers shall request a Loan pursuant to Section 2.1(a) or 2.1(b) sufficient to repay pay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect theretoOutstandings in full. In addition, the Swing Line Lender may, at upon any time, in its sole discretion, by written notice to Borrower and the Lenders, demand for payment of the Swing Line Loans Outstandings by way of a Advance in the full amount or any portion of the Swing Line OutstandingsLender (unless Borrowers have made other arrangements acceptable to the Swing Line Lender to reduce the Swing Line Outstandings to $0), Borrowers shall request a Loan pursuant to Section 2.1(a) or 2.1(b) sufficient to repay all Swing Line Outstandings (and, for this purpose, Section 2.1(e) shall not apply). In each case, the Administrative Agent shall automatically provide the responsive Advances 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 Borrowers so fail to request such 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 BorrowerBorrowers, cause Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility Line A Commitment or Line B Commitment (as specified by the Administrative Agent) in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds conditions precedent set forth in ARTICLE 11 shall not apply to Advances to be made by the Lenders pursuant to the three preceding sentences, but the Lenders shall not be obligated to make such Advances to the extent that the conditions set forth in Section 2.9(a)(i), (ii) and (iii) were not satisfied as to any Swing Line Loan which is part of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.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 Agent and the Revolving Lenders, Bank of America 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. Bank of America shall not be obligated to make any Swing Line Loan, Loan pursuant hereto (i) if to the actual knowledge of Bank of America the Borrower is not in compliance with all the conditions to the 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 $10,000,000 and/or7,500,000, 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 lesser of (A) the Total Revolving Credit Commitment or (B) the Borrowing Base minus the amount of any Term Loan B Outstandings. The Borrower may borrow, repay and reborrow under this SectionSection 2.14. Borrowings Unless notified to the contrary by Bank of America, borrowings under the Swing Line may shall be made in amounts which are integral multiples the minimum amount of $200,000 and $100,000 (increments in excess thereof 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 telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to the Administrative Agent Bank of America not later than 2:00 p.m., California time, 12:30 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 by telecopier or electronic mail)the form of Exhibit D-2, with appropriate insertions. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification Unless notified to the Swing Line Lender thatcontrary by Bank of America, 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 a minimum amount of $200,000 or $100,000 (increments in excess thereof 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 Bank of America 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 Bank of America otherwise receives repayment, after 3:00 p.m., California time, 12:30 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. (b) Swing Line Loans 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 Lender and in any event on the Maturity Date. The Swing Line Lender shall be responsible for invoicing Borrower for such interestRate. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) belowBank of America, the principal amount of and all accrued and unpaid interest on Swing Line Loans shall be due and payable on the earlier of (idates and in the manner provided in Sections 2.2(b) the maturity date agreed and 2.4 with respect to interest on Revolving Loans. The Swing Line Outstandings shall be evidenced by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity DateNote. (dc) Upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to have purchased from the Swing Line Lender Bank of America a participation Participation therein in an amount equal to that Revolving Lender’s Pro Rata Share 's Applicable Revolving Commitment Percentage of the Revolving Facility times the amount of the such Swing Line Loan. Upon demand made by the Swing Line LenderBank of America, each Revolving Lender shall, according to its Pro Rata Share Applicable Revolving Commitment Percentage of the Revolving Facilitysuch Swing Line Loan, promptly provide to the Swing Line Lender Bank of America its purchase price therefor in an amount equal to its participation Participation therein. Any Advance made by a Revolving Lender pursuant to demand of Bank of America of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.8, and (ii) in all other cases, the funding by each Revolving Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Revolving Lender to so provide its purchase price to the Swing Line Lender Bank of America shall be absolute and unconditional (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) during the continuation of an Event of Default if written notice or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Event Advance to Bank of Default shall have been provided to Swing Line Lender by America the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loan. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender amount necessary to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Lender to the Swing Line Lender Outstandings (which the Swing Line Lender Bank of America shall then apply to such repayment) and credit any balance of the Swing Line Outstandings). In Advance in immediately available funds 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 Alternate Base Rate Advances to be made manner directed by the Lenders under the Revolving Facility in amounts which are sufficient Borrower pursuant to reduce the Swing Line Outstandings as required aboveSection 2.1(c)(ii). The proceeds of such Advances shall be paid directly to the Swing Line Lender Bank of America for application to the Swing Line OutstandingsOutstandings and the Revolving Lenders shall then be deemed to have made Revolving Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

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. (b) Swing Line Loans Advances shall bear interest at a fluctuating rate per annum equal to the Alternate Alternative Base Rate plus the Applicable Alternate Base Rate MarginRate. 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. The interest payable on Swing Line Loans Advances is solely for the account of the Swing Line Lender (subject unless and until the Lenders fund their participations therein pursuant to clause (d) below)of this Section. (c) Subject to subsection (e) below, the principal amount of all The Swing Line Loans Advances shall be due and payable on the earlier of (i) the maturity date agreed to demand made by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) in any event on the Maturity Date. (d) Upon the making of a Swing Line LoanAdvance, each Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Lender’s 's Pro Rata Share of the Revolving Facility Commitment times the amount of the Swing Line LoanAdvance. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving FacilityCommitment, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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 Loanany other occurrence or event. Each Lender that has provided to the Swing Line Lender the purchase price due for its participation in Swing Line Loans Advances 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 any Swing Line Loan remains Outstandings remain outstanding for ten five (105) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such the Swing Line Loan, in fullOutstandings), 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 aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect theretoOutstandings in full. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative The Agent shall automatically provide the responsive Advances made by each Lender 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 Designated Deposit 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility Commitment in amounts which are the amount necessary to comply with Section 2.5(d) and sufficient to reduce repay the Swing Line Outstandings as required aboveand, for this purpose, the conditions precedent set forth in Article 8 shall not apply. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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 thereintherein or if it suspends or terminates availability under the Swing Line. (bB) Swing Line Loans shall bear interest at a fluctuating rate per annum equal to the Alternate Base Rate plus the Applicable Alternate Base Rate MarginRate. 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. The interest Interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (dD) below). (cC) Subject to subsection (e) below, the principal amount of all The Swing Line Loans shall be due and payable on the earlier of within five (i5) the maturity date agreed to Banking Days after demand made by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) in any event on the Maturity DateDate or any earlier date when all other Obligations are due. (dD) Upon the making of a Swing Line LoanLoan 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 's Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line LenderLender through the Administrative Agent, each Lender shall, according to its Pro Rata Share of the Revolving FacilityShare, 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 (except subject only to the making of a demand made 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, after giving effect that Swing Line Outstandings are in excess of $10,000,000 or to the extent that the making of such Swing Line LoanLoan results in the Total Utilization being in excess of the then effective Commitments, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, or (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan is made (absent the consent of all of the Lenders) during the continuation of an any Default or 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. 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. . (eE) In the event that any the Swing Line Loan remains Outstandings are (a) outstanding for ten (10) five consecutive Banking Days, or (b) the Swing Line Outstandings are in excess of $5,000,000 for three Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such pay the Swing Line Loan, 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(a) 2.1 which is sufficient to repay the aggregate principal amount of such all Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In additionOutstandings (and, for this purpose, the Swing Line Lender may, at any time, in its sole discretion, by written notice conditions precedent to Borrower and the Lenders, demand payment making of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandingsshall not apply). In each case, the Administrative Agent shall automatically provide the responsive Advances 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 specified speci- fied by Section 2.2 2.1B on any such date, the Administrative Agent may, but is not required to, without notice to or the consent of Borrower, cause Alternate Base Rate Advances Loans to be made by the Lenders under the Revolving Facility 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 Advances Loans shall be paid directly 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 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. (b) Swing Line Loans 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 Margin or, if Borrowers so request, a fixed rate of interest quoted by Swing Line Lender and agreed to by Borrowers, for an interest period quoted by Swing Line Lender and agreed to by Borrowers, but in an amount not longer than seven Business Days, 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 Interest on Swing Line Loans shall be payable upon demand of the Swing Line Lender, and the Swing Line Lender shall be responsible for invoicing Borrower Borrowers for such interest. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below)Lender. (c) Subject to subsection (e) below, the principal amount of all Each Swing Line Loans Loan shall be due and payable on the earlier of (i) the maturity date agreed to demand made by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from or the date seventh Business Day after the funding of advance thereof) or (ii) the Maturity DateSwing Line Loan. (d) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Lender’s 's Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving FacilityShare, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 claimother occurrence or event. (e) In the event that any Swing Line Loan remains is outstanding for ten (10) consecutive Banking more than seven Business Days, then on the next Banking Business Day (unless Borrower has Borrowers have made other arrangements acceptable to the Swing Line Lender to repay such the Swing Line Loan, in full), Borrower Borrowers shall request a Committed Loan pursuant to Section 2.1(a) sufficient in a Minimum Amount necessary to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Lender to the Swing Line Lender (which the Swing Line Lender shall then apply to the Swing Line Outstandings)full. In the event that Borrower fails Borrowers fail to request a Committed Loan within the time specified by Section 2.2 on any such dateRequisite Time therefor, the Administrative Agent may, but is not required to, without notice to or the consent of BorrowerBorrowers, cause Alternate Base Rate Advances Committed Loans to be made by Lenders in the Lenders under the Revolving Facility in amounts which are sufficient Minimum Amount necessary to reduce repay the Swing Line Outstandings as required aboveLoan in full and, for this purpose, the conditions precedent set forth in Section 4 shall not apply. The proceeds of such Advances Committed Loans shall be paid directly to the Swing Line Lender for application to the applicable Swing Line OutstandingsLoan.

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 (or 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 OutstandingsLoans, and reborrow under this Section 2.18. In accordance with Section 2.18(b). Borrower shall notify the Swing Line Lender of its intention to make a repayment of a , each 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. (b) Swing Line Loans shall bear interest until the Termination Date at a fluctuating rate per annum equal to (x) the Alternate rate per annum for Base Rate plus Loans under the Applicable Alternate Base Rate Margin. Interest shall be payable on such dates, not more frequent than monthly, Revolving Facility as may be specified by from time to time in effect or (y) the Swing Line Lender and in any event Lender’s Quoted Rate (computed on the Maturity Date. The Swing Line Lender shall be responsible for invoicing Borrower for such interest. The interest payable on Swing Line Loans is solely basis of a year of 360 days for the account actual number of the Swing Line Lender (subject to clause (d) belowdays elapsed). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon . Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation therein in such Swing Line Loan in an amount equal to that the product of such Lender’s Pro Rata Revolving Loan Commitment Percentage Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. Each Lender that has provided to Borrower shall not use 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 proceeds 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 any Swing Line Loan remains to refinance any outstanding for ten (10) consecutive Banking DaysSwing Line Loan; provided that a new Swing Line Loan that bears interest at Swing Line Lender’s Quoted Rate may be used to repay, then on the next Banking Day (unless Borrower has made other arrangements acceptable to last day of the applicable Interest Period, a Swing Line Loan that bears interest at the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line OutstandingsLender’s Quoted Rate.

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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below).. ---------- (c) Subject to subsection (e) below, the principal -------------- amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Lender’s 's Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon ----- demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 10,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to to Section 2.1(a2.1 (a) sufficient to repay the aggregate principal amount of such -------------- Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a an Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly 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 to the Line A Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that -------- 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. (b) Swing Line Loans shall bear interest at a fluctuating rate per annum equal to the Alternate Base Rate plus the Applicable Alternate Base Rate MarginRate. 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. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below).-40- (c) Subject to subsection (e) below, the principal amount of all The Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to demand made by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from in any event on the date of advance thereof) or (ii) the Line A Maturity Date. (d) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Lender’s 's Pro Rata Share of the Revolving Facility Line A Commitment times the ----- amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving FacilityLine A Commitment, 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 (except only demand made 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, after giving effect to such that the sum of (A) the aggregate principal amount plus (B) the Aggregate --- -- ---- Effective Amount of all outstanding Letters of Credit plus (C) the Swing Line Loan, Revolving Credit Facility Usage ---- Outstandings exceeds the Maximum Revolving Credit AmountLine A Commitment, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, that Swing Line Outstandings exceed are in excess of $5,000,000 10,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any the Swing Line Loan remains outstanding for ten Outstandings are in excess of $5)),))) on five (105) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such reduce the Swing Line LoanOutstandings below $500,000), in fullBorrower shall request a Loan pursuant to Section 2.1 sufficient to reduce the Swing Line Outstandings --- below $500,000. 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(a) sufficient to repay the aggregate principal amount of such all Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition------ Outstandings (and, the Swing Line Lender mayfor this purpose, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line OutstandingsSection 2.1(e) shall not apply). In each ------ case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility Commitments in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

Swing Line. (a) The Swing Line Lender shall agrees, on the terms and conditions hereinafter set forth, to make Advances ("Swing Line Advances") to the Borrower from time to time during the period from the Closing Date through date of this Agreement, up to but not including the fifth (5th) day prior to the Maturity Date make Facility Termination Date, in an aggregate principal amount not to exceed at any time outstanding the lesser of (i)the Swing Line Loans to Borrower in such amounts as Borrower may request, provided that Commitment or (aii) after giving effect to such Swing Line Loan, Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount, Aggregate Available Credit. (b) after giving effect to such Swing Line Loan, the Swing Line Outstandings do Advance shall be in an amount not exceed $10,000,000 and/orless t han One Million Dollars and, (c) without if in excess thereof, in integral multiples of One Million Dollars. Within the consent of all of limits set forth in Section 2.19(a), 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 Section 2.19. (or the remaining availability under the Swing Linec) upon telephonic request by a Responsible Official 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 give the Swing Line Lender that(and, 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 if the Swing Line Lender of its intention to make a repayment of is not also the Administrative Agent, the Administrative Agent) notice requesting a Swing Line Loan Advance ("Swing Line Borrowing Notice") not later than 1:00 p.m. California time (Chicago time) on the date Business Day of repaymentsuch Swing Line Advance,specifying the amount of such requested Swing Line Advance. If Each such Swing Line Borrowing Notice shall be accompanied by the Ratable Borrowing Notice provided for in Section 2.19(d). All Swing Line Borrowing Notices and Ratable Borrowing Notices given by the Borrower instructs under this Section 2.19(c) shall be irrevocable. Upon satisfaction of the applicable conditions set forth in Section 5.2, the Swing Line Lender will make the Swing Line Advance available to debit its demand deposit the Borrower in immediately available funds by crediting the amount thereof to the Borrower's account at with the Swing Line Lender. If the Swing Line Lender in is not also the amount of any payment with respect to a Swing Line LoanAdministrative Agent, 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 not advance the next Banking Day. The Swing Line Lender shall promptly notify SwingLine Advance unless and until the Administrative Agent of the Swing Loan Outstandings each time there is a change therein. shall have confirmed (bbytelephonic notice) Swing Line Loans 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 that 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. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Dateapplicable conditions have been satisfied. (d) Upon Each Swing Line Advance shall bear interest at the Alternate Base Rate and shall be paid in full on or before the third Business Day following the making of a such Swing Line LoanLoan and, each if not so paid by the Borrower, shall be paid in full from the proceeds of a Ratable Advance made pursuant to Section 2.2 on the third Business Day following the making of such Swing Line Advance. Each Swing Line Borrowing Notice given by the Borrower under Section 2.19(c) shall include, or if it does not include shall be deemed to include, an irrevocable Ratable Borrowing Notice under Section 2.2 requesting the Lenders to make a Ratable Advance, on or before the third Business Day following the making of such SwingLine Advance, of the full amount of such Swing Line Advance, unless such Swing Line Advance is sooner paid in full by the Borrower. (e) Provided that the applicable conditions set forth in Section 5.2 shall have been satisfied at the time of the making of such Swing Line Advance, the Lenders irrevocably agree to make the Ratable Advance provided for in Section 2.19(d), notwithstanding any subsequent failure to satisfy such conditions or any other facts or circumstances including (without limitation) the existence of a Default. If and to the extent that any Lender shall fail to make a Ratable Loan in the amount of its Ratable Share of such Ratable Advance, such Lender shall be irrevocably deemed to have purchased from the Swing Line Lender a participation therein interest in such Swing Line Advance in an amount equal to that Lender’s Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line such Lender, each Lender shall, according to its Pro Rata 's Ratable Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 claimRatable Advance. (e) In the event that any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly 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 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. (b) Swing Line Loans 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 Lender and in any event on the Revolving Facility Maturity Date. The Swing Line Lender shall be responsible for invoicing Borrower for such interest. The interest payable on Swing Line Loans Advances is solely for the account of the Swing Line Lender (subject to clause subsection (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans Advances shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten five (105) consecutive Banking Days from the date of advance thereof) or (ii) the Revolving Facility Maturity Date. (d) Upon the making of a Swing Line LoanAdvance, 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 of the Revolving Facility times the amount of the Swing Line LoanAdvance. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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 Advances to the extent that, after giving effect to such Swing Line LoanAdvance, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans Advances to the extent that, after giving effect to such Swing Line LoanAdvance, Swing Line Outstandings exceed $5,000,000 15,000,000 and (iii) any Swing Line Loan Advance made (absent the consent of all of the Lenders) 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. Each Lender that has provided to the Swing Line Lender the purchase price due for its participation in Swing Line Loans Advances 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 any Swing Line Loan Advance remains outstanding for ten five (105) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line LoanAdvance, in full), Borrower shall request a Loan an Advance pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan Advance together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans Advances by way of a Advance Revolving Borrowing in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Revolving Advances 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 Revolving Borrowing 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 Alternate Base Rate Revolving Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Alternate Base Rate Revolving Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender Lender. Swing Line Loans shall bear interest solely at the Agreed Rate. Sections 2.06(d) and (subject f), with respect to clause (d) below)the payment of all accrued and unpaid interest on Swing Line Loans and the accrual of interest at the Default Rate, shall apply to all Swing Line Loans. (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line Loan, each Lender Bank shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to the pro rata portion of that Lender’s Pro Rata Share of the Revolving Facility times the amount of the Swing Line LoanBank's Commitment. Upon demand made by the Swing Line Lender, each Lender Bank shall, according to its Pro Rata Share pro rata participation of the Revolving Facilitysuch Swing Line Loan, promptly provide to the Swing Line Lender its purchase price therefor in an amount equal to its pro rata participation therein. Any amount paid by a Bank pursuant to demand of the Swing Line Lender of the purchase price of its participation in any such Swing Line Loan shall when made be deemed to be (i) provided that the conditions to making Syndicated Loans shall be satisfied, a Base Rate Loan, and (ii) in all other cases, the funding by each Bank of the purchase price of its participation in such Swing Line Loan. The obligation of each Lender Bank so to so provide its purchase price to the Swing Line Lender shall be absolute and unconditional (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) during the continuation of an Event of Default if written notice or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request a Borrowing pursuant to Section 2.02 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds 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. Each Lender that has provided Borrowing 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender amount necessary to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Lender to the Swing Line Lender Outstandings (which the Swing Line Lender shall then apply to such repayment) and credit any balance of the Swing Line Outstandings). In Borrowing in immediately available funds 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 Alternate Base Rate Advances to be made manner directed by the Lenders under the Revolving Facility in amounts which are sufficient Borrower pursuant to reduce the Swing Line Outstandings as required aboveSection 2.02(d). The proceeds of such Advances Borrowings shall be paid directly to the Swing Line Lender for application to the Swing Line OutstandingsOutstandings and the Banks shall then be deemed to have made Loans in the amount of such Borrowings. The Swing Line shall continue in effect until the Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

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. (b) Swing Line Loans shall bear interest at a fluctuating rate per annum equal to the Alternate Base sum of the Applicable Federal Funds Rate plus the Applicable Alternate Base Rate Margin. Interest shall be LIBOR Spread plus 0.15%, payable on such dates, not more frequent than monthly, as may be specified by the Swing Line Lender date principal is due and in any event on the Maturity Date. The Swing Line Lender 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 Lender (subject to clause (d) below)Bank. (c) Subject to subsection Each Swing Line Loan shall be payable within five Banking Days after being made by the Swing Line Bank and in any event on the Maturity Date or any earlier date when all other Obligations are due. (ed) belowUnless the Administrative Agent otherwise consents, the principal amount of all no more than two (2) Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Dateoutstanding at any one time. (de) Upon the making of a Swing Line LoanLoan in accordance with Section 2.13( a), each Lender Bank shall be deemed to have purchased from the Swing Line Lender Bank a participation therein in an amount equal to that Lender’s Bank's Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line LenderBank through the Administrative Agent, each Lender Bank shall, according to its Pro Rata Share of the Revolving FacilityShare, promptly provide to the Swing Line Lender Bank its purchase price therefor in an amount equal to its participation therein. The obligation of each Lender Bank to so provide its purchase price to the Swing Line Lender Bank shall be absolute and unconditional (except subject only to the making of a demand made upon that Bank by the Swing Line LenderBank) and shall not be affected by the occurrence of a Default or Event of Default; provided that no Lender Bank shall be obligated to purchase its Pro Rata Share of (i) Swing Line Loans to the extent that, after giving effect to such that Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans Outstandings are in excess of $25,000,000 or to the extent that, after giving effect to such Swing Line Loan, that the Indebtedness evidenced by the Notes plus the Aggregate Effective Amount of all outstanding Letters of Credit plus the Swing Line Outstandings exceed $5,000,000 exceeds the Commitments and (iiiii) any Swing Line Loan made (absent the consent of all of the LendersBanks) 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. Each Lender Bank that has provided to the Swing Line Lender Bank 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 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 Lender Bank paid the Swing Line Lender Bank its purchase price) with respect to such claim. (ef) In Upon any demand for payment of the event that any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on Outstandings by the next Banking Day Swing Line Bank (unless Borrower has made other arrangements acceptable to the Swing Line Lender Bank to repay such the Swing Line Loan, in fullOutstandings), Borrower shall request a Loan Prime Rate Advance under the Commitments pursuant to Section 2.1(a2.2 in an amount complying with Section 2.1( d) and sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the The Administrative Agent shall automatically provide the responsive Advances made by each Lender such amount to the Swing Line Lender Bank (which the Swing Line Lender Bank shall then apply to the Swing Line Outstandings)) and credit any balance of the Loan in immediately available funds to the Designated Deposit Account. In the event that Borrower fails to request a Loan Prime Rate Advance under the Commitments 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 Alternate Base Prime Rate Advances to be made by the Lenders Banks under the Revolving Facility Commitments in amounts which are the amount sufficient to reduce repay the Swing Line Outstandings as required aboveand, for this purpose, the conditions precedent set forth in Section 8.2 shall not apply. The proceeds pro- ceeds of such Advances shall be paid directly to the Swing Line Lender Bank for application to the Swing Line Outstandings.

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. (b) Swing Line Loans shall bear interest at a fluctuating rate per annum equal to the sum of the Alternate Base Rate plus the Applicable Alternate Base Rate Margin. Interest shall be Spread, payable on such dates, not more frequent than monthly, as may be specified by the Swing Line Lender dates principal is due and in any event on the Maturity Date. The Swing Line Lender 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 Lender Bank (subject or, if applicable, for the account of the Banks funding such Swing Line Loans pursuant to clause (d) belowSection 2.4(d)). (c) Subject to subsection (e) below, the principal amount of all The Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to demand made by the Swing Line Lender Bank and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) in any event on the Maturity Date. (d) Upon the making of a Swing Line Loan, each Lender Bank shall be deemed to have purchased from the Swing Line Lender Bank a participation therein in an amount equal to that Lender’s Bank's Pro Rata Share of the Revolving Facility Line A Commitment times the amount of the Swing Line Loan. Upon demand made by the Swing Line LenderBank, each Lender Bank shall, according to its Pro Rata Share of the Revolving FacilityLine A Commitment, promptly provide to the Swing Line Lender Bank its purchase price therefor in an amount equal to its participation therein. The obligation of each Lender Bank to so provide its purchase price to the Swing Line Lender Bank shall be absolute and unconditional (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 claimother occurrence or event. (e) In the event that any Swing Line Loan remains outstanding for ten (10) consecutive Outstandings have not been repaid by the end of the Banking DaysDay following their disbursement, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender Bank to repay such the Swing Line Loan, in fullOutstandings), Borrower shall request a an Alternate Base Rate Loan under the Line A Commitment pursuant to Section 2.1(a2.2 in an amount complying with Section 2.1(e) and sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the The Administrative Agent shall automatically provide the responsive Advances made by each Lender such amount to the Swing Line Lender Bank (which the Swing Line Lender Bank shall then apply to the Swing Line Outstandings)) and credit any balance of the Loan in immediately available funds to the Designated Deposit Account. In the event that Borrower fails to request a an Alternate Base Rate Loan under the Line A Commitment 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 Alternate Base Rate Advances to be made by the Lenders Banks under the Revolving Facility Line A Commitment in amounts which are the amount necessary to comply with Section 2.1(e) and sufficient to reduce repay the Swing Line Outstandings as required aboveand, for this purpose, the conditions precedent set forth in Section 8.2 shall not apply. The proceeds pro- ceeds of such Advances shall be paid directly to the Swing Line Lender Bank for application to the Swing Line Outstandings.

Swing Line. (a) The Swing Line Lender shall agrees, on the terms and conditions hereinafter set forth, to make advances (“Swing Line Advances”) to the Borrower from time to time during the period from the Closing Date through date of this Agreement, up to but not including the fifth (5th) 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 Termination Date, in an aggregate principal amount not to exceed at any time outstanding the Maximum lesser of (i) the Swing Line Commitment or (ii) the Aggregate Available Revolving Credit. For the avoidance of doubt, Swing Line Advances will reduce availability under the Revolving Credit AmountFacility, but shall not be deemed usage for purposes of calculating the Undrawn Fee. (b) after giving effect to such The Swing Line Loan, Advances shall be evidenced by the Swing Line Outstandings do not exceed $10,000,000 and/or, (c) without the consent of all of the Lenders, no Note. Each Swing Line Loan may Advance shall be made during in an amount not less than One Million Dollars ($1,000,000) and, if in excess thereof, in integral multiples of One Million Dollars ($1,000,000). Within the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender by limits set forth in Section 2.19(a), 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 therein2.19. (bc) Swing Line Loans The Borrower 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 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 Loans is solely for the account of give the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) belowand, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by if the Swing Line Lender is not also the Administrative Agent, the Administrative Agent) notice requesting a Swing Line Advance (“Swing Line Borrowing Notice”) not later than 2:00 p.m. (New York time) on the Business Day of such Swing Line Advance, specifying the amount of such requested Swing Line Advance. Each such Swing Line Borrowing Notice shall be accompanied by the Ratable Borrowing Notice provided for in Section 2.19(d). All Swing Line Borrowing Notices and Ratable Borrowing Notices given by the Borrower under this Section 2.19(c) shall be irrevocable. Upon satisfaction of the applicable conditions set forth in Section 5.2, the Swing Line Lender will make the Swing Line Advance available to the Borrower in immediately available funds by crediting the amount thereof to the Borrower’s account with respect the Swing Line Lender. If the Swing Line Lender is not also the Administrative Agent, the Swing Line Lender shall not advance the Swing Line Advance unless and until the Administrative Agent shall have confirmed (by telephonic notice) that such applicable conditions have been satisfied. Notwithstanding anything to such loan (which maturity date the contrary contained in this Section 2.19 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Advance at a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Datetime when a Revolving Credit Lender is a Defaulting Lender. (d) Upon Each Swing Line Advance shall bear interest at the Alternate Base Rate and shall be paid in full on or before the third Business Day following the making of a such Swing Line LoanLoan and, each if not so paid by the Borrower, shall be paid in full from the proceeds of a Revolving Credit Ratable Advance made by the Revolving Credit Lenders pursuant to Section 2.2 on the third Business Day following the making of such Swing Line Advance. Each Swing Line Borrowing Notice given by the Borrower under Section 2.19(c) shall include, or if it does not include shall be deemed to include, an irrevocable Ratable Borrowing Notice under Section 2.2 requesting the Revolving Credit Lenders to make a Ratable Revolving Credit Advance, on or before the third Business Day following the making of such Swing Line Advance, of the full amount of such Swing Line Advance, unless such Swing Line Advance is sooner paid in full by the Borrower. (e) Provided that the applicable conditions set forth in Section 5.2 shall have been satisfied at the time of the making of such Swing Line Advance, the Revolving Credit Lenders irrevocably agree to make the Revolving Credit Ratable Advance provided for in Section 2.19(d), notwithstanding any subsequent failure to satisfy such conditions or any other facts or circumstances including (without limitation) the existence of a Default. If and to the extent that any Revolving Credit Lender shall fail to make a Revolving Credit Ratable Loan in the amount of its Revolving Credit Ratable Share of such Revolving Credit Ratable Advance, such Revolving Credit Lender shall be irrevocably deemed to have purchased from the Swing Line Lender a participation therein interest in such Swing Line Advance in an amount equal to that Lender’s Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by such Revolving Credit Lender’s Revolving Credit Ratable Share of such Revolving Credit Ratable Advance and shall promptly pay such amount to the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly 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 Agent and the Lenders, Bank of America 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. Bank of America shall not be obligated to make any Swing Line Loan, Loan pursuant hereto (i) if to the actual knowledge of Bank of America the Borrower is not in compliance with all the conditions to the 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 $10,000,000 and/or10,000,000, 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. The Borrower may may, subject to the conditions set forth in the preceding sentence, borrow, repay and reborrow under this SectionSECTION 2.4. Borrowings Unless notified to the contrary by Bank of America, 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 telephonic written request by a Responsible Official telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to the Administrative Agent Bank of America not later than 2:00 p.m., California time, 12:00 noon 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 by telecopier or electronic mail)the form of EXHIBIT D-2, with appropriate insertions. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification Unless notified to the Swing Line Lender thatcontrary by Bank of America, 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 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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Bank of America. Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) belowLoans shall bear interest solely at the Base Rate or, if applicable, the principal amount of all Default Rate. All accrued and unpaid interest on Swing Line Loans shall be due and payable payable, on the earlier of (i) the maturity date agreed to by the Swing Line Lender dates and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line Loan, 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 of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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, manner provided 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.SECTION

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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Lender’s 's Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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 Amount, does not exceed the lesser of (bA) after giving effect 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 such refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the Swing Line Outstandings do not exceed $10,000,000 and/orother terms and conditions hereof, (c) without the consent Borrower may borrow under this §2.16, prepay under §§3.2 and 3.3, and reborrow under this §2.16. The obligation 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 Borrower to repay 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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal aggregate amount of all Swing Line Loans made by Swing Line Lender, together with interest accruing in connection therewith, shall be due and evidenced by a Note made by Borrower payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender in substantially the form of Exhibit A-1 hereto (such notes and Borrower with respect 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 on such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon day. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation therein in such Swing Line Loan in an amount equal to that the product of such Lender’s Pro Rata Share of the Revolving Facility Percentage times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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 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 Dayit. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Each Lender’s Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according obligation to its Pro Rata Share of the Revolving Facility, 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 such participating interests shall be absolute and unconditional (except only demand made by the Swing Line Lender) 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 DefaultDefault or the termination of the Commitments; provided that no Lender shall be obligated (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any 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 purchase its Pro Rata Share any of (i) Swing Line Loans to the extent that, after giving effect to such foregoing. Each Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amountonce so participated, (ii) Swing Line Loans shall cease to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any be a Swing Line Loan made (absent the consent for purposes of all of the Lenders) 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. 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 this Agreement 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 claimbecome a Revolving Loan. (e) In the event that any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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 $10,000,000 and/or, (c) without the consent of all of the Lenders, no Total 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 LoanCommitment, 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. (biii) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line Loan, 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 of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, if after giving effect to such Swing Line Loan, the sum of the Total Outstandings exceeds the Total Revolving Credit Facility Usage exceeds Commitment. (b) All Swing Line Loans shall bear interest at the Maximum 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 $1,000,000 (or the remaining Total Swing Line Commitment, if less) and any increment of $100,000 in excess thereof. (c) The principal amount of each Swing Line Loan shall be payable on the earlier to occur of (i) the demand for repayment thereof with a Revolving Credit Amount, 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 solely by the Swing Line Lender to the extent that, after giving effect Borrower but that each such Lender shall share the risk of loss with respect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iiiLoans by making a Revolving Credit Loan in the manner set forth in Section 2.02(e) any below to repay such Swing Line Loan made (absent the consent of all of the Lenders) during the continuation of in an Event of Default if written notice of amount equal to 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 Lender's Applicable Commitment Percentage of such Swing Line Loan. Each The obligation of each Lender that has provided to so pay its ratable share of the Swing Line Lender the purchase price due for its participation in principal amount of outstanding Swing Line Loans shall thereupon acquire a pro rata participation, by making such Revolving Credit Loans up to but not exceeding the extent Revolving Credit Commitment of such paymentLender 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 to satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents (including such documents as defined in the claim 364 Day Facility Credit Agreement), or (iii) the occurrence 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 claimDefault or Event of Default. (e) In the event that any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the The Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower the Borrower, the Agent and the Lenders, demand payment repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans by way of a Advance in Loans, and the full amount or any portion occurrence of the Swing Line OutstandingsTermination Date, shall be deemed to constitute a Borrowing Notice delivered and received pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or 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 Loans. In each caseEach Lender shall pay to the Agent, for the Administrative account of the Swing Line Lender, an amount of such Base Rate Loan under the Revolving Credit Facility equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall automatically upon the receipt of a Revolving Credit Loan pursuant to Section 2.02(e) in an amount sufficient to repay any or all Swing Line Loan(s) then outstanding, provide the responsive Advances made by each Lender to the Swing Line Lender the amount necessary to repay such Swing Line Loan(s) (which the Swing Line Lender shall then apply to such repayment) and credit any balance of the Revolving Credit Loan in immediately available funds to the Borrower's Account. (g) 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 is not required to, without notice to or the consent of Borrower, cause Alternate Base Rate Advances to be made by the Lenders under shall continue in effect until the Revolving Facility in amounts which are sufficient to reduce Credit Termination Date (the "Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line OutstandingsTermination Date").

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. (b) Swing Line Loans shall bear interest at a fluctuating rate per annum equal to the Alternate Base Rate plus the Applicable Alternate Base Rate MarginMargin minus one percent per annum. 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 or the relevant Co-Borrower for such interest. The interest Interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all The Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to within five Business Days after demand made by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) in any event on the Maturity DateDate or any earlier date when all other Obligations are due. (d) Upon the making of a Swing Line LoanLoan in accordance with Section 2.6(a), 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 's Pro Rata Share of the Revolving Facility Commitment times the amount of the Swing Line Loan. Upon demand made by the Swing Line LenderLender through the Administrative Agent, each Revolving Lender shall, according to its Pro Rata Share of the Revolving FacilityCommitment, promptly provide to 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 shall be absolute and unconditional (except subject only to the making of a demand made upon that Revolving Lender by the Swing Line Lender) and shall not be affected by the occurrence of a Default or Event of Default; provided that no Revolving Lender shall be obligated to purchase its Pro Rata Share under the Revolving Commitment of (i) Swing Line Loans to the extent that, after giving that Swing Line Outstandings are in excess of $50,000,000 or to the extent that 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 exceeds the Revolving Commitment (as in effect to such on the date of the making of the related Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, ) and (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Revolving Lenders) during at any time when the continuation of an Event of Default if written notice of such Event of Default shall applicable conditions set forth in Section 8.2 have not been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loansatisfied. Each Revolving 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 and the Co-Borrowers for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower or the Co-Borrowers with respect to such claim and in any interest payment made by Borrower or the Co-Borrowers (but only with respect to periods subsequent to the date such Revolving Lender paid the Swing Line Lender its purchase price) with respect to such claim. (e) In Upon any demand for payment of the event that any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on Outstandings by the next Banking Day Swing Line Lender (unless Borrower or the relevant Co-Borrower has made other arrangements acceptable to the Swing Line Lender to repay such reduce the Swing Line Loan, in fullOutstandings to $0), Borrower or the relevant Co-Borrower shall request a Committed Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such all Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In additionOutstandings (and, the Swing Line Lender mayfor this purpose, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line OutstandingsSection 2.1(f) shall not apply). In each case, the Administrative Agent shall automatically provide the responsive respective Committed Advances made by each Revolving 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 and the Co-Borrowers fail 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 BorrowerBorrower or the Co-Borrowers, cause Alternate Base Rate Committed Advances to be made by the Revolving Lenders under the Revolving Facility 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 Committed Advances to be made by the Revolving Lenders pursuant to the three preceding sentences but the Revolving Lenders shall not be obligated to make such Committed Advances to the extent that the conditions set forth in Section 2.6(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 Committed Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

Swing Line. (a) The Swing Line Lender shall agrees, on the terms and conditions hereinafter set forth, to make loans (“Swing Line Loans”) to the Borrower from time to time during the period from the Closing Date through date of this Agreement, up to but not including the day prior Revolving Credit Termination Date, in an aggregate principal amount not to exceed at any time outstanding the lesser of (i) the Swing Line Commitment or (ii) the amount by which the Swing Line Lender’s Revolving Credit Commitment exceeds the sum of (A) the outstanding principal amount of the Revolving Credit Loans made by the Swing Line Lender pursuant to Section 2.01.1 and (B) the Swing Line Lender’s Revolving Credit Pro Rata Share of the outstanding Facility Letter of Credit Obligations, subject in each case to the Maturity Date make Swing Line Loans to Borrower limitations 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 Amount, Section 2.01.3. (b) after giving effect to such Each Swing Line Loan, Loan which shall not utilize the Swing Line Outstandings do Commitment in full shall be in an amount not exceed less than One Million Dollars ($10,000,000 and/or1,000,000) and, if in excess thereof, in integral multiples of One Million Dollars (c) without $1,000,000). Within the consent of all limits of the Lenders, no Swing Line Loan may be made during Commitment, 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 Section 2.22. (or the remaining availability under the Swing Linec) upon telephonic request by a Responsible Official 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 give the Swing Line Lender that, after giving effect to such request, availability notice of any request 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 2:00 p.m. California Chicago time on the Business Day of such Swing Line Loan, specifying the amount of such requested Swing Line Loan. Each such notice shall be accompanied by a Borrowing Base Certificate dated as of the date of repaymentsuch notice (and by the notice provided for in Section 2.22(d)). If All notices given by the Borrower instructs under this Section 2.22(c) shall be irrevocable. Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Lender to debit its demand deposit account at will make the Swing Line Lender Loan available to the Borrower in immediately available funds by crediting the amount of any payment thereof to the Borrower’s account 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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity DateLender. (d) Upon On the first Business Day following the making of a Swing Line Loan, each Lender such Swing Line Loan shall be paid in full from the proceeds of a Revolving Credit Loan made pursuant to Section 2.01.1. Each notice given by the Borrower under Section 2.22(c) shall include, or, if it does not include, shall be deemed to have purchased from the Swing Line Lender a participation therein in include, an amount equal to that Lender’s Pro Rata Share of irrevocable notice under Section 2.03 requesting the Revolving Facility times Credit Lenders to make an ABR Loan on the next succeeding Business Day in the full amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly 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 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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that LenderXxxxxx’s Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 Xxxxxxxx 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line LoanLoan in accordance with Section 2.5(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 of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line LenderLender through the Administrative Agent, each Lender shall, according to its Pro Rata Share of the Revolving FacilityShare, 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 (except subject only to the making of a demand made 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, after giving that Swing Line Outstandings are in excess of $7,500,000 or to the extent that the sum of the Indebtedness evidenced by the Notes plus the Aggregate Effective Amount of all outstanding Letters of Credit plus the Swing Line Outstandings exceeds the Aggregate Commitments (as in effect to such on the date of the making of the related Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, ) and (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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. (ec) In Upon any demand for payment of the event that any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on Outstandings by the next Banking Day Swing Line Lender (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such reduce the Swing Line Loan, in fullOutstandings to $0), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such all Swing Line Loan together with any and all accrued and unpaid interest with respect theretoOutstandings (and, for this purpose, Section 2.1(d) shall not apply). In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the The Administrative Agent shall automatically provide the responsive respective Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility their respective Commitments 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 Lenders pursuant to the two preceding sentences but the Lenders shall not be obligated to make such Advances to the extent that the conditions set forth in Section 2.5(a)(i) and (ii) were not satisfied as to any Swing Line Loan which is part of such Swing Line Outstandings. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

Swing Line. (a) The Subject to the terms and conditions of this Agreement, the Administrative Agent agrees to make loans to the Borrower as Swing Line Lender shall Advances from time to time from until and including the Closing Business Day immediately preceding the Termination Date through the day prior and not thereafter, in an aggregate principal amount at any time outstanding not to the Maturity Date make exceed its Swing Line Loans to Borrower in such amounts as Borrower may requestCommitment, provided that (a) after giving effect to such Swing Line Loanat any time, Revolving the sum of the aggregate amount of all outstanding Advances plus the Letter of Credit Facility Usage does Liabilities shall not exceed the Maximum Revolving Credit Amountlesser of the Borrowing Base or the Total Commitment Amount (as such amount is reduced or cancelled in accordance with this Agreement), (b) after giving effect to such Swing Line Loanexcept as permitted by Section 4.3. At any time until and including the ----------- Business Day immediately preceding the Termination Date, the Borrower may use the Swing Line Outstandings do not exceed $10,000,000 and/orby borrowing, (c) without prepaying the consent aggregate amount 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 outstanding Advances under the Swing Line may be made in amounts which are integral multiples whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The proceeds of $100,000 (or the remaining availability under the each 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 Line Advance shall be promptly confirmed in writing used by telecopier or electronic mail). Promptly after receipt of such a request the Borrower solely for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability its short-term cash needs for Loans will exist under Section 2.1(a) (working capital 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 thereingeneral business purposes. (b) Each Swing Line Loans Advance shall be a Floating Rate Advance and shall bear interest prior to maturity at a fluctuating rate per annum equal to the Alternate Base Rate plus lesser of (a) the Applicable Alternate Base Rate MarginRate, or (b) the Maximum Rate. Interest The Borrower shall not be payable on such dates, not more frequent than monthly, as may be specified by the entitled to Convert 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below)Advances into either Eurodollar Advances or Alternate Currency Advances. (c) Subject The Borrower may request Swing Line Advances by giving written notice to subsection the Administrative Agent. Such notice shall be irrevocable and must be received by the Administrative Agent prior to 2:00 P.M. Dallas, Texas time for Swing Line Advances to be made by crediting the account of Borrower maintained with the Administrative Agent and prior to 1:00 P.M. Dallas, Texas time for Swing Line Advances to be made by wire transfer, in either case on the same Business Day as the requested date of the Swing Line Advance (ewhich shall be a Business Day). Such notice shall be given by means of an Advance Request Form, specifying (i) belowthe requested date of such Swing Line Advance (which shall be a Business Day), and (ii) the amount of the requested Swing Line Advance, which shall be in a minimum amount of $100,000. The proceeds of such Swing Line Advance will be made available by the Administrative Agent to the Borrower at the Principal Office of the Administrative Agent on the requested date of such Advance by crediting the account of the Borrower maintained with the Administrative Agent with such proceeds or by wire transfer in accordance with written instructions from the Borrower. Notwithstanding anything to the contrary contained herein, the principal Borrower may, at any time and from time to time, prepay the aggregate amount of all outstanding Swing Line Loans Advances, in whole or in part, without premium or penalty, by giving the Administrative Agent at least one Business Day advance irrevocable notice of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Datespecified therein. (d) Upon Notwithstanding anything herein to the contrary, the Administrative Agent shall not fund any Swing Line Advances if the conditions set forth in Article VII have not been satisfied. ----------- (f) If prior to the making of a an Advance pursuant to Section 2.2(e) -------------- one of the events described in Section 12.1(e) or 12.1(f) shall have --------------- ------- occurred and be continuing with respect to the Borrower, each Bank will, on the date such Advance was to have been made pursuant to Section 2.2(e), purchase an undivided participating interest in ------------- the Refunded Swing Line Loan, each Lender shall be deemed to have purchased from the Swing Line Lender a participation therein Advances in an amount equal to that Lender’s Pro Rata Share of (i) its Commitment Percentage times (ii) the Revolving Facility times Refunded Swing Line Advances. Each Bank will ----- immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation. Thereafter, all payments of principal and interest on the Refunded Swing Line Loan. Upon demand Advances shall be made to and distributed to the Banks by the Administrative Agent. (g) Whenever, at any time after any Bank has purchased a participating interest in a Swing Line LenderAdvances, each Lender shallthe Administrative Agent receives any payment on account thereof, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect Administrative Agent will distribute to such Swing Line LoanBank its participating interest in such amount (appropriately adjusted, Revolving Credit Facility Usage exceeds in the Maximum Revolving Credit Amountcase of interest payments, (ii) Swing Line Loans to reflect the extent thatperiod of time during which such Bank's participating interest was outstanding and funded); provided, after giving effect to however, that in the event that such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) during the continuation of an Event of Default if written notice of such Event of Default shall have been provided to Swing Line Lender -------- ------- payment received by the Administrative Agent is thereafter recovered from the Administrative Agent in connection with any bankruptcy or a Lender sufficiently in advance insolvency proceeding of the making of Borrower or otherwise, such Swing Line Loan. Each Lender that has provided Bank will return to the Swing Line Lender Administrative Agent any portion thereof previously distributed by the purchase price due for its participation in Swing Line Loans shall thereupon acquire a pro rata participation, Administrative Agent 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 claimit. (eh) In Each Bank's obligation to make the event that any Swing Line Loan remains outstanding for ten (10Advances referred to in Section 2.2(e) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable and to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan purchase participating interests pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.-------------- ------- 2.2

Swing Line. (a) The Swing Line Lender shall agrees, on the terms and conditions hereinafter set forth, to make loans (“Swing Line Loans”) to the Borrower from time to time during the period from the Closing Date through date of this Agreement, up to but not including the day prior Termination Date, in an aggregate principal amount not to exceed at any time outstanding the lesser of (i) the Swing Line Commitment or (ii) the amount by which the Swing Line Lender’s Commitment exceeds the sum of (A) the outstanding principal amount of the Loans made by the Swing Line Lender pursuant to Section 2.01.1 and (B) the Swing Line Lender’s Pro Rata Share of the outstanding Facility Letter of Credit Obligations, subject in each case to the Maturity Date make Swing Line Loans to Borrower limitations 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 Amount, Section 2.01.3. (b) after giving effect to such Each Swing Line Loan, Loan which shall not utilize the Swing Line Outstandings do Commitment in full shall be in an amount not exceed less than One Million Dollars ($10,000,000 and/or1,000,000) and, if in excess thereof, in integral multiples of One Million Dollars (c) without $1,000,000). Within the consent of all limits of the Lenders, no Swing Line Loan may be made during Commitment, 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 Section 2.21. (or the remaining availability under the Swing Linec) upon telephonic request by a Responsible Official 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 give the Swing Line Lender that, after giving effect to such request, availability notice of any request 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 3:00 p.m. California Charlotte, North Carolina time on the Business Day of such Swing Line Loan, specifying the amount of such requested Swing Line Loan. Each such notice shall be accompanied by a Borrowing Base Certificate dated as of the date of repaymentsuch notice (and by the notice provided for in Section 2.21(d)). If All notices given by the Borrower instructs under this Section 2.21(c) shall be irrevocable. Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Lender to debit its demand deposit account at will make the Swing Line Lender Loan available to the Borrower in immediately available funds by crediting the amount of any payment thereof to the Borrower’s account 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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity DateLender. (d) Upon On the fifth Business Day following the making of a Swing Line Loan, each Lender such Swing Line Loan shall be paid in full from the proceeds of a Loan made pursuant to Section 2.01. 1. Each notice given by the Borrower under Section 2.21(c) shall include, or, if it does not include, shall be deemed to have purchased from include, an irrevocable notice under Section 2.03 requesting the Swing Line Lender a participation therein Lenders to make an ABR Loan on the fifth succeeding Business Day in an the full amount equal to that Lender’s Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving Facility, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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. (b) Swing Line Loans shall bear interest at a fluctuating the rate per annum equal to set forth in the Alternate Base Rate plus the Applicable Alternate Base Rate MarginSwing Line Note. 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 Borrowers for such interest. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all The Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to within five Business Days after demand made by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) in any event on the Maturity Date. (d) Upon the making of a Swing Line LoanLoan in accordance with Section 2.9(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 's Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving FacilityShare, 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 (except only demand made by the Swing Line Lender) and shall not be affected by the existence or occurrence following the making of such Swing Line Loan 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, after giving effect to such that Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans Outstandings are in excess of $15,000,000 or to the extent that, after giving effect to such Swing Line Loan, that the Swing Line Outstandings exceed $5,000,000 and the limitations set forth in this clause (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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 Loand). 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 Borrowers for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower Borrowers with respect to such claim and in any interest payment made by Borrower Borrowers (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 any the Swing Line Loan remains Outstandings are outstanding for ten (10) consecutive Banking Business Days, then on the next Banking Business Day (unless Borrower has Borrowers have made other arrangements acceptable to the Swing Line Lender to repay such pay the Swing Line Loan, Outstandings in full), Borrower Borrowers shall request a Loan pursuant to Section 2.1(a) 2.1 sufficient to repay pay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect theretoOutstandings in full. In addition, the Swing Line Lender may, at upon any time, in its sole discretion, by written notice to Borrower and the Lenders, demand for payment of the Swing Line Loans Outstandings by way of a Advance in the full amount or any portion of the Swing Line OutstandingsLender (unless Borrowers have made other arrangements acceptable to the Swing Line Lender to reduce the Swing Line Outstandings to $0), Borrowers shall request a Loan pursuant to Section 2.1 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 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 Borrowers so fail to request such 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 BorrowerBorrowers, cause Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility Commitment (as specified by the Administrative Agent) in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The conditions precedent set forth in Article 9 shall not apply to Advances to be made by the Lenders pursuant to the three preceding sentences, but the Lenders shall not be obligated to make such Advances to the extent that the conditions set forth in Section 2.9(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 Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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. (b) Swing Line Loans shall bear interest at a fluctuating the rate per annum equal to set forth in the Alternate Base Rate plus the Applicable Alternate Base Rate MarginSwing Line Note. 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. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all The Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to within five Business Days after demand made by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) in any event on the Maturity Date. (d) Upon the making of a Swing Line LoanLoan 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 's Pro Rata Share of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving FacilityShare, 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 (except only demand made 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, after giving effect to such that Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans Outstandings are in excess of $15,000,000 or to the extent that, after giving effect to such Swing Line Loan, that the sum of the Indebtedness evidenced by the Revolving Notes plus the Aggregate Effective Amount of all outstanding Letters of Credit plus the Swing Line Outstandings exceed $5,000,000 and exceeds the Revolving Commitment or (iiiii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any the Swing Line Loan remains Outstandings are outstanding for ten (10) consecutive Banking Business Days, then on the next Banking Business Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such pay the Swing Line Loan, Outstandings in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay pay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect theretoOutstandings in full. In addition, the Swing Line Lender may, at upon any time, in its sole discretion, by written notice to Borrower and the Lenders, demand for payment of the Swing Line Loans Outstandings by way of a Advance in the full amount or any portion of the Swing Line OutstandingsLender (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(a) 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 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 such 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility Commitment in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The conditions precedent set forth in Article 9 shall not apply to Advances to be made by the Lenders pursuant to the three preceding sentences, but the Lenders shall not be obligated to make such Advances 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 Advances shall be paid directly 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 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. (b) Swing Line Loans shall bear interest at a fluctuating rate per annum equal to the Alternate Base Rate plus applicable to Revolving Credit Loans or at any rate otherwise mutually agreed upon by JPMorgan Chase Bank and 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 Lender and in any event on the Maturity Date. The Swing Line Lender shall be responsible for invoicing Borrower for such interestBorrower. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) belowJPMorgan Chase Bank, the principal amount of and all accrued and unpaid interest on Swing Line Loans shall be due and payable on the earlier of (i) dates and in the maturity date agreed to by the Swing Line Lender and Borrower manner provided in Section 2.6 with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Dateinterest on Base Rate Loans. (dc) Upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to have purchased from the Swing Line Lender JPMorgan Chase Bank a participation Participation therein in an amount equal determined with reference to that such Lender’s Pro Rata Share Revolving Percentage of the Revolving Facility times the amount of the such Swing Line Loan. Upon demand made by the Swing Line LenderJPMorgan Chase Bank, each Revolving Credit Lender shall, according to its Pro Rata Share Revolving Percentage of the Revolving Facilitysuch Swing Line Loan, promptly provide to the Swing Line Lender JPMorgan Chase Bank its purchase price therefor in an amount equal to its participation Participation therein. Any Advance made by a Revolving Credit Lender pursuant to demand of JPMorgan Chase Bank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Credit Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.4 until the Borrower converts such Base Rate Loan in accordance with the terms of Section 2.12, and (ii) in all other cases, the funding by each Revolving Credit Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Revolving Credit Lender to so provide its purchase price to the Swing Line Lender JPMorgan Chase Bank shall be absolute and unconditional (except only demand made by the Swing Line Lender) and shall not be affected by the occurrence of a Default, an Event of Default or Event any other occurrence or event. Simultaneously with the making of Default; provided that no each such payment by a Revolving Credit Lender shall be obligated to JPMorgan Chase Bank to fund such Lender’s purchase its Pro Rata Share price of (i) a Participation in such Swing Line Loans Loan pursuant to clause (ii) of this paragraph, such Lender shall, automatically and without any further action on the part of JPMorgan Chase Bank or such Lender, have the right to enforce its Participation in an amount equal to such payment (excluding the portion thereof constituting interest accrued prior to the extent that, after giving effect date the Revolving Credit Lender made its payment) in the related rights of JPMorgan Chase Bank with respect to obligations of the Borrower as to such Swing Line Loan. The Borrower, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans at its option and subject to the extent thatterms hereof, after giving effect may request an Advance pursuant to such Swing Line Loan, Section 2.4 in an amount sufficient to repay Swing Line Outstandings exceed $5,000,000 on any date and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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 shall provide from the making proceeds of such Swing Line Loan. Each Lender that has provided Advance to JPMorgan Chase Bank 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender amount necessary to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Lender to the Swing Line Lender Outstandings (which the Swing Line Lender JPMorgan Chase Bank shall then apply to such repayment) and credit any balance of the Swing Line Outstandings). In Advance in immediately available funds 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 Alternate Base Rate Advances to be made manner directed by the Lenders under the Revolving Facility in amounts which are sufficient Borrower pursuant to reduce the Swing Line Outstandings as required aboveSection 2.4(c)(iii). The proceeds of such Advances shall be paid directly to the Swing Line Lender JPMorgan Chase Bank for application to the Swing Line OutstandingsOutstandings and the Revolving Credit Lenders shall then be deemed to have made Revolving Credit Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full. Notwithstanding the foregoing, the Swing Line Outstandings shall be immediately due and payable at any time upon notice by JPMorgan Chase Bank or the Administrative Agent to the Borrower. In the event the Revolving Credit Lenders have funded Participations in any Swing Line Loan, then at the time payment (in fully collected, immediately available funds) of any principal amount of, or interest on, such Swing Line Loan, in whole or in part, is received by JPMorgan Chase Bank or the Administrative Agent, JPMorgan Chase Bank or the Administrative Agent (as applicable) shall promptly pay to each Revolving Credit Lender an amount equal to its Revolving Percentage of such payment from the Borrower.

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. (b) Swing Line Loans shall bear interest at a fluctuating the rate per annum equal to set forth in the Alternate Base Rate plus the Applicable Alternate Base Rate MarginSwing Line Note. 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 Revolving Maturity Date. The Swing Line Lender 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 Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all The Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to within five Business Days after demand made by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from in any event on the date of advance thereof) or (ii) the Revolving Maturity Date. (d) Upon the making of a Swing Line LoanLoan 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 of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Revolving Lender shall, according to its Pro Rata Share of the Revolving FacilityShare, promptly provide to 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 shall be absolute and unconditional (except only demand made by the Swing Line Lender) and shall not be affected by the occurrence of a Default or Event of Default; provided that no Revolving Lender shall be obligated to purchase its Pro Rata Share of (i) Swing Line Loans to the extent that, after giving effect to such that Swing Line LoanOutstandings are in excess of $10,000,000 or (ii) to the extent that the sum of (x) the aggregate principal amount under the Revolving Notes, Revolving (y) the Swing Line Outstandings and (z) the Letters of Credit Facility Usage exceeds the Maximum then effective Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and Commitment or (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. Each Revolving 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 Revolving Lender paid the Swing Line Lender its purchase price) with respect to such claim. (e) In the event that any the Swing Line Loan remains Outstandings are outstanding for ten (10) consecutive Banking Business Days, then on the next Banking Business Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such pay the Swing Line Loan, Outstandings in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay pay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect theretoOutstandings in full. In addition, the Swing Line Lender may, at upon any time, in its sole discretion, by written notice to Borrower and the Lenders, demand for payment of the Swing Line Loans Outstandings by way of a Advance in the full amount or any portion of the Swing Line OutstandingsLender (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(a) sufficient to repay all Swing Line Outstandings (and, for this purpose, Section 2.1(e) shall not apply). In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Revolving 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 such 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 Alternate Base Rate Advances to be made by the Revolving Lenders under the Revolving Facility Commitment in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The conditions precedent set forth in Article 9 shall not apply to Advances to be made by the Lenders pursuant to the three preceding sentences, but the Lenders shall not be obligated to make such Advances to the extent that the conditions set forth in Section 2.11(a)(i), (ii), (iii) and (iv) were not satisfied as to any Swing Line Loan which is part of such Swing Line Outstandings. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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 2.5, to make Swing Line Advances in Dollars to any Borrower from time to time from the Closing Date through the day Business Day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as that Borrower may request, provided that 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 Total Outstandings do shall not exceed $10,000,000 and/or, the Aggregate Commitments 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 Total Outstandings 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 SectionSection 2.5. 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 local 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 Total Outstandings shall not exceed the Aggregate Commitments (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 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 therein. (b) Swing Line Loans Advances shall bear interest at a fluctuating rate per annum equal to the Alternate that applicable from time to time for Base Rate plus the Applicable Alternate Base Rate MarginLoans. 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 submitting invoices to the Borrowers for such interest. The interest payable on Swing Line Loans is Advances shall be solely for the account of the Swing Line Lender (subject unless and until the Lenders fund their participations therein pursuant to clause (d) belowSection 2.5(d). (c) Subject to subsection (e) below, the principal amount of all The Swing Line Loans Advances shall be due and payable on the earlier of (i) the maturity date agreed to demand made by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) in any event on the Maturity Date. (d) Upon the making of a Swing Line LoanAdvance, 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 of the Revolving Facility 's Applicable Percentage times the amount of the Swing Line LoanAdvance. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving FacilityApplicable Percentage, 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 (except only demand made 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 Applicable Percentage of (i) Swing Line Loans Advances to the extent that, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, that Swing Line Outstandings exceed are in excess of $5,000,000 and 50,000,000 and (iiiii) any Swing Line Loan Advance made (absent the consent of all of the Lenders) during when the continuation of an Swing Line Lender has written notice that a Default or Event of Default if written notice of has occurred and such Default or 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 Loanremains continuing. Each Lender that has provided to the Swing Line Lender the purchase price due for its participation in Swing Line Loans Advances shall thereupon acquire a pro rata participation, to the extent of such payment, in the claim of the Swing Line Lender against Borrower Borrowers for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower Borrowers with respect to such claim and in any interest payment made by Borrower Borrowers (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 any the Swing Line Loan remains outstanding for ten (10) Outstandings are in excess of $10,000,000 on 10 consecutive Banking DaysBusiness Days then, then on the next Banking Business Day (unless the relevant Borrower has made other arrangements acceptable to the Swing Line Lender to repay such reduce the Swing Line Loan, in full), Outstandings below $10,000,000) that Borrower shall request a Loan pursuant to Section 2.1(a) in an amount sufficient to repay reduce the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect theretoOutstandings below $10,000,000. In addition, the Swing Line Lender may, at upon any time, in its sole discretion, by written notice to Borrower and the Lenders, demand for payment of the Swing Line Loans Outstandings by way of a Advance in the full amount or any portion of the Swing Line OutstandingsLender (unless Borrowers have made other arrangements acceptable to the Swing Line Lender to reduce the Swing Line Outstandings to $0), the relevant Borrower shall request a 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 Lender to the Swing Line Lender (which the Swing Line Lender shall then apply to the Swing Line Outstandings). In the event that any Borrower fails to request a Loan within the time specified by Section 2.2 on any such date, the Administrative Agent may, but is shall not be required to, without notice to or the consent of BorrowerBorrowers, cause Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility to that Borrower 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 Lenders pursuant to the three preceding sentences. The proceeds of such Advances shall be paid by the Administrative Agent directly 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, Bank of America 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. Bank of America shall not make any Swing Line Loan, Loan pursuant hereto (i) if to the actual knowledge of Bank of America the Borrower is not in compliance with all the conditions to the 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 $10,000,000 and/or15,000,000, 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. The Borrower may may, subject to the conditions set forth in the preceding sentence, borrow, repay and reborrow under this SectionSection 2.5. Borrowings Unless notified to the contrary by Bank of America, 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 (10,000, 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 telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to the Administrative Agent Bank of America not later than 2:00 p.m., California time, 3:00 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 by telecopier or electronic mail)the form of Exhibit D-2, with appropriate insertions. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification Unless notified to the Swing Line Lender thatcontrary by Bank of America, 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 (10,000 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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Bank of America. Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) belowLoans shall bear interest solely at the Adjusted Base Rate. If any Event of Default shall occur and be continuing, Swing Line Loans shall accrue interest at the principal amount of Default Rate, and all accrued and unpaid interest on Swing Line Loans shall be due and payable payable, on the earlier of (i) dates and in the maturity date agreed to by the Swing Line Lender and Borrower manner provided in Section 4.3 with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Dateinterest on Base Rate Loans. (dc) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from the Swing Line Lender Bank of America a participation Participation therein in an amount equal to that Lender’s Pro Rata Share 's Applicable Commitment Percentage of the Revolving Facility times the amount of the such Swing Line Loan. Upon demand made by the Swing Line LenderBank of America, each Lender shall, according to its Pro Rata Share Applicable Commitment Percentage of the Revolving Facilitysuch Swing Line Loan, promptly provide to the Swing Line Lender Bank of America its purchase price therefor in an amount equal to its participation Participation therein. Any Advance made by a Lender pursuant to demand of Bank of America of the purchase price of its Participation shall when made be deemed to be (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.2, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to the Swing Line Lender Bank of America shall be absolute and unconditional (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) during the continuation of an Event of Default if written notice of such Event of Default shall have been provided or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.2 in an amount sufficient to repay Swing Line Lender by Outstandings on any date and the Administrative Agent or a Lender sufficiently in advance of shall provide from the making proceeds of such Swing Line Loan. Each Lender that has provided Advance to Bank of America 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender amount necessary to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Lender to the Swing Line Lender Outstandings (which the Swing Line Lender Bank of America shall then apply to such repayment) and credit any balance of the Swing Line Outstandings). In Advance in immediately available funds 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 Alternate Base Rate Advances to be made manner directed by the Lenders under the Revolving Facility in amounts which are sufficient Borrower pursuant to reduce the Swing Line Outstandings as required aboveSection 2.2(c)(ii). The proceeds of such Advances shall be paid directly to the Swing Line Lender Bank of America for application to the Swing Line OutstandingsOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

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 Lenders, Bank of America shall make available Swing Line Loans to Borrower in such amounts as Borrower may request, provided that the Borrowers (asubject to the PR Borrowing Limit) after giving effect prior to such the Revolving Credit Termination Date. Bank of America shall not be obligated to make any Swing Line Loan, Loan pursuant hereto (i) if to the actual knowledge of Bank of America the applicable Borrower is not in compliance with all the conditions to the 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 $10,000,000 and/or10,000,000, (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 Revolver Availability will be less than zero, (iv) if, immediately after giving effect to such Swing Line Loan, the Required Reserve is less than the amount required by Section 10.20, or (v) if after giving effect to such Swing Line Loan the amount of Revolving Credit Outstandings plus Swing Line Outstandings of the PR Borrowers shall exceed the applicable PR Borrowing Limit. Borrower may The Borrowers may, subject to the conditions set forth in the preceding sentence and subject to the PR Borrowing Limit, borrow, repay and reborrow under this SectionSection 2.6. Borrowings Unless notified to the contrary by Bank of America, 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 telefacsimile transmission, effective upon receipt, by an Authorized Representative of the applicable Borrower made to the Administrative Agent Bank of America not later than 2:00 p.m., California time, 12:30 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 by telecopier or electronic mail)the form of Exhibit D-2, with appropriate insertions. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification Unless notified to the Swing Line Lender thatcontrary by Bank of America, 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 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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Bank of America. Swing Line Lender Loans shall bear interest solely at the Base Rate (subject or, to clause (dthe extent provided in Section 4.3, at the Default Rate) below). (c) Subject to subsection (e) below, the principal amount of and all accrued and unpaid interest on Swing Line Loans shall be due and payable payable, on the earlier of (i) dates and in the maturity date agreed to by the Swing Line Lender and Borrower manner provided in Section 4.3 with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Dateinterest on Base Rate Loans. (dc) Upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to have purchased from the Swing Line Lender Bank of America a participation Participation therein in an amount equal to that Revolving Lender’s Pro Rata Share 's Applicable Commitment Percentage of the Revolving Facility times the amount of the such Swing Line Loan. Upon demand made by the Swing Line LenderBank of America, each Revolving Lender shall, according to its Pro Rata Share Applicable Commitment Percentage of the Revolving Facilitysuch Swing Line Loan, promptly provide to the Swing Line Lender Bank of America its purchase price therefor in an amount equal to its participation Participation therein. Any Advance made by a Revolving Lender pursuant to demand of Bank of America of the purchase price of its Participation shall when made be deemed to be (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.3, and (ii) in all other cases, the funding by each Revolving Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Revolving Lender to so provide its purchase price to the Swing Line Lender Bank of America shall be absolute and unconditional (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) during the continuation of an Event of Default if written notice or any other occurrence or event. Each Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.3 in an amount sufficient to repay Swing Line Outstandings of such Event of Default shall have been provided to Swing Line Lender by Borrower on any date and the Administrative Agent or a Lender sufficiently in advance of shall provide from the making proceeds of such Swing Line Loan. Each Lender that has provided Advance to Bank of America 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender amount necessary to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Lender to the Swing Line Lender Outstandings (which the Swing Line Lender Bank of America shall then apply to such repayment) and credit any balance of the Swing Line OutstandingsAdvance in immediately available funds in the manner directed by such Borrower pursuant to Section 2.3(c)(ii). 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender Bank of America for application to the Swing Line OutstandingsOutstandings and the Revolving Lenders shall then be deemed to have made Revolving Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

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 the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, Loans"); 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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the maximum outstanding principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line Loannot, 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 of the Revolving Facility times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lenderat any time, each Lender shall, according to its Pro Rata Share of the Revolving Facility, promptly provide to the Swing Line Lender its purchase price therefor in an amount equal to its participation thereinexceed $10,000,000. The obligation of each Lender to so provide its purchase price to the Swing Line Lender shall be absolute Borrower acknowledges and unconditional (except only demand made by the Swing Line Lender) and shall not be affected by the occurrence of a Default or Event of Default; provided agrees that no Lender shall be obligated to purchase its Pro Rata Share of (i) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. Each Lender that has provided Loans 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 Lender Loans made pursuant to this Section 2.6.2 shall bear interest at rate per annum equal to the purchase price due 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 its participation in 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 thereupon acquire be evidenced by a pro rata participationseparate 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 extent of such payment, in the claim order of the Agent in a principal amount equal to $10,000,000 or, if less, the outstanding amount of all Swing Line Lender against Borrower for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment Loans made by the Agent, plus interest accrued thereon, as set forth below. The Borrower with respect irrevocably authorizes the Agent to such claim and in any interest payment made by Borrower (but only with respect make or cause to periods subsequent to be made, at or about the date such Lender paid time of the Swing Line Lender its purchase price) with respect to such claim. (e) In the event that Drawdown Date of any Swing Line Loan remains outstanding for ten (10) consecutive Banking Daysor at the time of receipt of any payment of principal on such the Agent's Swing Line Note, then an appropriate notation on the next Banking Day (unless Borrower has made other arrangements acceptable to the Agent's Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay Note Record reflecting the aggregate principal amount making of such Swing Line Loan together with any and all accrued and unpaid interest with respect theretoor (as the case may be) the receipt of such payment. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment The outstanding amount of the Swing Line Loans by way set forth on such Note Record shall be prima facie evidence of a Advance in the full principal amount thereof owing and unpaid to the Agent, but the failure to record, or any portion 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 Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Lender Note to make payments of principal of or interest on 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line OutstandingsNote when due.

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 Date, the Swing Line Lenders 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 aggregate outstanding principal amount of Competitive Advances and Revolving Loans 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 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 aggregate principal amount of the Swing Line Outstandings do shall not exceed $10,000,000 and/or, 150,000,000; (cii) no Swing Line Lender shall be obligated to permit the aggregate principal amount of the Swing Line Outstanding owed to that Swing Line Lender to exceed any limit set forth in the Swing Line Documents executed in favor of that Swing Line Lender; (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 Default; (iv) prior to the making of such Event of Default the initial Swing Line Loan by the relevant Swing Line Lender, the Borrower or the relevant Co-Borrower shall have been provided to the relevant Swing Line Lender by the Administrative Agent with a note or a Lender sufficiently in advance of the making of such other Swing Line LoanDocuments in form and substance reasonably satisfactory to that Swing Line Lender; and (v) the relevant 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. Borrower and the Co-Borrowers may borrow, repay and reborrow under this Section. Borrowings Unless notified to the contrary by the Administrative Agent, 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 (and to the relevant Swing Line Lender, if the Swing Line Lender is not Bank of America) not later than 2:00 1:00 p.m., California Las Vegas 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., Las Vegas time. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the relevant Swing Line Lender that, after giving effect to such request, availability for the sum of the aggregate outstanding principal amount of Competitive Advances and Revolving Loans 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 mailby email). Each Unless notified to the contrary by the relevant 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 or the relevant Co-Borrower instructs the a Swing Line Lender to debit its demand deposit account at the that Swing Line Lender in the amount of any payment with respect to a Swing Line Loan, or the that Swing Line Lender otherwise receives repayment, after 3:00 p.m., California Las Vegas time, on a Banking Business Day, such payment shall be deemed received on the next Banking Business Day. The Each 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 its Swing Line. (b) Swing Line Loans shall bear interest at a fluctuating rate per annum equal agreed to from time to time by Borrower and the Alternate Base Rate plus the Applicable Alternate Base Rate Marginrelevant Swing Line Lender. Interest shall be payable on such dates, not more frequent than monthly, as may be specified by the relevant Swing Line Lender and in any event on the Maturity Date. The Each Swing Line Lender shall be responsible for invoicing Borrower or the relevant Co-Borrower for such interest. The interest payable on Swing Line Loans made by it. Interest payable on each Swing Line Loan is solely for the account of the Swing Line Lender making that Swing Line Loan (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all A Swing Line Loans Loan shall be due and payable on the earlier of (i) the maturity date agreed to within five Business Days after demand made by the relevant Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) in any event on the Maturity DateDate or any earlier date when all other Obligations are due. (d) Upon the making of a Swing Line LoanLoan in accordance with Section 2.6(a), each Revolving Lender shall be deemed to have purchased from the relevant Swing Line Lender a participation therein in an amount equal to that Lender’s 's Pro Rata Share of the Revolving Facility Commitment times the amount of the Swing Line Loan. Upon demand made by the relevant Swing Line LenderLender through the Administrative Agent, each Revolving Lender shall, according to its Pro Rata Share of the Revolving FacilityCommitment, promptly provide to the such 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 a Swing Line Lender shall be absolute and unconditional (except subject only to the making of a demand made upon that Revolving Lender by the such Swing Line Lender) and shall not be affected by the occurrence of a Default or Event of Default; provided that no Revolving Lender shall be obligated to purchase its Pro Rata Share under the Revolving Commitment of (i) Swing Line Loans to the extent that, after giving that the aggregate Swing Line Outstandings are in excess of $150,000,000 or to the extent that the sum of the aggregate outstanding principal amount of Competitive Advances and Revolving Loans plus the Letters of Credit Usage plus the Swing Line Outstandings exceeds the Revolving Commitment (as in effect to such on the date of the making of the related Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, ) and (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Revolving Lenders) during at any time when the continuation of an Event of Default if written notice of such Event of Default shall applicable conditions set forth in Section 8.2 have not been provided to Swing Line Lender by the Administrative Agent or a Lender sufficiently in advance of the making of such Swing Line Loansatisfied. Each Revolving Lender that has provided to the a 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 such Swing Line Lender against Borrower and the Co-Borrowers for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower or the Co-Borrowers with respect to such claim and in any interest payment made by Borrower or the Co-Borrowers (but only with respect to periods subsequent to the date such Revolving Lender paid the Swing Line Lender its purchase price) with respect to such claim.. W02-WEST:LAR\4000119853.8 (e) In Upon any demand for payment of the event that any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day Outstandings by a Swing Line Lender (unless Borrower or the relevant Co-Borrower has made other arrangements acceptable to the such Swing Line Lender to repay such reduce the Swing Line Loan, in fullOutstandings to $0), Borrower or the relevant Co-Borrower shall request a Committed Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such all Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Outstandings to that Swing Line Lender may(and, at any timefor this purpose, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line OutstandingsSection 2.1(f) shall not apply). In each case, the Administrative Agent shall automatically provide the responsive respective Committed Advances made by each Revolving Lender to the relevant Swing Line Lender (which the such Swing Line Lender shall then apply to the Swing Line Outstandings). In the event that Borrower fails and the Co-Borrowers fail 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 BorrowerBorrower or the Co-Borrowers, cause Alternate Base Rate Committed Advances to be made by the Revolving Lenders under the Revolving Facility 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 Committed Advances to be made by the Revolving Lenders pursuant to the three preceding sentences but the Revolving Lenders shall not be obligated to make such Committed Advances to the extent that the conditions set forth in Section 2.6(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 Committed Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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. (b) . Swing Line Loans 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 at such dates, not more frequent than monthly, 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 Loans is Advances shall be solely for the account of the Swing Line Lender, except to the extent that any Revolving Lender (subject to clause (d) below). (c) Subject to subsection (e) below, has funded the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to participation purchased by the Swing Line that Lender and Borrower in accordance with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) this Section. Upon the making of a Swing Line LoanAdvance, 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 of the Revolving Facility times the amount of the Swing Line LoanAdvance. Upon demand made by the Swing Line LenderLender through the Administrative Agent, each Revolving Lender shall, according to its Pro Rata Share of the Revolving FacilityShare, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) Default or any Swing Line Loan made (absent the consent of all of the Lenders) 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 other occurrence or a Lender sufficiently in advance of the making of such Swing Line Loanevent. 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 any there are Swing Line Loan remains outstanding for ten (10) 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 such the Swing Line Loan, Outstandings in full), Borrower shall request a Revolving Loan pursuant to Section 2.1(a2.1(b) in an amount complying with Section 2.1(e) and sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect theretoOutstandings in full. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the The Administrative Agent shall automatically provide the responsive Advances made by each Lender 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 Alternate Base Rate Advances to be made by the Revolving Lenders under the Revolving Facility Loan Commitment in amounts which are the amount necessary to comply with Section 2.1(e) and sufficient to reduce the repay all Swing Line Outstandings as required aboveand, for this purpose, the conditions precedent set forth in Article 8 shall not apply. The proceeds of such Advances shall be paid directly 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. (aNotwithstanding any other provision of this Agreement to the contrary, in order to administer the revolving facility under Section 2.01(a) above 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 Swing Line Loans to the Borrower at the election of Borrower prior to the Revolving Credit Termination Date. 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 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 outstanding Swing Line Outstandings do not Loans 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 sum of all Revolving Credit Loans and Swing Line Loans then outstanding, plus LC Exposure exceeds the Aggregate Revolving Credit Commitments. Loans made pursuant to this Section 2.01(c) shall be limited to Loans bearing interest at the Base Rate or such other rate of interest as agreed upon by the Borrower and the Swing Line Lender. The indebtedness of the Borrower to the Swing Line Lender resulting from the advances under this Section 2.01(c) shall be evidenced by the Swing Line Note made by the Borrower, which Swing Line Note shall be in a principal amount equal to the Swing Line Commitment. (i) Subject to the terms of this Agreement, during the period from the Closing Date to but excluding, the Revolving Credit Termination Date, the Borrower may borrow, repay and reborrow Swing Line Loans 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 mail2.01(c). Each repayment of a Swing Line Loan shall be in an amount which is an integral multiple multiples of $100,000 (or the unpaid amount of the Swing Line Outstandings)Loans outstanding. Borrower shall notify the The minimum outstanding amount of 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 Loans shall be $100,000. (ii) If the date of repayment. If Borrower instructs the Swing Line Lender to debit its demand deposit account at the Swing Line Lender in the an amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repaymentrepayment after 2:00 P.M. Houston, after 3:00 p.m., California Texas 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. (biii) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans shall bear interest at a fluctuating rate per annum equal are 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 made solely by the Swing Line Lender and in any event on to the Maturity Date. The Swing Line Borrower, but that each Lender shall be responsible for invoicing Borrower for such interest. The interest payable on Swing Line Loans is solely for share the account risk of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower loss with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from the Swing Line Lender a participation therein Loans in an amount equal to that such Lender’s Pro Rata 's Percentage Share of the Revolving Facility times the amount of the such Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender (including the Swing Line Lender) shall, according to its Pro Rata Percentage Share of the Revolving Facilitysuch Swing Line Loan, promptly provide to the Swing Line Lender its purchase price therefor in an amount equal to its participation Percentage Share therein, in which case such Swing Line Loan shall be deemed from and after such date a Loan made under Section 2.01(a). The obligation of each Lender to so provide its purchase price to the Swing Line Lender shall be absolute and unconditional (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) during the continuation of an Event of Default or any other occurrence or event. (iv) The Borrower at its option (and, if written notice of such Event of Default shall have been provided to the Swing Line Lender by Loan is a Eurodollar Loan, subject to Section 5.05 hereof) may request a Revolving Credit Loan pursuant to Section 2.01(a) in an amount sufficient to repay any or all Swing Line Loans on any date (subject to three (3) Business Days prior notice in the case of Eurodollar Loans), and the Administrative Agent or a Lender sufficiently in advance of shall upon the making receipt of such Swing Line Loan. Each Lender that has provided Revolving Credit Loan provide 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender amount necessary to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line or Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 specified by Section 2.2 on such repayment) and credit any such date, the Administrative Agent may, but is not required to, without notice to or the consent balance of Borrower, cause Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility Credit Loan in amounts which are sufficient immediately available funds to reduce the Swing Line Outstandings as required aboveBorrower's account. The proceeds of such Advances Revolving Credit Loans shall be paid directly to the Swing Line Lender for application to the outstanding Swing Line OutstandingsLoans and the Lenders shall then be deemed to have made Revolving Credit Loans pursuant to Section 2.01(a) in the amount of such advances. The obligation of the Swing Line Lender to fund the Swing Line Loans shall cease upon the earlier of (i) the occurrence of a Default, or (ii) the Revolving Credit Termination Date; provided that when a Default is no longer continuing, the Swing Line Lender shall be obligated to provide Swing Line Loans provided all other conditions to making Loans are satisfied.

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. (b) Swing Line Loans 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 Lender and in any event on the Revolving Credit Facility Maturity Date. The Swing Line Lender 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 Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten five (105) consecutive Banking Days from the date of advance thereof) or (ii) the Revolving Credit Facility Maturity Date. (d) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Lender’s 's Pro Rata Share of the Revolving Facility Commitment times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Revolving FacilityCommitment, 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 (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) 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. 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower the Borrowers and the Lenders, demand payment of the Swing Line Loans by way of a Revolving Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility Commitment in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

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 Termination Date in such amounts as Borrower may from time to time request, ; provided 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 LoanSublimit, 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 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 in its sole discretion upon Requisite 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 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 . (b) Unless notified to the contrary by Swing Line Lender, Borrower may be made request Swing Line Loans 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 4.02(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 Swing Line Lender shall provide obtain telephonic verification from the Agent that there is availability for such Swing Line Loan under the Revolving 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 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 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 DayLender. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein. (b) Swing Line Loans 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 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 Loans is solely for the account of the Swing Line Lender (subject to clause (d) below). (c) Subject to subsection (e) below, the principal amount of all Swing Line Loans shall be due and payable on the earlier of (i) the maturity date agreed to by the Swing Line Lender and Borrower with respect to such loan (which maturity date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Date. (d) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from the Swing Line Lender a risk participation therein in an amount equal to that Lender’s 's Pro Rata Share times the amount of such Swing Line Loan. (c) Swing Line Loans shall bear interest at a fluctuating rate per annum equal to the rate of interest payable on Base Rate Loans (plus the Applicable Margin, if any) and shall be payable on the Applicable Payment Dates for Base Rate Loans. The interest payable on Swing Line Loans is solely for the account of Swing Line Lender. (d) Borrower shall repay each Swing Line Loan on the earliest of (i) the fifth Business Day after it is made, (ii) upon demand made by Swing Line Lender and (iii) the Termination Date. Borrower shall repay the principal amount of each Swing Line Loan by payment directly to Swing Line Lender or by debit at a demand deposit account at the Swing Line Lender not later than the Requisite Time for payments hereunder. If the conditions precedent set forth in Section 4.02 can be satisfied, Borrower may request a Borrowing of Loans to repay Swing Line Lender pursuant to Section 2.02, or, failing to make such request, Borrower shall be deemed to have requested a Borrowing of Base Rate Loans on such payment date pursuant to subsection (f) below. (e) If Borrower fails to timely make any principal of or interest payment on Swing Line Loans, Swing Line Lender shall notify the Agent of such fact and the unpaid amount. The Agent shall promptly notify each Lender of its Pro Rata Share of the Revolving Facility times the such amount of the Swing Line Loanby Requisite Notice. Upon demand made by the Swing Line LenderEach Lender shall make funds, each Lender shall, according in an amount equal to its Pro Rata Share of the Revolving Facilitysuch amount, promptly provide available to the Swing Line Lender its purchase price therefor in an amount equal to its participation thereinAgent at the Agent's Office not later than the Requisite Time for payments hereunder on the following Business Day. The obligation of each Lender to so provide its purchase price to the Swing Line Lender make such payment shall be absolute and unconditional (except only demand made 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, after giving effect to such Swing Line Loan, Revolving Credit Facility Usage exceeds the Maximum Revolving Credit Amount, (ii) Swing Line Loans to the extent that, after giving effect to such Swing Line Loan, Swing Line Outstandings exceed $5,000,000 and (iii) any Swing Line Loan made (absent the consent of all of the Lenders) during the continuation of an Event of Default if written notice or any other occurrence or event. Any such payment shall not relieve or otherwise impair the obligation of such Event of Default shall have been provided Borrower to repay Swing Line Lender for any amount of Swing Line Loans, together with interest as provided herein. (f) If the conditions precedent set forth in Section 4.02 can be satisfied (except for the giving of a Credit Request) on any date Borrower is obligated to make, but fails to make, a repayment of Swing Line Loans, the funding by the Administrative Agent or Lenders pursuant to subsection (d) above shall be deemed to be part of a Borrowing of Base Rate Loans (without regard to the Minimum Amount therefor) requested by Borrower. If the conditions precedent set forth in Section 4.02 cannot be satisfied on the date Borrower is obligated to make, but fails to make, such payment, the funding by the Lenders pursuant to subsection (d) above shall be deemed to be a funding by each Lender sufficiently of its participation in advance of the making of such Swing Line Loan. Each Loans, and such funds shall be payable by Borrower upon demand and shall bear interest at the Default Rate, and each Lender that has provided to the Swing Line Lender the purchase price due for its participation in Swing Line Loans making such funding 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 in respect of such payment 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Days, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay the aggregate principal amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

Swing Line. (a) The Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Loans in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Revolving Lenders, Bank of America shall make available Swing Line Lender shall from time Loans to time from the Closing Date through the day Borrower prior to the Maturity Date Date. Bank of America shall not be obligated to make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of Bank of America 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 Swing Line Outstandings, Revolving Credit Outstandings at such time and the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Revolving Credit Commitments of all Revolving Lenders at such time. The Borrower may may, subject to the conditions set forth in the preceding sentence, borrow, repay and reborrow under this SectionSection 3.8. Borrowings Unless notified to the contrary by Bank of America, borrowings under the Swing Line may shall be made in amounts which are the minimum amount of $100,000, or if greater, an integral multiples multiple of $100,000 (or the remaining availability under the Swing Line) in excess thereof, upon telephonic written request by a Responsible Official telefacsimile transmission, effective upon receipt, by an Authorized Officer of the Borrower made to the Administrative Agent Bank of America not later than 2:00 p.m., California time, 12:30 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 by telecopier or electronic mailthe form of Exhibit B-1(b), with appropriate insertions. Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification Unless notified to the Swing Line Lender thatcontrary by Bank of America, 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 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. (b) Swing Line Loans 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 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 Loans is solely for the account of the Bank of America. Swing Line Lender (subject Loans shall bear interest solely at the Adjusted Base Rate, or to clause (d) belowthe extent provided in Section 5.1(b). (c) Subject to subsection (e) below, the principal amount of all Default Rate. All accrued and unpaid interest on Swing Line Loans shall be due and payable on the earlier of (idates and in the manner provided in Section 5.1(c) the maturity date agreed to by the Swing Line Lender and Borrower with respect to interest on Base Rate Loans. The principal amount of each Swing Line Loan is payable in full on demand or such loan (which maturity other earlier date shall not be a date more than ten (10) consecutive Banking Days from the date of advance thereof) or (ii) the Maturity Dateas provided for herein. (dc) Upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to have purchased from the Swing Line Lender Bank of America a participation Participation therein in an amount equal to the percentage of that Lender’s Pro Rata Share Revolving Credit Commitment of the Revolving Facility times the amount of the such Swing Line Loan. Upon demand made by the Swing Line LenderBank of America, each Lender shall, according to the percentage of its Pro Rata Share Applicable Commitment Percentage of the Revolving Facilitysuch Swing Line Loan, promptly provide to the Swing Line Lender Bank of America its purchase price therefor in an amount equal to its participation Participation therein. Any advance made by a Revolving Lender pursuant to demand of Bank of America of the purchase price of its Participation shall when made be deemed to be the funding by each Revolving Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Revolving Lender to so provide its purchase price to the Swing Line Lender Bank of America shall be absolute and unconditional (except only demand made by the Swing Line Lender) and shall not be affected by the occurrence of a an Event of Default or Event any other occurrence or event. Simultaneously with the making of Default; provided that no each such payment by a Revolving Lender shall be obligated to Bank of America to fund such Revolving Lender’s purchase its Pro Rata Share price of (i) a Participation in such Swing Line Loans Loan, such Revolving Lender shall, automatically and without any further action on the part of Bank of America or such Revolving Lender, acquire a Participation in an amount equal to such payment (excluding the portion thereof constituting interest accrued prior to the extent that, after giving effect date the Revolving Lender made its payment) in the related rights of Bank of America with respect to obligations of the Borrower as to such Swing Line Loan. (d) The Borrower, Revolving Credit Facility Usage exceeds at its option and subject to the Maximum Revolving Credit Amountterms hereof, (ii) may request a Borrowing pursuant to Section 3.2 in an amount sufficient to repay Swing Line Loans Outstandings on any date, and the Administrative Agent shall provide from the proceeds of such Borrowing to Bank of America the extent that, after giving effect amount necessary to repay such Swing Line Loan, Outstandings (which Bank of America shall then apply to such repayment) and credit any balance of the Borrowing in immediately available funds in the manner directed by the Borrower pursuant to Section 3.2(b). The proceeds of such Borrowings shall be paid to Bank of America for application to the Swing Line Outstandings exceed $5,000,000 and (iii) the Revolving Lenders shall then be deemed to have made Revolving Loans in the amount of such Borrowings. The Swing Line shall continue in effect until the Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full. In the event any Revolving Lender has funded the purchase price of its Participation in any Swing Line Loan made as provided above, then at the time payment (absent the consent in fully collected, immediately available funds) of all of the Lenders) 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. 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 amount of, or 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 any Swing Line Loan remains outstanding for ten (10) consecutive Banking Dayson, then on the next Banking Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to repay such Swing Line Loan, in full)whole or in part, Borrower is received by Bank of America or the Administrative Agent, Bank of America or the Administrative Agent (as applicable) shall request a Loan pursuant promptly pay to Section 2.1(a) sufficient to repay the aggregate principal such Revolving Lender an appropriate pro rata amount of such Swing Line Loan together with any and all accrued and unpaid interest with respect thereto. In addition, payment from the Swing Line Lender may, at any time, in its sole discretion, by written notice to Borrower and the Lenders, demand payment of the Swing Line Loans by way of a Advance in the full amount or any portion of the Swing Line Outstandings. In each case, the Administrative Agent shall automatically provide the responsive Advances 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 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 Alternate Base Rate Advances to be made by the Lenders under the Revolving Facility in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.