Common use of Swing Line Clause in Contracts

Swing Line. Notwithstanding the notice and amount requirements set forth in Section 2.2.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Agent may, in its sole discretion and without conferring with the Banks, make Syndicated Loans to the Borrower (i) by entry of credits to the Borrower's accounts with the Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTS") to cover checks or other charges which the Borrower has drawn or made against such accounts or (ii) in an amount as otherwise requested by the Borrower. The Borrower hereby requests and authorizes the Agent to make from time to time such Syndicated Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts or as otherwise so requested. The Borrower acknowledges and agrees that the making of such Syndicated Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated 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 Syndicated Loans made on the Closing Date) and Section 12 be satisfied. All actions taken by the Agent pursuant to the provisions of this Section 2.2.2 shall be conclusive and binding on the Borrower and the Banks absent manifest error or the Agent's gross negligence or willful misconduct. Syndicated Loans made pursuant to this Section 2.2.2 shall be Base Rate Loans until converted in accordance with the provisions of this Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Agent.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Agent Swing Line Lender may, at the Borrower's request and in its the Swing Line Lender's sole discretion and without conferring with the BanksLenders, make Syndicated Revolving Credit Loans (each a "SWING LINE LOAN") to the Borrower (i) by entry of credits to the Borrower's accounts with the Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTS") to cover checks or other charges which the Borrower has drawn or made against such accounts or (ii) in an amount as otherwise requested by the BorrowerBorrower PROVIDED, that (a) each such Swing Line Loan shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof, and (b) the aggregate outstanding amount of all Swing Line Loans made by the Swing Line Lender pursuant to this Section 2.6.2 shall not exceed $10,000,000 at any one time. The Borrower hereby requests and authorizes the Agent Swing Line Lender to make from time to time such Syndicated Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts or as otherwise may be so requested. The Borrower acknowledges and agrees that the making of such Syndicated Swing Line Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated Swing Line 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 Syndicated Swing Line Loans made on the Closing Date) and Section 12 be satisfied. All actions taken by the Agent Swing Line Lender pursuant to the provisions of this Section 2.2.2 2.6.2 shall be conclusive and binding on the Borrower and the Banks Lenders absent manifest error or the AgentSwing Line Lender's gross negligence or willful misconduct. Syndicated Loans made pursuant to this Section 2.2.2 shall be Base Rate Loans until converted in accordance with the provisions of this Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Agent.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 (S)2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Agent may, at the Borrower's request and in its the Agent's sole discretion and without conferring with the Banks, make Syndicated Revolving Credit A Loans to the Borrower (i) by entry of credits to the Borrower's accounts with the Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTS") to cover checks or other charges which the Borrower has drawn or made against such accounts or (ii) in an amount as otherwise requested by the Borrower, provided, that the aggregate outstanding amount of all Revolving Credit A Loans made by the Agent pursuant to this (S)2.6.2 shall not exceed $5,000,000 at any one time. The Borrower hereby requests and authorizes the Agent to make from time to time such Syndicated Revolving Credit A Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower acknowledges and agrees that the making of such Syndicated Revolving Credit A Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated Revolving Credit A Loans covered by a Loan Request including, without limitation, the limitations set forth in Section 2.1 (S)2.1 and the requirements that the applicable provisions of Section 11 (S)10 (in the case of Syndicated Revolving Credit A Loans made on the Closing Date) and Section 12 (S)11 be satisfied. All actions taken by the Agent pursuant to the provisions of this Section 2.2.2 (S)2.6.2 shall be conclusive and binding on the Borrower and the Banks absent manifest error or the Agent's gross negligence or willful misconduct. Syndicated Revolving Credit A Loans made pursuant to this Section 2.2.2 (S)2.6.2 shall be Base Rate Loans until converted in accordance with the provisions of this the Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Agent.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Administrative Agent may, in its sole discretion and without conferring with the BanksLenders, make Syndicated Revolving Credit Loans to the Borrower (ia) by entry of credits to the Borrower's accounts Borrowers operating account No. 9427740498(the Operating Account) with the Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTS") Cash Management Bank to cover checks or other charges which the Borrower has drawn or made against such accounts account or (iib) in an amount as otherwise requested by the Borrower; provided that the maximum outstanding amount of advances made by the Administrative Agent pursuant to this 2.6.2 (each a Swing Line Loan) shall not, at any time, exceed $10,000,000. The Borrower hereby requests and authorizes the Administrative Agent to make from time to time such Syndicated Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower acknowledges and agrees that the making of such Syndicated the Swing Line Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated 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 10 (in the case of Syndicated Swing Line Loans made on the Closing Date) and Section 12 11 be satisfied. All actions taken by the Administrative Agent pursuant to the provisions of this Section 2.2.2 2.6.2 shall be conclusive and binding on the Borrower and the Banks Lenders absent manifest error or the Agent's Administrative Agents gross negligence or willful misconduct. Syndicated Swing Line Loans made pursuant to this Section 2.2.2 2.6.2 shall be Base Rate Loans until converted in accordance with the provisions of this Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Administrative Agent.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 ss.2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Administrative Agent may, in its sole discretion and without conferring with the BanksLenders, make Syndicated Revolving Loans to the Borrower (ia) by entry of credits to the Borrower's accounts operating account (No. 51191331) (the "Operating Account") with the Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTS") Cash Managxxxxx Xxnk to cover checks or other charges which the Borrower has drawn or made against such accounts account or (iib) in an amount as otherwise requested by the Borrower; provided that the maximum outstanding amount of advances made by the Administrative Agent pursuant to this ss.2.6.2 (each a "Swing Line Loan") shall not, at any time, exceed $5,000,000. The Borrower hereby requests and authorizes the Administrative Agent to make from time to time such Syndicated the Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower acknowledges and agrees that the making of such Syndicated the Swing Line Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated Revolving Loans covered by a Loan Request including, without limitation, the limitations set forth in Section 2.1 ss.2.1 and the requirements that the applicable provisions of Section 11 ss.10 (in the case of Syndicated Swing Line Loans made on the Closing Date) and Section 12 ss.11 be satisfied. All actions taken by the Agent pursuant to the provisions of this Section 2.2.2 shall be conclusive and binding on the Borrower and the Banks absent manifest error or the Agent's gross negligence or willful misconduct. Syndicated Swing Line Loans made pursuant to this Section 2.2.2 ss.2.6.2 shall be Base Rate Loans until converted in accordance with the provisions of this Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Administrative Agent.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 §2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Administrative Agent may, in its sole discretion and without conferring with the BanksLenders, make Syndicated Loans (“Swing Line Loans”) to the Borrower Borrowers (ia) by entry of credits to the Borrower's accounts with the Agent designated by the Agent in its discretion for such purpose any account of a Borrower (collectivelyeach, the "OPERATING ACCOUNTS"an “Operating Account”) at Bank of America, N.A. to cover checks or other charges which the such Borrower has drawn or made against such accounts account or (iib) in an amount as otherwise requested by the BorrowerBorrowers, provided that the outstanding principal balance of the Loans made under this §2.6.2 shall not exceed $20,000,000 at any time in the aggregate. The Borrower Borrowers hereby requests request and authorizes authorize the Administrative Agent to make from time to time such Syndicated Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower acknowledges Borrowers acknowledge and agrees agree that the making of such Syndicated Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated 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 Syndicated Loans made on the Closing Effective Date) and Section §12 be satisfied. All actions taken by the Administrative Agent pursuant to the provisions of this Section 2.2.2 §2.6.2 shall be conclusive and binding on the Borrower Borrowers and the Banks Lenders absent manifest error or the Administrative Agent's ’s gross negligence or willful misconduct. Syndicated Loans made pursuant to this Section 2.2.2 §2.6.2 shall be Base LIBOR Rate Loans until converted in accordance with the provisions of this the Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Administrative Agent.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 ss.2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Agent may, in its sole discretion and without conferring with the BanksLenders, make Syndicated Revolving Credit Loans to the Borrower Borrowers (i) by entry of credits to Century Aluminum's operating account (No. 56370000) xx any other account(s) of the Borrower's accounts Borrowers (the "Operating Accounts") with the Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTS") to cover checks or other charges which the applicable Borrower has drawn or made against such accounts account or (ii) in an amount as otherwise requested by the BorrowerBorrowers. The Borrower Borrowers hereby requests request and authorizes authorize the Agent to make from time to time such Syndicated Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the an Operating Accounts Account or as otherwise so requested. The Borrower acknowledges Agent and agrees the Borrowers acknowledge and agree that the making of such Syndicated Revolving Credit Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated Revolving Credit Loans covered by a Loan Request (other than the requirement for an immediate Settlement) including, without limitation, the limitations set forth in Section 2.1 ss.2.1 and the requirements that the applicable provisions of Section 11 ss.12 (in the case of Syndicated Revolving Credit Loans made on the Initial Closing Date) and Section 12 ss.14 be satisfied. All actions taken by the Agent pursuant to the provisions of this Section 2.2.2 ss.2.6.2 shall be conclusive and binding on the Borrower Borrowers and the Banks Lenders absent manifest error or the Agent's gross negligence or willful misconduct. Syndicated Revolving Credit Loans made pursuant to this Section 2.2.2 ss.2.6.2 shall be Base Rate Loans until converted in accordance with the provisions of this the Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Agent.

Swing Line. Notwithstanding the notice and minimum amount ---------- requirements set forth in Section 2.2.1 (S)2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Loan and Collateral Agent may, in its sole discretion and without conferring with the Banks, make Syndicated Revolving Credit Loans to the Borrower (i) by entry of credits to the Borrower's accounts operating account (the "Operating Account") with the Loan and ----------------- Collateral Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTS") to cover checks or other charges which the Borrower has drawn or made against such accounts account or (ii) in an amount as otherwise requested by the Borrower. The Borrower hereby requests and authorizes the Loan and Collateral Agent to make from time to time such Syndicated Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower acknowledges and agrees that the making of such Syndicated Revolving Credit Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated Revolving Credit Loans covered by a Loan Request including, without limitation, the limitations set forth in Section 2.1 (S)2.1 and the requirements that the applicable provisions of Section 11 (S)11 (in the case of Syndicated Revolving Credit Loans made on the Closing Date) and Section 12 (S)12 be satisfied. All actions taken by the Loan and Collateral Agent pursuant to the provisions of this Section 2.2.2 (S)2.6.2 shall be conclusive and binding on the Borrower and the Banks absent manifest error or the Loan and Collateral Agent's gross negligence or willful misconduct. Syndicated Revolving Credit Loans made pursuant to this Section 2.2.2 (S)2.6.2 shall be Base Rate Loans until converted in accordance with the provisions of this the Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Loan and Collateral Agent.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 2.6.1 and the provisions of 2.8.1, but otherwise in accordance with the terms and conditions of this Credit Agreement, the Administrative Agent may, in its sole discretion and without conferring with the BanksLenders, make Syndicated up to $10,000,000 of Revolving Credit Loans to the Borrower (ia) by entry of credits to the Borrower's accounts operating account with the Administrative Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTSOperating Account") to cover checks or other charges which the Borrower has drawn or made against such accounts account or (iib) in an amount as otherwise requested by the Borrower. The Borrower hereby requests and authorizes the Administrative Agent to make from time to time such Syndicated Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts or as otherwise so requestedpresented. The Borrower acknowledges and agrees that the making of such Syndicated Revolving Credit Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated 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 (and 12, in the case of Syndicated Revolving Credit Loans made on the Closing Date) , and Section 12 12, in the case of all Revolving Credit Loans, be satisfied. All actions taken by the Administrative Agent pursuant to the provisions of this Section 2.2.2 2.6.2 shall be conclusive and binding on the Borrower and absent the Banks absent manifest error or the Administrative Agent's gross negligence or willful misconduct. Syndicated Loans made pursuant to this Section 2.2.2 shall be Base Rate Loans until converted in accordance with the provisions of this Credit Agreement and, prior Prior to a Settlement, interest payable on such interest Revolving Credit Loans shall be for the account of the AgentAdministrative Agent and payment of principal on such Revolving Credit Loans shall be for the account of BBRF. 2.6.3.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 §2.9.1 but otherwise in accordance with the terms and conditions of this Credit AgreementAgreement (except with respect to Protective OverAdvances), the Administrative Agent may, in its sole discretion and without conferring with the BanksLenders, make Syndicated Revolving Credit Loans to the Borrower Borrowers (ia) by entry of credits to the Borrower's accounts Borrowers’ operating account or such other account (the “Operating Account”) with the Administrative Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTS") to cover checks or other charges which the Borrower has Borrowers have drawn or made against such accounts or account, (iib) in an amount as otherwise requested by the BorrowerBorrowers or (c) as Protective OverAdvances. The Borrower Borrowers hereby requests request and authorizes authorize the Administrative Agent to make from time to time such Syndicated Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower acknowledges Borrowers acknowledge and agrees agree that the making of such Syndicated Revolving Credit Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated 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 Syndicated Revolving Credit Loans made on the Closing Date) and Section §12 be satisfiedsatisfied (except in the case of Protective OverAdvances). All actions taken by the Administrative Agent pursuant to the provisions of this Section 2.2.2 §2.9.2 shall be conclusive and binding on the Borrower Borrowers and the Banks Revolving Credit Lenders absent manifest error or the Administrative Agent's ’s gross negligence or willful misconduct. Syndicated Revolving Credit Loans made pursuant to this Section 2.2.2 §2.9.2 shall be Base Rate Loans until converted in accordance with the provisions of this Credit the Agreement and, prior to a Settlement, such interest shall be for the account of the Administrative Agent.”

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 sec.2.6.1, but otherwise in accordance with the terms and conditions of this Credit Agreement, the Agent may, in its sole discretion and without conferring with the Banks, make Syndicated Revolving Credit Loans to the Borrower (ia) by entry of credits to the Borrower's accounts operating account with the Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTSOperating Account") to cover checks or other charges which the Borrower has drawn or made against such accounts account or (iib) in an amount as otherwise requested by the Borrower. The Borrower hereby requests and authorizes the Agent to make from time to time such Syndicated Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts or as otherwise so requestedpresented. The Borrower acknowledges and agrees that the making of such Syndicated Revolving Credit Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated Revolving Credit Loans covered by a Loan Request including, without limitation, the limitations set forth in Section 2.1 sec.2.1 and the requirements that the applicable provisions of Section 11 (sec.sec.12 and 13, in the case of Syndicated Revolving Credit Loans made on the Closing Date) , and Section 12 sec.13, in the case of all Revolving Credit Loans, be satisfied. All actions taken by the Agent pursuant to the provisions of this Section 2.2.2 sec.2.6.2 shall be conclusive and binding on the Borrower and the Banks absent manifest error or the Agent's gross negligence or willful misconduct. Syndicated Loans made pursuant to this Section 2.2.2 shall be Base Rate Loans until converted in accordance with the provisions of this Credit Agreement and, prior Prior to a Settlement, interest payable on such interest Revolving Credit Loans shall be for the account of the AgentAgent and payment of principal on such Revolving Credit Loans shall be for the account of BKB.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 §2.6.1 but otherwise in accordance with the terms and conditions of this Credit AgreementAgreement and only so long as an Autoborrow Agreement is not then in effect, the Administrative Agent may, in its sole discretion and without conferring with the BanksLenders, make Syndicated Revolving Credit Loans to the Borrower Borrowers (ia) by entry of credits to the Borrower's accounts Borrowers’ operating account (the “Operating Account”) with the Administrative Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTS") to cover checks or other charges which the Borrower has Borrowers have drawn or made against such accounts account or (iib) in an amount as otherwise requested by a Borrower, in each case up to an aggregate amount outstanding (after giving effect to all amounts requested) at any one time not to exceed the BorrowerSwing Line Sublimit. The Borrower Borrowers hereby requests request and authorizes authorize the Administrative Agent to make from time to time such Syndicated Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower acknowledges Borrowers acknowledge and agrees agree that the making of such Syndicated Revolving Credit Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated 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 §12 (in the case of Syndicated Revolving Credit Loans made on the Closing Effective Date) and Section 12 §13 be satisfied. All actions taken by the Administrative Agent pursuant to the provisions of this Section 2.2.2 §2.6.2 shall be conclusive and binding on the Borrower Borrowers and the Banks Lenders absent manifest error or the Administrative Agent's ’s gross negligence or willful misconduct. Syndicated Revolving Credit Loans made pursuant to this Section 2.2.2 §2.6.2 shall be Base Rate Loans until converted in accordance with the provisions of this the Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Administrative Agent. Each Revolving Credit Loan made by the Administrative Agent to the Borrowers under this §2.6 shall be in a minimum aggregate amount of $100,000. Each Lender severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Lender’s Commitment Percentage of any Revolving Credit Loan made by the Administrative Agent under this §2.6.2.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Agent may, in its sole discretion and without conferring with the Banks, make Syndicated Revolving Credit Loans to the Borrower (i) by entry of credits to the Borrower's accounts operating account maintained with BKB (the "Operating Account") with the Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTS") to cover checks or other charges which the Borrower has drawn or made against such accounts account or (ii) in an amount as otherwise requested by the Borrower; provided, however that the aggregate amount of all advances made pursuant to this Section 2.6.2 shall not exceed $15,000,000 at any time outstanding. The Borrower hereby requests and authorizes the Agent to make from time to time such Syndicated Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower acknowledges and agrees that the making of such Syndicated Revolving Credit Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated 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 12 (in the case of Syndicated Revolving Credit Loans made on the Closing Date) and Section 12 13 be satisfied. All actions taken by the Agent pursuant to the provisions of this Section 2.2.2 2.6.2 shall be conclusive and binding on the Borrower and the Banks absent manifest error or the Agent's gross negligence or willful misconduct. Syndicated Revolving Credit Loans made pursuant to this Section 2.2.2 2.6.2 shall be Base Rate Loans until converted in accordance with the provisions of this the Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Agent.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 ss.2.9.1 but otherwise in accordance with the terms and conditions of this Credit AgreementAgreement (except with respect to Protective OverAdvances), the Administrative Agent may, in its sole discretion and without conferring with the BanksLenders, make Syndicated Revolving Credit Loans to the Borrower Borrowers (ia) by entry of credits to the Borrower's accounts with the Agent designated by the Agent in its discretion for Borrowers' operating account or such purpose other account (collectively, the "OPERATING ACCOUNTSACCOUNT") with the Administrative Agent to cover checks or other charges which the Borrower has Borrowers have drawn or made against such accounts or account, (iib) in an amount as otherwise requested by the BorrowerBorrowers or (c) as Protective OverAdvances. The Borrower Borrowers hereby requests request and authorizes authorize the Administrative Agent to make from time to time such Syndicated Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower acknowledges Borrowers acknowledge and agrees agree that the making of such Syndicated Revolving Credit Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated Revolving Credit Loans covered by a Loan Request including, without limitation, the limitations set forth in Section 2.1 ss.2.1 and the requirements that the applicable provisions of Section 11 ss.11 (in the case of Syndicated Revolving Credit Loans made on the Closing Date) and Section 12 ss.12 be satisfiedsatisfied (except in the case of Protective OverAdvances). All actions taken by the Administrative Agent pursuant to the provisions of this Section 2.2.2 ss.2.9.2 shall be conclusive and binding on the Borrower Borrowers and the Banks Revolving Credit Lenders absent manifest error or the Administrative Agent's gross negligence or willful misconduct. Syndicated Revolving Credit Loans made pursuant to this Section 2.2.2 ss.2.9.2 shall be Base Rate Loans until converted in accordance with the provisions of this Credit the Agreement and, prior to a Settlement, such interest shall be for the account of the Administrative Agent.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Agent may, in its sole discretion and without conferring with the Banks, make Syndicated Revolving Credit Loans to the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts borrowed under this Section 2.6.2) at any one time equal to $30,000,000 (i) by entry of credits to the Borrower's accounts Operating Account with the Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTS") to cover checks or other charges which the Borrower has drawn or made against such accounts account or (ii) in an amount as otherwise requested by the Borrower. The Borrower hereby requests and authorizes the Agent to make from time to time such Syndicated Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower acknowledges and agrees that the making of such Syndicated Revolving Credit Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated 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 Syndicated Revolving Credit Loans made on the Closing Effective Date) and Section 12 be satisfied. All actions taken by the Agent pursuant to the provisions of this Section 2.2.2 2.6.2 shall be conclusive and binding on the Borrower and the Banks absent manifest error or the Agent's gross negligence or willful misconduct. Syndicated Revolving Credit Loans made pursuant to this Section 2.2.2 2.6.2 shall be Base Rate Loans until converted in accordance with the provisions of this Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Agent. The Banks shall pay the Agent their pro rata share of Revolving Credit Loans made pursuant to this Section 2.6.2 pursuant to the Settlement provisions of Section 2.8.3.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 2.9.1 but otherwise in accordance with the terms and conditions of this Credit AgreementAgreement (except with respect to Protective OverAdvances), the Agent may, in its sole discretion and without conferring with the BanksLenders, make Syndicated Revolving Credit Loans to the Borrower Borrowers (ia) by entry of credits to the Borrower's accounts Borrowers’ operating account or such other account (the “OPERATING ACCOUNT”) with the Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTS") to cover checks or other charges which the Borrower has Borrowers have drawn or made against such accounts or account, (iib) in an amount as otherwise requested by the BorrowerBorrowers or (c) as Protective OverAdvances. The Borrower Borrowers hereby requests request and authorizes authorize the Agent to make from time to time such Syndicated Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower acknowledges Borrowers acknowledge and agrees agree that the making of such Syndicated Revolving Credit Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated 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 Syndicated Revolving Credit Loans made on the Closing Date) and Section 12 be satisfiedsatisfied (except in the case of Protective OverAdvances). All actions taken by the Agent pursuant to the provisions of this Section 2.2.2 2.9.2 shall be conclusive and binding on the Borrower Borrowers and the Banks Revolving Credit Lenders absent manifest error or the Agent's ’s gross negligence or willful misconduct. Syndicated Revolving Credit Loans made pursuant to this Section 2.2.2 2.9.2 shall be Base Rate Loans until converted in accordance with the provisions of this Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Agent.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 §2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Administrative Agent may, in its sole discretion and without conferring with the BanksLenders, make Syndicated Loans to the Borrower on a same day basis in an aggregate amount not exceeding $15,000,000 (ia) by entry of credits to the Borrower's accounts ’s operating account (the “Operating Account”) with the Administrative Agent or such other account which the Borrower has designated as such to the Administrative Agent by the Agent in its discretion for such purpose not less than three (collectively3) Business Days notice, the "OPERATING ACCOUNTS") to cover checks or other charges which the Borrower has drawn or made against such accounts account or (iib) in an amount as otherwise requested by the Borrower. The Borrower hereby requests and authorizes the Administrative Agent to make from time to time such Syndicated Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower acknowledges and agrees that the making of such Syndicated Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated 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 Syndicated Loans made on the Closing Date) and Section §12 be satisfied. All actions taken by the Administrative Agent pursuant to the provisions of this Section 2.2.2 §2.6.2 shall be conclusive and binding on the Borrower and the Banks Lenders absent manifest error or the Administrative Agent's ’s gross negligence or willful misconduct. Syndicated Loans made pursuant to this Section 2.2.2 §2.6.2 shall be Base Rate Loans until converted in accordance with the provisions of this the Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Administrative Agent.

Swing Line. Notwithstanding the notice and minimum amount ---------- requirements set forth in Section 2.2.1 2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Administrative Agent may, in its sole discretion and without conferring with the BanksLenders, make Syndicated Revolving Credit Loans to the Borrower Borrowers (ia) by entry of credits to the Borrower's accounts Borrowers' operating account (No. [__________]) (the "Operating Account") with the Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTS") Issuing Bank to cover checks or other charges which the Borrower has Borrowers have drawn or made against such accounts account or (iib) in an amount as otherwise requested by the BorrowerBorrowers; provided, however, that in no event shall such Revolving -------- ------- Credit Loans made pursuant to this Section 2.6.2 exceed an aggregate principal amount of $10,000,000 at any one time. The Borrower Borrowers hereby requests request and authorizes authorize the Administrative Agent to make from time to time such Syndicated Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower acknowledges Borrowers acknowledge and agrees agree that the making of such Syndicated Revolving Credit Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated 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 Syndicated Revolving Credit Loans made on the Closing Date) and Section 12 be satisfied. All actions taken by the Administrative Agent pursuant to the provisions of this Section 2.2.2 2.6.2 shall be conclusive and binding on the Borrower Borrowers and the Banks Lenders absent manifest error or the Administrative Agent's gross negligence or willful misconduct. Syndicated Revolving Credit Loans made pursuant to this Section 2.2.2 2.6.2 shall be Base Rate Loans until converted in accordance with the provisions of this the Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Administrative Agent.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 subsections 2.1A and 2.1C but otherwise in accordance with the terms and conditions of this Credit Agreement, the Agent Swing Line Lender may, in its sole discretion and without conferring with the BanksLenders, make Syndicated Prime Rate Loans (“Swing Line Loans”) to the Borrower Company (ia) by entry of credits to Company’s operating account maintained with Xxxxx Fargo as of the Borrower's accounts Closing Date or such other account established by Agent and designated the operating account (the “Operating Account”) with the Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTS") Xxxxx Fargo to cover checks or other charges which the Borrower Company has drawn or made against such accounts account or (iib) in an amount as otherwise requested by Company; provided that the Borroweroutstanding amount of Swing Line Loans advanced hereunder shall not exceed $5,000,000 at any time. The Borrower Company hereby requests and authorizes the Agent Swing Line Lender to make from time to time such Syndicated Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower Company acknowledges and agrees that the making of such Syndicated Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated Loans covered by a Loan Request Notice of Borrowing including, without limitation, the limitations set forth in Section 2.1 subsection 2.1A and the requirements that the applicable provisions of Section 11 subsection 3.1 (in the case of Syndicated Loans made on the Closing Date) and Section 12 subsection 3.2 be satisfied. All actions taken by the Agent Swing Line Lender pursuant to the provisions of this Section 2.2.2 shall subsection 2.1F shall, in the absence of manifest or demonstrable error, be conclusive and binding on the Borrower Company and the Banks Lenders absent manifest error or the Agent's Swing Line Lender’s gross negligence or willful misconduct. Syndicated Loans made pursuant to this Section 2.2.2 subsection 2.1F shall be Base Prime Rate Loans until converted in accordance with the provisions of this Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Agent.

Swing Line. Notwithstanding the notice and minimum amount requirements set forth in Section 2.2.1 2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Administrative Agent may, in its sole discretion and without conferring with the Banks, upon a request made to the Administrative Agent no later than 11:00 a.m. (Boston time) on the date of the proposed borrowing pursuant to this Section 2.6.2, by telephone (confirmed immediately in writing), telex or telecopier, make Syndicated Revolving Credit Loans to the Borrower (i) by entry of credits to the Borrower's accounts operating account with the Administrative Agent designated by the Agent in its discretion for such purpose (collectively, the "OPERATING ACCOUNTSOperating Account") to cover checks or other charges which the Borrower has drawn or made against such accounts account or (ii) in an amount as otherwise requested by the Borrower. The Borrower hereby requests and authorizes the Administrative Agent to make from time to time such Syndicated Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented for payment from the Operating Accounts Account or as otherwise so requested. The Borrower acknowledges and agrees that the making of such Syndicated Revolving Credit Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Syndicated 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 13.1 (in the case of Syndicated Revolving Credit Loans made on the Initial Closing Date) Section 13.2 (in the case of Revolving Credit Loans made on the 47 -00- Xxxxxx Xxxxxxx Xxxe) and Section 12 14 be satisfied, and that Revolving Credit Loans outstanding prior to a Settlement under this Section 2.6.2 shall not exceed $10,000,000 in the aggregate at any time. All actions taken by the Administrative Agent pursuant to the provisions of this Section 2.2.2 2.6.2 shall be conclusive and binding on the Borrower and the Banks absent manifest error or the Administrative Agent's gross negligence or willful misconduct. Syndicated Revolving Credit Loans made pursuant to this Section 2.2.2 2.6.2 shall be Base Prime Rate Loans until converted in accordance with the provisions of this the Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Administrative Agent.