Common use of Swing Loans Clause in Contracts

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Revolving Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof Closing Date to, but not including, the expiration last day of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow re-borrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a)) hereto. Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Revolving Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Revolving Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d2.20(b) belowhereof. From and after the date, if any, on which any Revolving Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Revolving Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.222.23 hereof) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made may in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances loans in Dollars (each a “Swing LoansLoan”) otherwise available to Borrowers as provided for in this Section 2.4 at any time or the Borrower under the Revolving Credit Facility from time to time after on any Business Day during the date hereof to, but not including, period from the expiration of Closing Date until the Term, Revolving Credit Termination Date in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for outstanding at any reason whatsoever and time not to exceed the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligationAvailability; provided, or establish any course of conducthowever, pursuant to which that the Swing Loan Lender shall thereafter not make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall be obligated entitled to make rely on the most recent Borrowing Base Certificate delivered to the Administrative Agent. Each Swing Loan shall be a Base Rate Loan and must be repaid in full within one Business Day of any demand by the Swing Loan Lender therefor and shall in any event mature and become due and payable on the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this Section 2.3(a), amounts of Swing Loans in the futureprepaid or repaid may be reborrowed under this Section 2.3(a). (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy (or forward by electronic mail or similar means) to the contrary provided for hereinAdministrative Agent a duly completed request, in substantially the form of Exhibit C, setting forth the date, the requested amount and date of the Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 1:00 p.m. (New York City time) on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make of the details of the requested Swing Loans if Loan. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by shall make a Swing Loan available to the Administrative Agent which will make such amounts available to the Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Lender that one or more of the applicable conditions precedent contained in Section 3.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 3.2 hereof have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender shall notify the Administrative Agent in writing (which may be by telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York City time) on the first Business Day of each week, of the aggregate principal amount of its Swing Loans then outstanding. (d) The Swing Loan Lender may demand at any time that each Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (e) below, such Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (e) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. (New York City time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Lender shall, before or after 11:00 a.m. (New York City time) on the Business Day next succeeding the date of such Lender’s receipt of such written statement, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Lender, such Lender shall, except as provided in clause (g) below, be deemed to have made a Revolving Loan to the Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the Borrower shall repay such Swing Loan on demand. (f) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 9.1(e), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in proportion immediately available funds, an amount equal to its Revolving Commitment Percentagesuch Lender’s Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (g) below. From and after the date, if any, date on which any Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (e) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (f) above, Agent the Swing Loan Lender shall promptly distribute to such Lender its Revolving Commitment Percentage such Lender’s Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22e) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (f) above.

Swing Loans. (aA) Subject So long as the Swing Line Lender elects to make Swing Loans, promptly, but in any event no later than 2:00 P.M. New York City time on the date specified in each Notice of Borrowing, the Swing Line Lender will make available to the terms and conditions set forth in this Agreement, and in order Company by depositing to minimize its account at the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate Payment Office (or such other account as the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”Company shall specify) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal requested in such Notice of Borrowing. (B) In addition to making Swing Loans pursuant to the lesser foregoing provisions of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan LenderSection 2.05(a), repay and reborrow (at without the option and election of requirement for a specific request from the Company pursuant to Section 2.08(b), the Swing Loan Lender) Swing Loans and Swing Loan Line Lender may make Swing Loans as provided to the Company in this Section 2.4 during accordance with the period provisions of any agreements between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever Company and the making Swing Line Lender relating to the Company’s deposit, sweep and other accounts with the Swing Line Lender and related arrangements and agreements regarding the management and investment of Swing Loans by Swing Loan Lender the Company’s cash assets as in effect from time to time shall not create any duty or obligation, or establish any course (the “Cash Management Agreements”) to the extent of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans the daily aggregate net negative balance in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant Company’s accounts which are subject to the provisions of the Cash Management Agreements. Swing Loans made pursuant to this Section 2.2(a), Swing Loan Lender may elect, 2.09(d)(iv)(B) in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything accordance with the provisions of the Cash Management Agreements shall (i) be subject to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions limitations as to aggregate amount set forth in Section 8.2 of this Agreement have not been satisfied or 2.05(a), (ii) be subject to any limitations as to individual amount set forth in the Cash Management Agreement, (iii) be payable by the Company, both as to principal and interest, at the times set forth in the Cash Management Agreements (but in no event later than the Revolving Commitments have been terminated for Facility Termination Date), (iv) not be made at any reason. (c) Upon the making of a Swing Loan (whether before or time after the Swing Line Lender has notice of the occurrence and during the continuance of a Default or an Event of Default Default, (v) if not repaid by the Company in accordance with the provisions of the Cash Management Agreements, be subject to each Lender’s obligation to purchase participating interests therein pursuant to Section 2.05(c) and regardless of whether a Settlement has been requested with respect to such Swing Loan(vi) except as provided in the foregoing subsections (i) through (v), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, subject to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount terms and conditions of all outstanding Letters of CreditSection 2.05.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made may in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances loans in Dollars (each a “Swing LoansLoan”) otherwise available to Borrowers as provided for in this Section 2.4 at any time or the Borrower under the Revolving Credit Facility from time to time after on any Business Day during the date hereof to, but not including, period from the expiration of Closing Date until the Term, Revolving Credit Termination Date in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for outstanding at any reason whatsoever and time not to exceed the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligationAvailability; provided, or establish any course of conducthowever, pursuant to which that the Swing Loan Lender shall thereafter not make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall be obligated entitled to make rely on the most recent Borrowing Base Certificate delivered to the Administrative Agent. Each Swing Loan shall be a Prime Rate Loan and must be repaid in full within one Business Day of any demand by the Swing Loan Lender therefor and shall in any event mature and become due and payable on the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this Section 2.3(a), amounts of Swing Loans in the futureprepaid or repaid may be reborrowed under this Section 2.3(a). (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy (or forward by electronic mail or similar means) to the contrary provided for hereinAdministrative Agent a duly completed request, in substantially the form of Exhibit C, setting forth the date, the requested amount and date of the Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 1:00 p.m. (New York City time) on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make of the details of the requested Swing Loans if Loan. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by shall make a Swing Loan available to the Administrative Agent which will make such amounts available to the Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Lender that one or more of the applicable conditions precedent contained in Section 3.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 3.2 hereof have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender shall notify the Administrative Agent in writing (which may be by telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York City time) on the first Business Day of each week, of the aggregate principal amount of its Swing Loans then outstanding. (d) The Swing Loan Lender may demand at any time that each Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (e) below, such Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (e) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. (New York City time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Lender shall, before or after 11:00 a.m. (New York City time) on the Business Day next succeeding the date of such Lender’s receipt of such written statement, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Lender, such Lender shall, except as provided in clause (g) below, be deemed to have made a Revolving Loan to the Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the Borrower shall repay such Swing Loan on demand. (f) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 9.1(e), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in proportion immediately available funds, an amount equal to its Revolving Commitment Percentagesuch Lender’s Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Prime Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dPrime Rate Loans. (g) below. From and after the date, if any, date on which any Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (e) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (f) above, Agent the Swing Loan Lender shall promptly distribute to such Lender its Revolving Commitment Percentage such Lender’s Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22e) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (f) above.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, the Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 2.14 at any time or from time to time after the date hereof Closing Date to, but not including, the expiration of the TermMaturity Date, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances Facility Usage shall not at any one time outstanding shall not exceed an amount equal to the lesser Line Cap (other than as a result of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amountany Protective Advance). All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 2.14 during the period between Settlement Dates. All Swing Loans Loans, if requested by the Swing Loan Lender, shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a2.14(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (ix) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (iiy) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below2.10(d). From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.222.13) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreementshall make loans (each, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (a “Swing LoansLoan”) otherwise available to Borrowers as provided for in this Section 2.4 at any time or the Borrower under the Revolving Credit Facility from time to time after on any Business Day during the date hereof to, but not including, period from the expiration of Restatement Effective Date until the Term, Revolving Credit Termination Date in an aggregate principal amount up to but not in excess of at any time outstanding (together with the Maximum Swing Loan Advance Amount, provided that the aggregate outstanding aggregate principal amount of any other Loan made by the Swing Loans and Loan Lender hereunder in its capacity as the Revolving Advances Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that at no time shall (A) the Swing Loan Lender make any one time outstanding shall not exceed an amount equal Swing Loan to the lesser of (i) extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (iiB) the Formula Amount. All amount of the Revolving Credit Outstandings (after giving effect to such Swing Loans Loan) plus the Term Outstandings exceed the Maximum Credit; provided further that in the event that the Swing Loan Lender and the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan after having given prior notice thereof to the Administrative Agent; provided further that the Swing Loan Lender shall not be Domestic Rate Loans only. Borrowers may borrow required to make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Revolving Credit Lender is a Defaulting Lender, unless after giving effect to the requested Swing Loans, there would exist no Fronting Exposure (at in the option and election good faith determination of the Swing Loan Lender), repay and reborrow (at the option and election of . Each Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note Base Rate Loan and must be repaid in full within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the “Swing Loan Note”) substantially Revolving Credit Termination Date (without giving effect to any extensions of the type referred to in the form attached hereto as Exhibit 2.4(aproviso to Section 12.1(b) hereof). Swing Loan Lender’s agreement to make Swing Loans under Within the limits set forth in the first sentence of this Agreement is cancelable at any time for any reason whatsoever and the making clause (a), amounts of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter repaid may be obligated to make Swing Loans in the futurereborrowed under this clause (a). (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy (or forward by electronic mail or similar means) to the contrary provided for hereinAdministrative Agent a duly completed request in substantially the form of Exhibit D, setting forth the requested amount and date of such Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 1:00 p.m. on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make of the details of the requested Swing Loans if Loan. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by shall make a Swing Loan available to the Administrative Agent and, in turn, the Administrative Agent shall make such amounts available to the Borrower as promptly as reasonably practicable on the date set forth in the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan (other than a Protective Advance) in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Lender that one or more of the applicable conditions precedent contained in Section 4.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 4.2 have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender may demand at any time that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (d) below, such Revolving Credit Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (d) The Administrative Agent shall forward each demand referred to in clause (c) above to each Revolving Credit Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. on any Business Day or any such notice or demand received on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Revolving Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Sections 4.2 and 2.1 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Revolving Credit Lender shall, before 11:00 a.m. on the Business Day next succeeding the date of such Lender’s receipt of such notice or after demand, make available to the Administrative Agent, in Same Day Funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall, except as provided in clause (e) below, be deemed to have made a Revolving Loan to the Borrower in the amount of such payment. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. (e) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 10.1(f), each Revolving Credit Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Revolving Credit Lender pursuant to clause (d) above, which participation shall be in a principal amount equal to such Revolving Credit Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Revolving Credit Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (d) above, in proportion Same Day Funds, an amount equal to its such Revolving Commitment PercentageCredit Lender’s Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Revolving Credit Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Revolving Credit Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (f) below. From and after the date, if any, date on which any Revolving Credit Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (d) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (e) above, Agent the Swing Loan Lender shall promptly distribute to such Lender its Revolving Commitment Percentage such Lender’s Ratable Portion of all payments of principal and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22d) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (e) above.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, during the Commitment Period Agent shall make a Swing Loan Lender may, at its election and option made or Swing Loans to Nordson in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers such amount or amounts as provided for in this Section 2.4 at any time or Nordson may from time to time request; provided however, that Nordson shall not request any Swing Loan hereunder if, after giving effect thereto, (a) the Revolving Exposure would exceed the Total Commitment Amount, or (b) the Swing Line Exposure would exceed the Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing Loan Maturity Date applicable thereto. Nordson shall not request that more than three (3) Swing Loans be outstanding at any time. Each Swing Loan shall be made in Dollars. Nordson shall pay interest, for the sole benefit of Agent (and any Bank that has purchased a participation in such Swing Loan), on the unpaid principal amount of each Swing Loan outstanding from time to time from the date hereof tothereof until paid at the Derived Swing Loan Rate applicable to such Swing Loan. Interest on each Swing Loan shall be payable on the Swing Loan Maturity Date applicable thereto. Each Swing Loan shall bear interest for a minimum of one (1) day. The obligation of Nordson to repay the Swing Loans and to pay interest thereon shall be evidenced by a Swing Line Note of Nordson substantially in the form of Exhibit B hereto, but not includingdated the Closing Date, and payable to the order of Agent in the principal amount of the Swing Line Commitment, or, if less, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate unpaid principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal made hereunder by Agent. Subject to the lesser provisions of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans this Agreement, Nordson shall be Domestic Rate Loans only. Borrowers may entitled under this Section 2.01B to borrow (at the option and election of Swing Loan Lender)funds, repay the same in whole or in part and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable re-borrow hereunder at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time during the Commitment Period. If Agent so elects, by giving notice to Nordson and the Banks, Nordson agrees that Agent shall not create have the right, in its reasonable discretion, to require that any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for refinanced as a Revolving Advance made Loan. Such Revolving Loan shall be a Base Rate Loan unless and until converted by a Borrower to a Eurodollar Loan pursuant to Section 2.2(a) or (ii) 2.01A and Section 2.02 hereof. Upon receipt of such notice by Nordson, Nordson shall be deemed, on such day, to have requested a Revolving Loan in the principal amount of the Swing Loan in accordance with Section 2.01A and Section 2.02 hereof. Each Bank agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Each Bank acknowledges and agrees that such Bank’s obligation to make a Revolving Loan pursuant to Section 2.01A when required by this Section 2.01B is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the account of Agent, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Revolving Commitment shall have been reduced or terminated. Nordson irrevocably authorizes and instructs Agent to apply the proceeds of any deemed request by Borrowers borrowing pursuant to this paragraph to repay in full such Swing Loan. If, for any reason, Agent is unable to or, in the opinion of Agent, it is impracticable to, convert any Swing Loan to a Revolving Advance Loan pursuant to the provisions of Section 2.2(a)preceding paragraph, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same then on any day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan is outstanding (whether before or after the maturity thereof), Agent shall have the right to request that each Bank purchase a participation in such Swing Loan, and Agent shall promptly notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, Agent hereby agrees to grant to each Bank, and each Bank hereby agrees to acquire from Agent, an undivided participation interest in such Swing Loan in an amount equal to such Bank’s Commitment Percentage of the aggregate principal amount of such Swing Loan. In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for its sole account, such Bank’s ratable share of such Swing Loan (determined in accordance with such Bank’s Commitment Percentage). Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this Section 2.01B is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default Default, and regardless that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Revolving Commitment shall have been reduced or terminated. Each Bank shall comply with its obligation under this Section 2.01B by wire transfer of whether a Settlement has been requested immediately available funds, in the same manner as provided in Section 2.02 hereof with respect to Revolving Loans to be made by such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of CreditBank.

Swing Loans. (a) Subject to During the term of this Agreement, the Swing Lender agrees, on the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order make advances to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available Borrower pursuant to Borrowers as provided for in this Section 2.4 at any time or from time to time after in amounts such that (i) the date hereof to, but aggregate of such advance and amount of Swing Loans theretofore advanced and still outstanding does not including, at any time exceed the expiration Swing Loan Commitment and (ii) the amount of such advance does not exceed the Term, Available Total Loan Commitment. Each advance under this Section shall be in an aggregate principal amount up to but not of $1,000,000 or a larger multiple of $100,000 (except that any such advance may be in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal available amount of Swing Loans and determined in accordance with the Revolving Advances at any one time outstanding shall not exceed an amount equal immediately preceding sentence). With the foregoing limits, Borrower may borrow under this Section, repay or, to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender)extent permitted by Section 2.09, repay and reborrow (at the option and election of Swing Loan Lender) prepay Swing Loans and Swing Loan Lender may make Swing Loans as provided in reborrow under this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and during the making term of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the futurethis Agreement. (b) Upon either The Swing Lender shall, on behalf of Borrower (which hereby irrevocably directs the Swing Lender to act on its behalf), on notice given by the Swing Lender no later than 1:00 p.m. (New York time) on the Banking Day immediately following the funding of any Swing Loan, request each Bank to make, and each Bank hereby agrees to make, an advance of its Ratable Loan, in an amount (with respect to each Bank, its “Swing Loan Refund Amount”) equal to such Bank’s Pro Rata Share of the aggregate principal amount of the Swing Loans (the “Refunded Swing Loans”) outstanding on the date of such notice, to repay the Swing Lender. Unless any of the events described in paragraph (5) of Section 9.01 with respect to Borrower shall have occurred and be continuing (in which case the procedures of paragraph (c) of this Section shall apply), each Bank shall make such advance of its Ratable Loan available to Administrative Agent at Administrative Agent’s Office in immediately available funds, not later than 1:00 p.m. (New York time), on the third Banking Day immediately following the date of such notice. Administrative Agent shall pay the proceeds of such advance of Ratable Loans to the Swing Lender, which shall immediately apply such proceeds to repay Refunded Swing Loans. Effective on the day such advances of Ratable Loans are made, the portion of the Swing Loans so paid shall no longer be outstanding as Swing Loans, shall no longer be due as Swing Loans under the Swing Loan Note held by the Swing Lender, and shall be due as Ratable Loans under the respective Ratable Loan Notes issued to the Banks (including the Swing Lender). Borrower authorizes the Swing Lender to charge Borrower’s accounts with Administrative Agent (up to the amount available in each such accounts) in order to immediately pay the amount of such Refunded Swing Loans to the extent amounts received from the Banks are not sufficient to repay in full such Refunded Swing Loans. (c) If, prior to the time advances of Ratable Loans would have otherwise been made pursuant to paragraph (b) of this Section, one of the events described in paragraph (5) of Section 9.01 with respect to the Borrower shall have occurred and be continuing, each Bank shall, on the date such advances were to have been made pursuant to the notice referred to in paragraph (b) of this Section (the “Refunding Date”), purchase an undivided participating interest in the Swing Loans in an amount equal to such Bank’s Swing Loan Refund Amount. On the Refunding Date, each Bank shall transfer to the Swing Lender, in immediately available funds, such Bank’s Swing Loan Refund Amount, and upon receipt thereof, the Swing Lender shall deliver to such Bank a Swing Loan participation certificate dated the date of the Swing Lender’s receipt of such funds and in the Swing Loan Refund Amount of such Bank. (d) Whenever, at any time after the Swing Lender has received from any Bank such Bank’s Swing Loan Refund Amount pursuant to paragraph (c) of this Section, the Swing Lender receives any payment on account of the Swing Loans in which the Banks have purchased Participations pursuant to said paragraph (c), the Swing Lender will promptly distribute to each such Bank its ratable share (determined on the basis of the Swing Loan Refund Amounts of all of the Banks) of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Lender is required to be returned, such Bank will return to the Swing Lender any portion thereof previously distributed to it by the Swing Lender. (e) Each Bank’s obligation to make an advance of its Ratable Loan as provided in paragraph (b) of this Section or to purchase a participating interest pursuant to paragraph (c) of this Section shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) set-off, counterclaim, recoupment, defense or other right which such Bank, Borrower or any other Person may have against the Swing Lender or any other Person, (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence continuance of a Default or an Event of Default, the termination or reduction of the Loan Commitments or the non-satisfaction of any condition precedent to the making of any advance of the Loans, (iii) any adverse change in the condition (financial or otherwise) of Borrower or any other Person, (iv) any breach of this Agreement by Borrower, any other Bank or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) Notwithstanding anything above in this Section or elsewhere in this Agreement to the contrary, in the event that the Swing Lender funds a Swing Loan hereunder when it has actual knowledge that a monetary Default, or material Event of Default (which, for the avoidance of doubt shall include any violation of any provision of Article VII or Article VIII) has occurred and regardless of whether a Settlement has been requested with respect to such Swing Loan)is continuing, each Lender holding a Revolving Commitment the Banks shall be deemedhave the option, without further action by any party heretobut not the obligation, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in make Ratable Loans to fund their ratable shares of such Swing Loan as contemplated in proportion paragraph (b) of this Section or to its Revolving Commitment Percentage. Swing Loan Lender or Agent maypurchase participations as contemplated in paragraph (c) of this Section. (g) For purposes of Article III, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event deemed to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Creditbe LIBOR Loans.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount Amount, less Reserves established hereunder, less the Maximum Undrawn Amount of all outstanding Letters of Credit Credit, or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a)2.4. Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d2.5(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.222.21) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that shall make, in order to facilitate the administration of this AgreementDollars, Swing Loan Lender mayloans (each, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (a “Swing LoansLoan”) otherwise available to Borrowers as provided for in this Section 2.4 at any time or the Borrower under the Revolving Credit Commitments from time to time after on any Business Day during the date hereof to, but not including, period from the expiration of Closing Date until the Term, Revolving Credit Termination Date in an aggregate principal amount up to but not in excess of at any time outstanding (together with the Maximum Swing Loan Advance Amount, provided that the aggregate outstanding aggregate principal amount of any other Loan made by the Swing Loans Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit; provided further that in the event that the Swing Loan Lender and the Revolving Advances at any one time outstanding Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan after having given prior notice thereof to the Administrative Agent; provided further that the Swing Loan Lender shall not exceed an amount equal be required to make any Swing Loan to the lesser extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender, unless after giving effect to the requested Swing Loans, there would exist no Fronting Exposure (in the good faith determination of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of . Each Swing Loan Lendershall be an ABR Loan and must be repaid in full in Dollars within seven (7) Swing Loans days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date (without giving effect to any extensions of the type referred to in Section 2.18 hereof unless the Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during has consented to such extension). Within the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially limits set forth in the form attached hereto as Exhibit 2.4(afirst sentence of this clause (a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making , amounts of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter repaid may be obligated to make Swing Loans in the futurereborrowed under this clause (a). (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy (or forward by electronic mail or similar means) to the contrary provided for hereinAdministrative Agent a duly completed request in substantially the form of Exhibit K, setting forth the requested amount and date of such Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 1:00 p.m. on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make of the details of the requested Swing Loans if Loan. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by shall make a Swing Loan available to the Administrative Agent and, in turn, the Administrative Agent shall make such amounts available to the Borrower as promptly as reasonably practicable on the date set forth in the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan (other than a Protective Advance) in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Lender that one or more of the applicable conditions precedent contained in Section 3.02 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 3.02 have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender may demand at any time, and shall demand on a least a weekly basis, that each Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (d) below, such Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (d) The Administrative Agent shall forward each demand referred to in clause (c) above to each Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. on any Business Day or any such notice or demand received on a day that is not a Business Day shall not be required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Sections 3.02 and 2.01 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Lender shall, before 11:00 a.m. on the Business Day next succeeding the date of such Lender’s receipt of such notice or after demand, make available to the Administrative Agent, in Same Day Funds in Dollars, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Lender, such Lender shall, except as provided in clause (e) below, be deemed to have made a Revolving Loan to the Borrower in the amount of such payment. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. (e) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 7.01(f), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Lender pursuant to clause (d) above, which participation shall be in a principal amount equal to such Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (d) above, in proportion Same Day Funds, an amount equal to its Revolving Commitment Percentagesuch Lender’s Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dABR Loans. (f) below. From and after the date, if any, date on which any Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (d) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (e) above, Agent the Swing Loan Lender shall promptly distribute to such Lender its Revolving Commitment Percentage such Lender’s Ratable Portion of all payments of principal and interest and all proceeds of Collateral received by Agent the Swing Loan Lender on account of such Swing Loan other than those received from a Lender pursuant to clause (d) or (e) above. (g) If the maturity date shall have occurred in respect of any tranche of Commitments at a time when another tranche or tranches of Commitments is or are in effect with a longer maturity date (each, a “Non-Expiring Credit Commitment” and, collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Loan, on the earliest occurring maturity date such Swing LoanLoan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that no Lender holding a to the extent that the amount of such reallocation would cause the Revolving Commitment Credit Outstandings to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swing Loans to be reallocated equal to such excess shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Creditrepaid.

Swing Loans. (a) Subject to and upon the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, during the Commitment Period, each Swing Line Lender agrees to make a Swing Loan Lender may, at its election and option made or Swing Loans to the Borrower in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances an amount equal to one-half (“Swing Loans”1/2) available to Borrowers of the amount or amounts as provided for in this Section 2.4 at any time or the Borrower may from time to time after request; provided, that the date hereof to, but Borrower shall not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum request any Swing Loan Advance Amountif, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of after giving effect thereto (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount aggregate outstanding principal amount of all Revolving Loans plus the Swing Line Exposure plus the LC Obligations then outstanding Letters of Credit plus the Permitted Non-Affiliate Loan Reserve would exceed the Total Revolving Loan Commitments then in effect or (ii) the Formula Swing Line Exposure would exceed the Maximum Swing Line Amount. All Each Swing Loans Loan shall bear interest at a per annum rate equal to the Federal Funds Effective Rate plus 195 basis points (for each day elapsed) and shall be Domestic Rate Loans only. Borrowers may borrow (at due and payable on the option and election of Swing Loan Lender), repay and reborrow Maturity Date applicable thereto. The Borrower shall not request that more than one (at the option and election of 1) Swing Loan Lender) to each Swing Loans and Swing Loan Line Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable outstanding at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the futuretime. (b) Upon either (i) On any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) Cleveland Banking Day, the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may electLine Lenders may, in its their sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything give notice to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders Banks and the Borrower that one or more of their outstanding Swing Loans shall be refinanced as a Revolving Loan; provided, that (i) each such notice shall be deemed to have been automatically given upon the applicable conditions occurrence of an Event of Default under Section 10.06 or 10.07 hereof or upon the exercise of any of the remedies provided in Section 11.01(b) or 11.02(b) hereof and (ii) no Swing Line Lender shall make such request without the other Swing Line Lender joining in such request. Such Revolving Loan initially shall bear interest based on the Base Rate Option. On the Cleveland Banking Day immediately following the date such notice has been given (or deemed given), the Borrower shall be deemed to have requested (the “Mandatory Request”) a Revolving Loan in the aggregate principal amount of the Swing Loans of each Swing Line Lender in accordance with Section 5.01 hereof (other than the requirement set forth in Section 8.2 5.01(a)(i)). Each Bank agrees to make a Revolving Loan in an amount equal to its Pro rata share of such Revolving Loan on the date of the Mandatory Request, subject to no conditions precedent whatsoever. Each Bank acknowledges and irrevocably agrees that such Bank’s obligation to make a Revolving Loan when required by this Agreement have Section 2.07(b) is absolute and unconditional and shall not been be affected by any circumstance whatsoever, including without limitation, the occurrence and continuance of a Possible Default or Event of Default or whether or not the agreements and conditions of Article V are then satisfied and that its payment to the Agent, for the respective accounts of the Swing Line Lenders, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or the Revolving Commitments reduction whatsoever and whether or not such Bank’s Commitment shall have been terminated for reduced or terminated. The Borrower irrevocably authorizes and instructs the Agent to apply the proceeds of any reasonborrowing pursuant to this Section 2.07(b) to repay in full such Swing Loans. (c) Upon If, for any reason, the making Agent is unable to or, in the opinion of the Agent, it is impracticable to, convert any Swing Loan to a Revolving Loan pursuant to the preceding Section 2.07(b), then on any day that a Swing Loan is outstanding (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanmaturity thereof), the Agent shall have the right to request that each Lender holding Bank purchase a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fundLoan, and funds, its participation in any Swing Loans purchased hereunder, the Agent shall promptly distribute notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action being necessary or required, each Swing Line Lender hereby agrees to grant to each Bank and each Bank hereby agrees to acquire from each Swing Line Lender, an individual participation interest in each Swing Loan in an amount equal to such Lender its Revolving Commitment Percentage Bank’s Pro rata share of all payments of the principal and interest and all proceeds of Collateral received by Agent in respect amount of such Swing Loan; . In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the benefit of each Swing Line Lender, such Bank’s Pro rata share of such Swing Loan. Each Bank acknowledges and agrees that no Lender holding its obligation to acquire participations in Swing Loans pursuant to this Section 2.07(c) is absolute and unconditional, and shall not be affected by any circumstance whatsoever, including without limitation, the occurrence and continuance of a Revolving Possible Default or Event of Default or whether or not the agreements and conditions of Article V are then satisfied and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of have been reduced or terminated. Each Bank shall comply with its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations obligation under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.this

Swing Loans. (a) Subject to During the term of this Agreement, the Lenders agree, on the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order make advances to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available Borrower pursuant to Borrowers as provided for in this Section 2.4 at any time or from time to time after in amounts such that (i) the date hereof to, but aggregate of such advance and amount of Swing Loans theretofore advanced and still outstanding does not including, at any time exceed the expiration Swing Loan Commitment and (ii) the amount of such advance does not exceed the Term, Loan Availability. Each advance under this Section shall be in an aggregate principal amount up of $1,000,000 or a larger multiple of $100,000 (except that any such advance may be in the aggregate available amount of Swing Loans determined in accordance with the immediately preceding sentence). With the foregoing limits, Borrower may borrow under this Section, repay or, to but not the extent permitted by Section 1.3, prepay Swing Loans and reborrow under this Section at any time during the term of this Agreement. (b) The Agent shall, on behalf of Borrower (which hereby irrevocably directs the Agent to act on its behalf), on notice given by Agent no later than 1:00 p.m. (Central time) on the Business Day immediately following the funding of any Swing Loan, request each Lender to make, and each Lender hereby agrees to make, an advance, in excess an amount (with respect to each Lender, its “Swing Loan Refund Amount”) equal to such Lender’s Commitment Percentage of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of the Swing Loans (the “Refunded Swing Loans”) outstanding on the date of such notice, to repay the Swing Lender. Unless any of the events described in Section 6.1(J) with respect to Borrower shall have occurred and be continuing (in which case the Revolving procedures of Section 3.5(c) shall apply), each Lender shall make such advance to Agent at Agent’s office in immediately available funds, not later than 1:00 p.m. (Central time), on the fifth Business Day immediately following the date of such notice. Agent shall immediately apply such proceeds to repay Refunded Swing Loans. Effective on the day such advances are made, the portion of the Swing Loans so paid shall no longer be outstanding as Swing Loans, shall no longer be due as Swing Loans under the Swing Loan Note held by the Swing Lender, and shall be due as Advances at any under the respective Notes issued to the Lenders. Borrower authorizes the Agent to charge Borrower’s accounts with Agent (up to the amount available in each such accounts) in order to immediately pay the amount of such Refunded Swing Loans to the extent amounts received from the Lenders are not sufficient to repay in full such Refunded Swing Loans. (c) If, prior to the time advances would have otherwise been made by Lenders pursuant to Section 3.5(b), one time outstanding of the events described in Section 6.1(J) with respect to the Borrower shall not exceed have occurred and be continuing, each Lender shall, on the date such advances were to have been made pursuant to the notice referred to in Section 3.5(b) (the “Refunding Date”), purchase an undivided participating interest in the Swing Loans in an amount equal to such Lender’s Swing Loan Refund Amount. On the lesser Refunding Date, each Lender shall transfer to the Agent, in immediately available funds, such Lender’s Swing Loan Refund Amount, and upon receipt thereof, the Agent shall deliver to such Lender a Swing Loan participation certificate dated the date of Agent’s receipt of such funds and in the Swing Loan Refund Amount of such Lender. (d) Whenever, at any time after the Agent has received from any Lender such Lender’s Swing Loan Refund Amount pursuant to Section 3.5(c), the Agent receives any payment on account of the Swing Loans in which the Lenders have purchased participations pursuant to said Section 3.5(c), the Agent will promptly distribute to each such Lender its ratable share (determined on the basis of the Swing Loan Refund Amounts of all of the Lenders) of such payment (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 Agent is required to be returned, such Lender will return to the Agent any portion thereof previously distributed to it by the Agent. (e) Each Lender’s obligation to make an advance under its Revolving Commitment as provided in Section 3.5(b) or to purchase a participating interest pursuant to Section 3.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender, Borrower or any other Person may have against the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit Agent or any other Person, (ii) the Formula Amount. All occurrence or continuance of an Event of Default, the termination or reduction of the Revolving Commitments or the non-satisfaction of any condition precedent to the making of any advance of the Loans, (iii) any adverse change in the condition (financial or otherwise) of Borrower or any other Person, (iv) any breach of this Agreement by Borrower, any other Lender or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) For purposes of Article III, Advances of Swing Loans shall be Domestic deemed to be Loan Rate Loans only. Borrowers may borrow Advances. (at g) If not sooner paid in accordance with the option and election of Swing Loan Lender)terms hereof, repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be due and payable, in full, upon the earlier of five (5) Business Days after said amounts are advanced or the Maturity Date (the “Swing Loan Maturity Date”). (h) Any Swing Loan made by the Swing Lender shall be evidenced by by, and repaid with interest in accordance with, a secured promissory note of Borrower in the form of Exhibit G duly completed and executed by Borrower, payable to the Swing Lender (such note, as the same may hereafter be amended, modified, extended , severed, assigned, substituted, renewed or restated from time to time, the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, the Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 2.14 at any time or from time to time after the date hereof to, but not including, the expiration of the TermMaturity Date, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances Facility Usage shall not at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 2.14 during the period between Settlement Dates. All Swing Loans Loans, if requested by the Swing Loan Lender, shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a2.14(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (ix) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (iiy) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below2.10(d). From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.222.13) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that shall make, in order to facilitate the administration of this AgreementDollars, Swing Loan Lender mayloans (each, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (a “Swing LoansLoan”) otherwise available to Borrowers as provided for in this Section 2.4 at any time or the Borrower under the Facility from time to time after on any Business Day during the date hereof to, but not including, period from the expiration of Effective Date until the Term, Revolving Credit Termination Date in an aggregate principal amount up to but not in excess of at any time outstanding (together with the Maximum Swing Loan Advance Amount, provided that the aggregate outstanding aggregate principal amount of Swing Loans and any other Loan made by the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at Lender hereunder in its capacity as the option and election of Swing Loan Lender) not to exceed the Swing Loans and Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “any Swing Loan Note”) substantially to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit; provided further that in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and event that the making of Swing Loans by Swing Loan Lender from time to time shall and the Administrative Agent are not create any duty or obligationthe same Person, or establish any course of conduct, pursuant to which then the Swing Loan Lender shall thereafter only make a Swing Loan after having given prior notice thereof to the Administrative Agent; provided further that the Swing Loan Lender shall not be obligated required to make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender unless, after giving effect to the requested Swing Loan, there would exist no Fronting Exposure (in the good faith determination of the Swing Loan Lender and the Administrative Agent). Each Swing Loan shall be a Base Rate Loan and must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date (without giving effect to any extensions of the type referred to in the proviso to Section 12.1(b) hereof). Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans in the futurerepaid may be reborrowed under this clause (a). (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy (or forward by electronic mail or similar means) to the contrary provided for hereinAdministrative Agent a duly completed request in substantially the form of Exhibit D, setting forth the requested amount and date of such Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 1:00 p.m. on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make of the details of the requested Swing Loans if Loan. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by shall make a Swing Loan available to the Administrative Agent and, in turn, the Administrative Agent shall make such amounts available to the Borrower as promptly as reasonably practicable on the date set forth in the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan (other than a Protective Advance) in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Lender that one or more of the applicable conditions precedent contained in Section 4.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 4.2 have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender may demand at any time (and shall demand, not less frequently than weekly unless such Swing Loan is repaid in accordance with Section 2.3(a) hereof), that each Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (d) below, such Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (d) The Administrative Agent shall forward each demand referred to in clause (c) above to each Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. on any Business Day or any such notice or demand received on a day that is not a Business Day shall not be required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Sections 4.2 and 2.1 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Lender shall, before 11:00 a.m. on the Business Day next succeeding the date of such Lender’s receipt of such notice or after demand, make available to the Administrative Agent, in Same Day Funds in Dollars, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Lender, such Lender shall, except as provided in clause (e) below, be deemed to have made a Revolving Loan to the Borrower in the amount of such payment. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. (e) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 10.1(f), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Lender pursuant to clause (d) above, which participation shall be in a principal amount equal to such Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (d) above, in proportion Same Day Funds, an amount equal to its Revolving Commitment Percentagesuch Lender’s Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (f) below. From and after the date, if any, date on which any Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (d) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (e) above, Agent the Swing Loan Lender shall promptly distribute to such Lender its Revolving Commitment Percentage such Lender’s Ratable Portion of all payments of principal and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22d) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (e) above.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances (including, without limitation, Swing Loans) at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula AmountLoan Cap. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, make, in Dollars, loans (each a “Swing Loan”) otherwise available to have such request or deemed request treated the Borrower under the Revolving Credit Facility from time to time on any Business Day during the period from the Restatement Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Loan made by the Swing Loan Lender hereunder in its capacity as a Lender or the Swing Loan Lender) not to exceed the lesser of the Available Credit and the Swing Loan Sublimit. Each Swing Loan shall be a Base Rate Loan and shall be repaid no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). (b) In order to request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall provide to the contrary provided for hereinSwing Loan Lender, not later than 1:00 p.m. (New York time) on the date of the proposed Borrowing, a duly completed request in substantially the form of Exhibit D (Form of Swing Loan Request) setting forth the requested amount and date of such Swing Loan (a “Swing Loan Request”). Subject to the terms of this Agreement, the Swing Loan Lender may not make a Swing Loans if Loan available to the Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender has been notified by shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Revolving Credit Lender that one or more of the applicable conditions precedent contained in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 3.2 (Conditions Precedent to Each Loan and Letter of this Agreement Credit) have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan (whether before or after Lender may demand at any time that each Revolving Credit Lender pay to the occurrence Administrative Agent, for the account of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swing Loan Lender, without recourse in the manner provided in clause (d) below, such Revolving Credit Lender’s Ratable Portion of all or warrantya portion of the outstanding Swing Loans, an undivided interest which demand shall be made through the Administrative Agent, shall be in writing and participation shall specify the outstanding principal amount of Swing Loans demanded to be paid. (d) The Administrative Agent shall forward each demand referred to in clause (c) above to each Revolving Credit Lender on the day such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender demand is received by the Administrative Agent (except that any such demand received by the Administrative Agent after 2:00 p.m. (New York time) on any Business Day or Agent mayany such demand received on a day that is not a Business Day shall not be required, at any timethe Administrative Agent’s sole discretion, require to be forwarded to the Revolving Credit Lenders holding by the Administrative Agent until the next succeeding Business Day), together with a notice specifying the amount of each Revolving Commitments Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans demanded to fund be paid pursuant to such participations by means of a Settlement as provided for demand, and, notwithstanding whether or not the conditions precedent set forth in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment 3.2 (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to and upon the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, during the Commitment Period, each Swing Line Lender agrees to make a Swing Loan Lender may, at its election and option made or Swing Loans to the Borrower in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances an amount equal to one-half (“Swing Loans”1/2) available to Borrowers of the amount or amounts as provided for in this Section 2.4 at any time or the Borrower may from time to time after request; provided, that the date hereof to, but Borrower shall not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum request any Swing Loan Advance Amountif, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of after giving effect thereto (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount aggregate outstanding principal amount of all Revolving Loans plus the Swing Line Exposure plus the LC Obligations then outstanding Letters of Credit plus the Permitted Non-Affiliate Loan Reserve would exceed the Total Revolving Loan Commitments then in effect or (ii) the Formula Swing Line Exposure would exceed the Maximum Swing Line Amount. All Each Swing Loans Loan shall bear interest at a per annum rate equal to the Federal Funds Effective Rate plus 195 basis points (for each day elapsed) and shall be Domestic Rate Loans only. Borrowers may borrow (at due and payable on the option and election of Swing Loan Lender), repay and reborrow Maturity Date applicable thereto. The Borrower shall not request that more than one (at the option and election of 1) Swing Loan Lender) to each Swing Loans and Swing Loan Line Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable outstanding at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the futuretime. (b) Upon either (i) On any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) Cleveland Banking Day, the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may electLine Lenders may, in its their sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything give notice to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders Banks and the Borrower that one or more of their outstanding Swing Loans shall be refinanced as a Revolving Loan; provided, that (i) each such notice shall be deemed to have been automatically given upon the applicable conditions occurrence of an Event of Default under Section 10.06 or 10.07 hereof or upon the exercise of any of the remedies provided in Section 11.01(b) or 11.02(b) hereof and (ii) no Swing Line Lender shall make such request without the other Swing Line Lender joining in such request. Such Revolving Loan initially shall bear interest based on the Base Rate Option. On the Cleveland Banking Day immediately following the date such notice has been given (or deemed given), the Borrower shall be deemed to have requested (the “Mandatory Request”) a Revolving Loan in the aggregate principal amount of the Swing Loans of each Swing Line Lender in accordance with Section 5.01 hereof (other than the requirement set forth in Section 8.2 5.01(a)(i)). Each Bank agrees to make a Revolving Loan in an amount equal to its Pro rata share of such Revolving Loan on the date of the Mandatory Request, subject to no conditions precedent whatsoever. Each Bank acknowledges and irrevocably agrees that such Bank’s obligation to make a Revolving Loan when required by this Agreement have Section 2.07(b) is absolute and unconditional and shall not been be affected by any circumstance whatsoever, including without limitation, the occurrence and continuance of a Possible Default or Event of Default or whether or not the agreements and conditions of Article V are then satisfied and that its payment to the Agent, for the respective accounts of the Swing Line Lenders, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or the Revolving Commitments reduction whatsoever and whether or not such Bank’s Commitment shall have been terminated for reduced or terminated. The Borrower irrevocably authorizes and instructs the Agent to apply the proceeds of any reasonborrowing pursuant to this Section 2.07(b) to repay in full such Swing Loans. (c) Upon If, for any reason, the making Agent is unable to or, in the opinion of the Agent, it is impracticable to, convert any Swing Loan to a Revolving Loan pursuant to the preceding Section 2.07(b), then on any day that a Swing Loan is outstanding (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanmaturity thereof), the Agent shall have the right to request that each Lender holding Bank purchase a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fundLoan, and funds, its participation in any Swing Loans purchased hereunder, the Agent shall promptly distribute notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action being necessary or required, each Swing Line Lender hereby agrees to grant to each Bank and each Bank hereby agrees to acquire from each Swing Line Lender, an individual participation interest in each Swing Loan in an amount equal to such Lender its Revolving Commitment Percentage Bank’s Pro rata share of all payments of the principal and interest and all proceeds of Collateral received by Agent in respect amount of such Swing Loan; . In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the benefit of each Swing Line Lender, such Bank’s Pro rata share of such Swing Loan. Each Bank acknowledges and agrees that no Lender holding its obligation to acquire participations in Swing Loans pursuant to this Section 2.07(c) is absolute and unconditional, and shall not be affected by any circumstance whatsoever, including without limitation, the occurrence and continuance of a Revolving Possible Default or Event of Default or whether or not the agreements and conditions of Article V are then satisfied and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Commitment shall have been reduced or terminated. Each Bank shall comply with its obligation under this Section 2.07(c) by wire transfer of immediately available funds, in the same manner as provided in Section 5.02 hereof with respect to Revolving Loans to be obligated made by such Bank. (d) On the Second Amendment Closing Date, the Borrower shall execute and deliver to each Swing Line Lender, a Swing Line Note with all blanks appropriately completed in any event conformity herewith. The Swing Line Note issued to make Revolving Advances in an amount in excess each Swing Line Lender shall (i) be executed by the Borrower, (ii) be payable to the order of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) such Swing Line Lender and dated as of the Maximum Undrawn Amount Second Amendment Closing Date, (iii) be in a stated principal amount equal to the Swing Line Commitment of all outstanding Letters such Swing Line Lender and payable in the principal amount of Creditthe Swing Loans evidenced thereby and (iv) be entitled to the benefits of this Agreement and the other Related Writings. The Swing Line Notes shall be subject to the terms of this Agreement. (e) The proceeds of Swing Loans shall be used by the Borrower for general working capital purposes of the Borrower.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and the Swingline Lender shall make loans in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances Dollars (each a “Swing LoansLoan”) available to the Parent on behalf the Borrowers as provided for in this Section 2.4 at any time or under the Term B Loan Commitment from time to time after on any Business Day during the period from the date hereof to, but not including, until the expiration earlier of (i) the third anniversary of the Term, Initial Closing Date and (ii) the Termination Date in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and outstanding not to exceed the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligationSwingline Commitment; provided, or establish any course of conducthowever, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in that the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Swingline Lender may not make Swing Loans if any Swing Loan Lender has been notified by (x) to the extent that after giving effect to such Swing Loan, the aggregate amount of outstanding Term B Loans would exceed the Term B Loan Commitment and (y) in the period commencing on the first Business Day after it receives notice from the Administrative Agent or by Required a majority of the Swingline Lenders that one or more of the applicable conditions precedent contained in Section 12.4 are not satisfied and ending when such conditions are satisfied or duly waived by the Administrative Agent or a majority of the Swingline Lenders. In connection with the making of any Swing Loan, the Swingline Lender may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 12.4 have not been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid in full on the Revolving Commitments have been terminated for earliest of (i) the Termination Date and (ii) 60 days from the date of such Swing Loan. Within the limits set forth in the first sentence of this Section 2.1.3, amounts of Swing Loans repaid may be reborrowed under this Section 2.1.3. In order to request a Swing Loan, the Parent on behalf of the Borrowers shall give to the Administrative Agent a notice to be received not later than 11:00 A.M. on the day of the proposed borrowing, which may be made in a writing substantially in the form of Exhibit F duly completed (a “Swingline Request”) or by telephone if confirmed promptly but, in any reason. (c) event, prior to such borrowing, with such a Swingline Request. The Administrative Agent shall promptly notify the Swingline Lender of the details of the requested Swing Loan. Upon receipt of such notice and subject to the making terms of this Agreement, the Swingline Lender shall make a Swing Loan available to the Borrower by making the proceeds thereof available to the Administrative Agent and, in turn, the Administrative Agent shall make such proceeds available to the Parent on behalf of the Borrowers on the date set forth in the relevant Swingline Request. The Administrative Agent shall act as the sole Swingline Lender, unless it elects in its sole and absolute discretion to require, upon oral or written notice, that the Lenders holding the Term B Loan Commitment fund the Swing Loan in an amount equal to each Lender’s Pro Rata Share. The Swingline Lender may at any time forward a demand to the Administrative Agent (whether before which the Administrative Agent shall, upon receipt, forward to each Lender) that each Lender pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Share of all or after a portion of the outstanding Swing Loans. Each Lender shall pay such Pro Rata Share to the Administrative Agent for the account of the Swingline Lender within one Business Day of receipt of such request. Upon the occurrence of a Default or an any Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan)Default, each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, deemed to have unconditionally and irrevocably purchased from Swing Loan Lenderacquired, without recourse or warranty, an undivided interest and participation in such each Swing Loan in proportion an amount equal to its Revolving Commitment Percentagesuch Lender’s Pro Rata Share of such Swing Loan. Upon receipt by the Swingline Lender of any payment from any Lender pursuant to the foregoing with respect to any portion of any Swing Loan, the Swingline Lender shall promptly pay over to such Lender all payments of principal (to the extent received after such payment by such Lender) and interest (to the extent accrued with respect to periods after such payment) received by the Swingline Lender with respect to such portion. Each Lender’s obligations pursuant hereto shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Lender or Agent mayany other Person, at (B) the failure of any time, require condition precedent set forth in Section 12.4 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2.2 (each of which requirements the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for hereby irrevocably waive) and (C) any adverse change in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment condition (taking into account any reallocations under Section 2.22financial or otherwise) of the Maximum Undrawn Amount of all outstanding Letters of Creditany Borrower.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Revolving Lenders and Administrative Agent for administrative convenience, Administrative Agent, Revolving Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow re-borrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if Swing Loan Lender has been notified by Administrative Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Revolving Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Administrative Agent may, at any time, require the Revolving Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Revolving Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Administrative Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Administrative Agent in respect of such Swing Loan; provided that no Revolving Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, make, in Dollars, loans (each a “Swing Loan”) otherwise available to have such request or deemed request treated the Borrower under the Revolving Credit Facility from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Loan made by the Swing Loan Lender hereunder in its capacity as a Lender or the Swing Loan Lender) not to exceed the lesser of the Available Credit and the Swing Loan Sublimit. Each Swing Loan shall be a Base Rate Loan and shall be repaid no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). (b) In order to request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall provide to the contrary provided for hereinSwing Loan Lender, not later than 1:00 p.m. (New York time) on the date of the proposed Borrowing, a duly completed request in substantially the form of Exhibit D (Form of Swing Loan Request) setting forth the requested amount and date of such Swing Loan (a “Swing Loan Request”). Subject to the terms of this Agreement, the Swing Loan Lender may not make a Swing Loans if Loan available to the Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender has been notified by shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Revolving Credit Lender that one or more of the applicable conditions precedent contained in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 3.2 (Conditions Precedent to Each Loan and Letter of this Agreement Credit) have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender may demand at any time that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (d) below, such Revolving Credit Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (d) The Administrative Agent shall forward each demand referred to in clause (c) above to each Revolving Credit Lender on the day such demand is received by the Administrative Agent (except that any such demand received by the Administrative Agent after 2:00 p.m. (New York time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required, at the Administrative Agent’s sole discretion, to be forwarded to the Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together with a notice specifying the amount of each Revolving Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) and 2.1(a) (Revolving Credit Commitments) shall have been satisfied (which conditions precedent the Revolving Credit Lenders hereby irrevocably waive), each Revolving Credit Lender shall, before or after 11:00 a.m. (New York time) on the Business Day next succeeding the date of such Revolving Credit Lender’s receipt of such demand, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall, except as provided in clause (e) below, be deemed to have made a Revolving Loan to the Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Revolving Credit Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the Borrower shall repay such Swing Loan on demand. (e) Upon the occurrence of a Default or an Event under Section 9.1(f) (Events of Default and regardless of whether a Settlement has been requested with respect to such Swing LoanDefault), each Revolving Credit Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Revolving Credit Lender pursuant to clause (d) above, which participation shall be in a principal amount equal to such Revolving Credit Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Revolving Credit Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (d) above, in proportion immediately available funds, an amount equal to its such Revolving Commitment PercentageCredit Lender’s Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Revolving Credit Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Revolving Credit Lender together with interest accrued from such date at the Federal Funds Rate for the first Business Day after such payment was due and, thereafter, at any time, require the Lenders holding Revolving Commitments rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (f) below. From and after the date, if any, date on which any Revolving Credit Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (d) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (e) above, Agent the Swing Loan Lender shall promptly distribute to such Revolving Credit Lender its such Revolving Commitment Percentage Credit Lender’s Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Lender holding Loan other than those received from a Revolving Commitment Credit Lender pursuant to clause (d) or (e) above. (g) Notwithstanding anything to the contrary in this Section 2.3 or elsewhere in this Agreement, the Swing Loan Lender shall not be obligated in any event to make any Swing Loan at a time when a Revolving Advances Credit Lender is a Non-Funding Lender unless the Swing Loan Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swing Loan Lender’s risk with respect to the Non-Funding Lender’s or Non-Funding Lenders’ participation in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) such Swing Loans, including by cash collateralizing such Non-Funding Lender’s or Non-Funding Lenders’ Ratable Portion of the Maximum Undrawn Amount of all outstanding Letters of CreditSwing Loans.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such [PHI Group] Revolving Credit, Term Loan and Security Agreement Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, [PHI Group] Revolving Credit, Term Loan and Security Agreement without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, the Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount Loan Amount, less the Maximum Undrawn Amount of all outstanding Letters of Credit Credit, less the outstanding balance of any Fuel Taxes that are due and owing or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (ix) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (iiy) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d2.20(c) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and each Swing Loan Lender agree that severally agrees to make loans (i) in order Dollars to facilitate the administration of this AgreementU.S. Borrower (each a "U.S. Swing Loan"), (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan Lender may, at its election Loan") and option made (iii) in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances Francs or Euros to the Swiss Borrower (“each a "Swiss Swing Loans”Loan") otherwise available to Borrowers as provided for in this Section 2.4 at any time or such Borrower under the Multi-Currency Facility from time to time after on any Business Day during the period from the date hereof to, but not including, until the expiration of the Term, Revolving Credit Termination Date in an aggregate principal amount up to but not in excess of at any time outstanding (together with the Maximum Swing Loan Advance Amount, provided that the aggregate outstanding aggregate principal amount of any other Swing Loan made by such Swing Loan Lender hereunder in its capacity as a Swing Loan Lender) not to exceed such Swing Loan Lender's Swing Loan Allocation of the Swing Loan Sublimit; provided, however, that at no time shall any Swing Loan Lender make a Swing Loan to the extent that, after giving effect to such Swing Loan, the Dollar Equivalent of the principal amount of the Swing Loans outstanding at such time would exceed the Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitments. Each U.S. Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Dollar Borrowing hereunder. Each of the U.K. Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swiss Swing Loans shall be Domestic a Eurocurrency Rate Loans onlyLoan. Borrowers may borrow (at the option and election of Each Swing Loan Lendershall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making amounts of Swing Loans by Swing Loan Lender from time to time repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount of not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of less than the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reasonMinimum Currency Threshold. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that shall make, in order to facilitate the administration of this AgreementDollars, Swing Loan Lender mayloans (each, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (a “Swing LoansLoan”) otherwise available to Borrowers as provided for in this Section 2.4 at any time or the Borrower under the Facility from time to time after on any Business Day during the date hereof to, but not including, period from the expiration of Effective Date until the Term, Revolving Credit Termination Date in an aggregate principal amount up to but not in excess of at any time outstanding (together with the Maximum Swing Loan Advance Amount, provided that the aggregate outstanding aggregate principal amount of any other Loan made by the Swing Loans Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit; provided further that in the event that the Swing Loan Lender and the Revolving Advances at any one time outstanding Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan after having given prior notice thereof to the Administrative Agent; provided further that the Swing Loan Lender shall not exceed an amount equal be required to make any Swing Loan to the lesser extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender, unless after giving effect to the requested Swing Loans, there would exist no Fronting Exposure (in the good faith determination of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of . Each Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note Base Rate Loan and must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the “Swing Loan Note”) substantially Revolving Credit Termination Date (without giving effect to any extensions of the type referred to in the form attached hereto as Exhibit 2.4(aproviso to Section 12.1(b) hereof). Swing Loan Lender’s agreement to make Swing Loans under Within the limits set forth in the first sentence of this Agreement is cancelable at any time for any reason whatsoever and the making clause (a), amounts of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter repaid may be obligated to make Swing Loans in the futurereborrowed under this clause (a). (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy (or forward by electronic mail or similar means) to the contrary provided for hereinAdministrative Agent a duly completed request in substantially the form of Exhibit D, setting forth the requested amount and date of such Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 1:00 p.m. on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make of the details of the requested Swing Loans if Loan. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by shall make a Swing Loan available to the Administrative Agent and, in turn, the Administrative Agent shall make such amounts available to the Borrower as promptly as reasonably practicable on the date set forth in the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan (other than a Protective Advance) in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Lender that one or more of the applicable conditions precedent contained in Section 4.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 4.2 have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender may demand at any time that each Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (d) below, such Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (d) The Administrative Agent shall forward each demand referred to in clause (c) above to each Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. on any Business Day or any such notice or demand received on a day that is not a Business Day shall not be required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Sections 4.2 and 2.1 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Lender shall, before 11:00 a.m. on the Business Day next succeeding the date of such Lender’s receipt of such notice or after demand, make available to the Administrative Agent, in Same Day Funds in Dollars, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Lender, such Lender shall, except as provided in clause (e) below, be deemed to have made a Revolving Loan to the Borrower in the amount of such payment. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. (e) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 10.1(f), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Lender pursuant to clause (d) above, which participation shall be in a principal amount equal to such Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (d) above, in proportion Same Day Funds, an amount equal to its Revolving Commitment Percentagesuch Lender’s Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (f) below. From and after the date, if any, date on which any Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (d) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (e) above, Agent the Swing Loan Lender shall promptly distribute to such Lender its Revolving Commitment Percentage such Lender’s Ratable Portion of all payments of principal and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22d) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (e) above.

Swing Loans. (ai) Subject In addition to the terms and conditions set forth in this Agreementforegoing, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or Wachovia shall from time to time after time, upon the date hereof to, but not including, the expiration request of the TermBorrower, if the applicable conditions precedent in Article III have been satisfied, make Swing Loans to the Borrower in an aggregate principal amount up to but at any time outstanding not in excess exceeding $5,000,000; provided that, immediately after such Swing Loan is made, the outstanding amount of the Maximum Swing Loan Advance AmountSyndicated Loans, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding Money Market Loans shall not exceed an amount equal to the lesser of (iA) the Maximum Revolving Advance Amount less aggregate amount of the Maximum Undrawn Amount of all outstanding Letters of Credit or Commitments and (iiB) the Formula AmountBorrowing Base. Within the foregoing limits, the Borrower may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. All Swing Loans shall be Domestic made as either Base Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender)or, repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant subject to the provisions of Section 2.2(aclause (ii) below, Transaction Rate Loans. (ii) Swing Loans may be Transaction Rate Loans, if the Administrative Agent shall have determined that such Transaction Rate Loan, including the principal amount thereof, the Interest Period and the Transaction Rate applicable thereto, has been expressly agreed to by the Borrower and Wachovia (such agreement may be obtained by telephone, confirmed promptly to the Administrative Agent in writing) pursuant to the following procedures. If the Borrower desires a Transaction Rate Loan, (a) the Borrower shall provide Wachovia, with a copy to the Administrative Agent, with notice of a request (a "Transaction Rate Request") for a quote for a Transaction Rate Borrowing prior to 1:00 p.m. (Atlanta, Georgia time) on the date (which shall be a Domestic Business Day) of the proposed Transaction Rate Borrowing, which Transaction Rate Request shall include the principal amount and proposed Interest Period of the relevant Transaction Rate Borrowing, (b) prior to 1:30 p.m. (Atlanta, Georgia time) on such date, Wachovia shall furnish the Borrower, with a copy to the Administrative Agent, with its rate quote (a "Transaction Rate Quote") via facsimile transmission, (c) the Borrower shall immediately inform Wachovia and the Administrative Agent of its decision as to whether to request a Transaction Rate Borrowing at the Transaction Rate specified in such Transaction Rate Quote (a "Transaction Rate") (which may be done by telephone and promptly confirmed in writing, and which decision shall be irrevocable), and (d) if the Borrower has so informed Wachovia and the Administrative Agent that it does desire a Transaction Rate Borrowing at the Transaction Rate specified in such 23 32 Transaction Rate Quote, then by 2:00 p.m. (Atlanta, Georgia time) on the date of such decision, Wachovia shall make such Transaction Rate Borrowing, with interest accruing thereon at such Transaction Rate, available to the Administrative Agent in accordance with the procedures set forth herein. The Administrative Agent shall notify the Banks of any Transaction Rate Borrowing pursuant hereto. (iii) At any time on or after the occurrence of an Event of Default, upon the request of Wachovia, each Bank other than Wachovia shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loan Lender may electLoans in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Loans, and Wachovia shall furnish each Bank with a certificate evidencing such participating interest. On such third Domestic Business Day, each Bank will immediately transfer to Wachovia, in immediately available funds, the amount of its sole discretionparticipation. Whenever, to have at any time after Wachovia has received from any such request or deemed request treated as a request for Bank its participating interest in a Swing Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and may advance same day funds funded); provided, however, that in the event that such payment received by the Administrative Agent is required to Borrowers as a Swing Loan; provided that notwithstanding anything be returned, such Bank will return to the contrary provided for hereinAdministrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Bank's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, Swing Loan Lender including, without limitation: (1) any set-off, counterclaim, recoupment, defense or other right which such Bank or any other Person may not make Swing Loans if Swing Loan Lender has been notified by Agent have against Wachovia requesting such purchase or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated any other Person for any reason. reason whatsoever; (c2) Upon the making of a Swing Loan (whether before or after the occurrence or continuance of a Default or an Event of Default and regardless or the termination of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by the Commitments; (3) any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse adverse change in the condition (financial or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22otherwise) of the Maximum Undrawn Amount Borrower, PPI or any other Person; (4) any breach of all outstanding Letters this Agreement by the Borrower or any other Bank; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of Creditthe foregoing.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Revolving Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Revolving Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Revolving Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that agrees to make loans denominated in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances Dollars (“Swing Loans”each a "SWING LOAN") otherwise available to Borrowers as provided for in this Section 2.4 at any time or the Borrower under the Revolving Credit Facility from time to time after on any Business Day during the date hereof to, but not including, period from the expiration of Closing Date until the Term, Revolving Credit Termination Date in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall at any time not to exceed an amount equal to the lesser of (ix) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or Swing Loan Commitment and (iiy) the Formula AmountAvailable Credit at such time. All Each Swing Loans Loan shall be Domestic a Base Rate Loans onlyLoan and shall mature on the Scheduled Termination Date. Borrowers may borrow (at Within the option and election limits set forth in the first sentence of Swing Loan Lenderthis Section 2.3(a), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making amounts of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter repaid may be obligated to make Swing Loans in the futurereborrowed under this Section 2.3(a). (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy to the contrary provided for hereinSwing Loan Lender, with a copy to the Administrative Agent, a duly completed request setting forth the date, the requested amount and date of the Swing Loan (a "SWING LOAN REQUEST"), to be received by the Swing Loan Lender may not make Swing Loans if later than 1:00 p.m. (New York City time) on the day of the proposed borrowing. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by Agent or by Required Lenders shall make a Swing Loan available to the Borrower not later than 3:00 p.m. (New York City time) on the date of the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from any Lender that one or more of the applicable conditions precedent contained in Section 3.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 3.2 hereof have not been satisfied in connection with the making of any Swing Loan. Each Swing Loan Borrowing shall be in an aggregate amount equal to $500,000 or the Revolving Commitments have been terminated for any reasonan integral multiple of $100,000 in excess thereof. (c) Upon the making of a The Swing Loan Lender shall notify the Administrative Agent in writing (which writing may be by a telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York City time) on the first Business Day of each week, of the aggregate principal amount of its Swing Loans then outstanding. (d) The Swing Loan Lender may demand at any time during the continuance of an Event of Default that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in subsection (e) below, such Revolving Credit Lender's Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (e) The Administrative Agent shall forward each demand referred to in clause (d) above to each Revolving Credit Lender on the day such demand is received by the Administrative Agent (except that any such demand received by the Administrative Agent after 10:00 a.m. (New York City time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Revolving Credit Lender's Ratable Portion of the aggregate principal amount of the Swing Loans demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 shall have been satisfied (which conditions precedent the Revolving Credit Lenders hereby irrevocably waive), each Revolving Credit Lender shall, before or after 2:00 p.m. (New York City time) on the same Business Day as the date of such Revolving Credit Lender's receipt of such written statement, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall, except as provided in clause (f) below, be deemed to have made a Revolving Loan to the Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Revolving Credit Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the Borrower shall repay such Swing Loan on demand. (f) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 7.1(f), each Revolving Credit Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderpurchase, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Revolving Credit Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Revolving Credit Lender's Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Revolving Credit Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in proportion immediately available funds, an amount equal to its such Revolving Commitment PercentageCredit Lender's Ratable Portion of such Swing Loan. If such amount is not in fact made available by such Revolving Credit Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Effective Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (g) below. From and after the date, if any, date on which any Revolving Credit Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (e) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (f) above, Agent the Swing Loan Lender shall promptly distribute to such Revolving Credit Lender its such Revolving Commitment Percentage Credit Lender's Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Lender holding Loan other than those received from a Revolving Commitment shall be obligated in any event Credit Lender pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22e) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (f) above.

Swing Loans. (a) Subject to During the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate Effective Period, the administration of this AgreementSwingline Lender, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoeverdiscretion, may make swing loan advances loans (“each a "Swing Loans”Loan") available to Borrowers as provided for in this Section 2.4 at any time or from time to time after on the date hereof to, but not including, terms and subject to the expiration of the Term, conditions contained in this Agreement in an aggregate principal amount up not to but not in excess of the Maximum exceed $4,000,000 at any time outstanding. Each Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at made and prepaid upon such notice as the option Swingline Lender and election of Swing Loan Lender)Borrowers' Agent shall agree, repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Swingline Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dateswithout notice from Borrowers' Agent or any Borrower (A) automatically pursuant to cash management arrangements, if any, made from time to time by Borrowers' Agent with Swingline Lender and/or (B) to allow Administrative Lender to pay each Lender its share of fees, interest and other amounts then due and payable. All Swing Loans shall be evidenced by a secured promissory note (Note payable to the “Swing Loan Note”) substantially in order of the form attached hereto as Exhibit 2.4(a)Swingline Lender. Swing Loan Lender’s agreement Subject to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever all the limitations, terms and the making of Swing Loans by Swing Loan Lender conditions contained herein, Borrowers may from time to time borrow, partially or wholly repay outstanding Swing Loans and reborrow Swing Loans. Borrower shall not create any duty repay the outstanding principal balance of the Swing Loans, together with all accrued and unpaid interest and related fees, on the earlier of the Revolver Maturity Date or obligation, or establish any course termination of conduct, pursuant to which the Swing Loan Lender shall thereafter be obligated to make Effective Period. All interest due on the Swing Loans in shall be payable to the futureSwingline Lender. If Administrative Lender receives payment of principal or interest on the Swing Loans, it will promptly distribute such payment to the Swingline Lender. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) termination of the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Effective Period, Administrative Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to shall notify each Lender of the contrary provided for herein, Swing Loan Lender may not make principal balance of the Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.of

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made may in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances loans (each a “Swing LoansLoan”) otherwise available to the Borrowers as provided for in this Section 2.4 at any time or under the Facility from time to time after on any Business Day during the period from the date hereof to, but not including, until the expiration of the Term, Revolving Credit Termination Date in an aggregate principal amount up to but not in excess of at any time outstanding (together with the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and any other loans made by the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at Lender hereunder in its capacity as a Lender or the option and election of Swing Loan Lender) Swing Loans at any time not to exceed the lesser of $20,000,000 and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable Ratable Portion of the Available Credit at any time for any reason whatsoever and such time; provided, however, that the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter not make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall be obligated entitled to make rely on the most recent Borrowing Base Certificate delivered to the Administrative Agent. Each Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days of its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this Section 2.3(a) amounts of Swing Loans in the futurerepaid may be reborrowed under this Section 2.3(a). (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Administrative Borrower shall telecopy to the contrary provided for hereinAdministrative Agent a duly completed request setting forth the date, the requested amount and date of the Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 12:00 p.m. (New York City time) on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make of the details of the requested Swing Loans if Loan. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by shall make a Swing Loan available to the Administrative Agent which will make such amounts available to the Borrowers on the date of the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from any Lender or by Required Lenders the Administrative Agent (if a Person other than the Swing Loan Lender) that one or more of the applicable conditions precedent contained in Section 3.2 shall not on such date be satisfied, and ending when such conditions are satisfied or waived. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 3.2 hereof have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon The Swing Loan Lender shall notify the making Administrative Agent in writing (which may be by telecopy) weekly, by no later than 10:00 a.m. (New York City time) on the first Business Day of each week, of the aggregate principal amount of its Swing Loans then outstanding. (d) The Swing Loan Lender may demand at any time during the continuance of an Event of Default that each Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in subsection (e) below, such Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (e) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. (New York City time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive) provided that the Swing Loan Lender has not received the notice referred to in the penultimate sentence of clause (b) above prior to any such Swing Loan (whether and the condition referred to in such notice has not been waived in accordance with this Agreement), each Lender shall, before or after 11:00 a.m. (New York City time) on the Business Day next succeeding the date of such Lender’s receipt of such written demand, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such demand. Upon such payment by a Lender, such Lender shall, except as provided in clause (f) below, be deemed to have made a Revolving Loan to the Borrowers. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the Borrowers shall repay such Swing Loan on demand. (f) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 8.1(f), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in proportion immediately available funds, an amount equal to its Revolving Commitment Percentagesuch Lender’s Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (g) below. From and after the date, if any, date on which any Lender holding is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (e) above with respect to any Swing Loans purchased hereunderLoan or purchases an undivided participation interest in a Swing Loan pursuant to clause (f) above, Agent the Swing Loan Lender shall promptly distribute to such Lender its Revolving Commitment Percentage such Lender’s Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22e) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (f) above.

Swing Loans. (ai) Subject In addition to the terms and conditions set forth in this Agreementforegoing, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or Wachovia shall from time to time after time, upon the date hereof to, but not including, the expiration request of the TermBorrower, if the applicable conditions precedent in Article III have been satisfied, make Swing Loans to the Borrower in an aggregate principal amount up to but at any time outstanding not in excess of the Maximum exceeding $15,000,000; provided that, immediately after such Swing Loan Advance Amountis made, provided that the outstanding conditions set forth in clause (ii) of Section 2.01(a) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $100,000 or any larger multiple of $25,000. Within the foregoing limits, the Borrower may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to be considered a utilization of the lesser Commitment of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit Wachovia or (ii) the Formula Amountany other Bank hereunder. All Swing Loans shall be Domestic made as Base Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender)or, repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant subject to the provisions of Section 2.2(a)clause (ii) below, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reasonTransaction Rate Loans. (cii) Upon Swing Loans may be Transaction Rate Loans, if the making Administrative Agent shall have determined that such Transaction Rate Loan, including the principal amount thereof, the Interest Period and the Transaction Rate applicable thereto, has been expressly agreed to by the Borrower and Wachovia (such agreement may be obtained by telephone, confirmed promptly to the Administrative Agent in writing) pursuant to the following procedures. If the Borrower desires a Transaction Rate Loan, (a) the Borrower shall provide Wachovia, with a copy to the Administrative Agent, with notice of a Swing Loan request (whether before or after a "Transaction Rate Request") for a quote for a Transaction Rate Borrowing prior to 1:00 p.m. (Atlanta, Georgia time) on the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment date (which shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22Domestic Business Day) of the Maximum Undrawn Amount proposed Transaction Rate Borrowing, which Transaction Rate Request shall include the principal amount and proposed Interest Period of all outstanding Letters the relevant Transaction Rate Borrowing, (b) prior to 1:30 p.m. (Atlanta, Georgia time) on such date, Wachovia shall furnish the Borrower, with a copy to the Administrative Agent, with its rate quote (a "Transaction Rate Quote") via facsimile transmission, (c) the Borrower shall immediately inform Wachovia and the Administrative Agent of Creditits decision as to whether to request a Transaction Rate Borrowing at the Transaction Rate specified in such Transaction Rate Quote (a "Transaction Rate") (which may be done by telephone and promptly confirmed in writing, and which decision shall be irrevocable), and (d) if the Borrower has so informed Wachovia and the Administrative Agent that it does desire a Transaction Rate Borrowing at the Transaction Rate specified in such Transaction Rate Quote, then by 2:00 p.m. (Atlanta, Georgia time) on the date of such decision, Wachovia shall make such Transaction Rate Borrowing, with interest accruing thereon at such Transaction Rate, available to the Administrative Agent in accordance with the procedures set forth herein. The Administrative Agent shall notify the Banks of any Transaction Rate Borrowing pursuant hereto.

Swing Loans. (a) Subject to In lieu of making Revolving Loans, the Swingline Lender, in its sole discretion, on the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and may make loans (each a "Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”Loan") available to Borrowers as provided for in this Section 2.4 at any time or from time to time after until the date hereof to, but not including, the expiration of the Term, Revolver Maturity Date as provided herein in an aggregate principal amount up not to but not in excess of exceed at any time outstanding the Maximum Swing Loan Advance Amount, Available Credit. Each Swing Loan shall be made and prepaid upon such notice as the Swingline Lender and Borrowers' Agent shall agree; provided that in the outstanding aggregate principal amount absence of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal a written agreement to the lesser contrary, Swingline Lender must receive each request for a Swing Loan not later than 2:00 PM (Portland time) on the Business Day of borrowing and any prepayment made after 2:00 PM (iPortland time) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans onlycredited on the next Business Day. Borrowers may borrow (at the option and election of Swing Loan Lender)Further, repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Swingline Lender may make Swing Loans as provided without notice from Borrowers' Agent or any Borrower (A) automatically pursuant to cash management arrangements, if any, made from time to time by Borrowers with Administrative Lender and/or (B) for the purposes described in this Section 2.4 during the period between Settlement Datesitem (c) below. All Swing Loans shall be evidenced by a secured promissory note (Note payable to the “order of the Swingline Lender. Borrower shall repay the outstanding principal balance of the Swing Loan Note”) substantially in Loans, together with all accrued and unpaid interest and related fees on the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the futureRevolver Maturity Date. (b) If the aggregate outstanding balance of the Swing Loans exceeds $4,000,000 for ten consecutive Business Days or at any time upon the request of the Swingline Lender to Administrative Lender that some or all of the Swing Loans be converted to Revolving Loans, then, by not later than noon (Portland time) on the next Business Day, Administrative Lender shall notify each Lender of the principal amount of Swing Loans outstanding as of 9:00 AM (Portland time) on such Business Day (or of the principal amount of the Swing Loans which Swingline Lender desires to be converted) and each Lender's Ratable Portion thereof. Each Lender shall, before 9:00 AM (Portland time) on the next Business Day, make available to Administrative Lender, in immediately available funds, the amount of its Ratable Portion of such principal amount of such Swing Loans. Upon either (i) any request such payment by Borrowing Agent for a Lender, such Lender shall be deemed to have made a Revolving Advance made pursuant Loan as a Prime Rate Loan to Section 2.2(a) or (ii) the occurrence of Borrowers, notwithstanding any deemed request failure by Borrowers for a Revolving Advance pursuant to satisfy the conditions contained in Section 7.2 (without regard to the provisions minimum amount of Section 2.2(aPrime Rate Loans), Swing Loan . Administrative Lender may elect, in its sole discretion, to have shall use such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a repay the principal amount of Swing Loan; provided that notwithstanding anything Loans to the contrary provided for herein, Swing Loan Lender may not make Swingline Lender. All interest due on the Swing Loans if shall be payable to the Swingline Lender. With respect to the Swing Loan Loans, after receipt of payment of principal or interest thereon, Administrative Lender has been notified by Agent or by Required Lenders that one or more of will promptly distribute the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or same to the Revolving Commitments have been terminated for any reasonSwingline Lender at its Applicable Lending Office. (c) Upon the making of a Lenders and Borrowers agree that Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect Loans may be made to such Swing Loan), allow Administrative Lender to pay each Lender holding a Revolving Commitment shall be deemedits share of fees, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in other amounts due hereunder to the extent such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent mayfees, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Creditother amounts are then due and payable.

Swing Loans. (a) On the terms and subject to the conditions contained in this Agreement, (i) the Dollar Swing Lender may, in its sole discretion, make loans denominated in Dollars to any Primary Revolving Borrower (a “Dollar Swing Loan”) and (ii) the Euro Swing Lender may, in its sole discretion, make loans denominated in Euros to any Primary Revolving Borrower (a “Euro Swing Loan” and together with the Dollar Swing Loans, the “Swing Loans”), in each case, under the Primary Revolving Credit Facility from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date; provided, however, that at no time shall the Dollar Equivalent of the aggregate principal amount at any time outstanding of all such Swing Loans exceed the Swing Loan Sublimit. Each Swing Loan must be repaid in full within seven days after its making or, if sooner, upon any Revolving Credit Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount of not less than the applicable Minimum Currency Threshold. (b) In order to request a Swing Loan, the applicable Primary Revolving Borrower shall telecopy (or forward by electronic mail or similar means) to the Administrative Agent a duly completed request in substantially the form of Exhibit D (Form of Swing Loan Request), setting forth the requested amount, currency and date of such Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 1:00 p.m. (New York time) on the day of the proposed borrowing. The Administrative Agent shall promptly notify the applicable Swing Lender of the details of the requested Swing Loan. Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, the applicable Swing Lender may make a Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for the Administrative Agent and, in this Section 2.4 at any time or from time turn, the Administrative Agent shall make such amounts available to time after such Primary Revolving Borrower on the date hereof toof the relevant Swing Loan Request. No Swing Lender shall Credit Agreement Affiliated Computer Services, but Inc. make any Swing Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or any Revolving Lender that one or more of the conditions precedent contained in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall not includingon such date be satisfied, and ending when such conditions are satisfied. No Swing Lender shall otherwise be required to determine that, or take notice whether, the expiration conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) have been satisfied in connection with the making of any Swing Loan. (c) Each Swing Lender shall notify the Administrative Agent in writing (which writing may be a telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York time) on the first Business Day of each week, of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the then outstanding aggregate principal amount of Swing Loans and the Revolving Advances made by such Swing Lender. (d) Each Swing Lender may demand at any one time that each Primary Revolving Lender pay to the Administrative Agent, for the account of such Swing Lender, in the manner provided in clause (e) below, such Primary Revolving Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans advanced by such Swing Lender, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (e) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Primary Revolving Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. (New York time) on any Business Day or any such demand received on a day that is not a Business Day shall not exceed an amount equal be required to be forwarded to the lesser of (i) Primary Revolving Lenders by the Maximum Revolving Advance Amount less Administrative Agent until the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lendernext succeeding Business Day), repay and reborrow (at together with a statement prepared by the option and election Administrative Agent specifying the amount of Swing Loan each Primary Revolving Lender) ’s Ratable Portion of the aggregate principal amount of the Dollar Swing Loans and Swing Loan Lender may make Euro Swing Loans as provided stated to be outstanding in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall such notice or demanded to be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, paid pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in such demand, and, notwithstanding whether or not the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions precedent set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. 3.2 (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made may in its sole discretion cancelable at any time for any reason whatsoeverdiscretion, make swing loan advances make, in Dollars, loans (“each, together with each "Swing Loans”Loan" as defined in and made under the Original DIP Credit Agreement, a "Swing Loan") otherwise available to Borrowers the Borrower under the Revolving Credit Facility (but only as provided for in this Section 2.4 at any time or requested by the Borrower) from time to time after on any Business Day during the date hereof to, but not including, period from the expiration of Initial Closing Date until the Term, Revolving Credit Termination Date in an aggregate principal amount up to but not in excess of at any time outstanding (together with the Maximum Swing Loan Advance Amount, provided that the aggregate outstanding aggregate principal amount of any other Loan made by the Swing Loans and Loan Lender hereunder in its capacity as a Lender or the Revolving Advances at any one time outstanding shall Swing Loan Lender) not to exceed an amount equal to the lesser of the (i) the Maximum Revolving Advance Amount less Swing Loan Lender's Ratable Portion of the Maximum Undrawn Amount of all outstanding Letters of Available Credit or and (ii) the Formula AmountSwing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. All Each Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Revolving Credit Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Swing Loans are not subject to a minimum borrowing amount. (b) In order to request a Swing Loan, the Borrower shall be Domestic Rate Loans only. Borrowers may borrow telecopy (at or forward by electronic mail or similar means) to the option Administrative Agent a duly completed request in substantially the form of Exhibit D hereto, setting forth the requested amount and election date of such Swing Loan Lender(a "Swing Loan Request"), repay and reborrow to be received by the Administrative Agent not later than 2:00 p.m. (at New York time) on the option and election day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender) Lender of the details of the requested Swing Loans and Loan. Subject to the terms of this Agreement, the Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially available to the Administrative Agent and, in turn, the form attached hereto as Exhibit 2.4(a). Administrative Agent shall make such amounts available to the Borrower on the date of the relevant Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Request. The Swing Loan Lender shall thereafter be obligated to not make any Swing Loans Loan in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) period commencing on the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to first Business Day after it receives written notice from the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Administrative Agent or by Required Lenders any Revolving Credit Lender that one or more of the applicable conditions precedent contained in Section 3.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 3.2 hereof have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender shall notify the Administrative Agent in writing (which writing may be a telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York time) on the first Business Day of each week, of the aggregate principal amount of its Swing Loans then outstanding. (d) The Swing Loan Lender may demand at any time that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (e) below, such Revolving Credit Lender's Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (e) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Revolving Credit Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. (New York time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Revolving Credit Lender's Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Sections 2.1 and 3.2 shall have been satisfied (which conditions precedent the Revolving Credit Lenders hereby irrevocably waive), each Revolving Credit Lender shall, before 11:00 a.m. (New York time) on the Business Day next succeeding the date of such Revolving Credit Lender's receipt of such notice or after demand, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall, except as provided in clause (f) below, be deemed to have made a Revolving Loan to the Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Revolving Credit Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the Borrower shall repay such Swing Loan on demand. (f) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan)any Default, each Revolving Credit Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Revolving Credit Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Revolving Credit Lender's Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Revolving Credit Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in proportion immediately available funds, an amount equal to its such Revolving Commitment PercentageCredit Lender's Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Revolving Credit Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Revolving Credit Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (g) below. From and after the date, if any, date on which any Revolving Credit Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its clause (e) above with respect to any Swing Loan or (ii) purchases an undivided participation in any a Swing Loans purchased hereunderLoan pursuant to clause (f) above, Agent the Swing Loan Lender shall promptly distribute to such Revolving Credit Lender its such Revolving Commitment Percentage Credit Lender's Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Lender holding Loan other than those received from a Revolving Commitment shall be obligated in any event Credit Lender pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22e) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (f) above.

Swing Loans. (a) Subject to and upon the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, during the Commitment Period, each Swing Line Lender severally agrees to make a Swing Loan Lender may, at its election and option made or Swing Loans to the Borrower in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances an amount equal to one-half (“Swing Loans”½) available to Borrowers of the amount or amounts as provided for in this Section 2.4 at any time or the Borrower may from time to time after request; provided, that the date hereof to, but Borrower shall not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum request any Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans (and the Revolving Advances at any one time outstanding Swing Line Lenders shall not exceed an amount equal be required to make any Swing Loan in the lesser of event Borrower makes a request therefor) if, after giving effect thereto (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount aggregate outstanding principal amount of all Revolving Loans plus the Swing Line Exposure plus the LC Obligations then outstanding Letters plus the Total Reserved Letter of Credit Amount then in effect plus the Permitted Non-Affiliate Loan Reserve would exceed the Total Revolving Loan Commitments then in effect or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow Line Exposure would exceed the lesser of (at x) Twenty-Five Million Dollars ($25,000,000) and (y) six percent (6.0%) of the option and election of Swing Total Revolving Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note Commitments (the “Maximum Swing Line Amount”); and provided further that such obligation of the Swing Line Lenders shall be contingent on no Bank being a Delinquent Bank or an Insolvent/Seized Bank (provided that the Swing Line Lenders may, in their sole discretion, be entitled to waive this condition). Each Swing Loan Note”shall bear interest based on the Base Rate Option, and shall be due and payable (to the extent not refinanced as a Revolving Loan as contemplated by Section 2.07(b) substantially in hereof) on the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Maturity Date applicable thereto. The Borrower shall not request that more than one (1) Swing Loans under this Agreement is cancelable Loan from each Swing Line Lender be outstanding at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the futuretime. (b) Upon either (i) On any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) Cleveland Banking Day, the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may electLine Lenders may, in its their sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything give notice to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders Banks and the Borrower that one or more of their outstanding Swing Loans shall be refinanced as a Revolving Loan; provided, that (i) the applicable conditions Swing Line Lender shall give such notice upon the failure of the Borrower to repay a Swing Loan as required by Section 2.07(a) hereof, and such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 10.06 or 10.07 hereof or upon the exercise of any of the remedies provided in Section 11.01(b) or 11.02(b) hereof and (ii) no Swing Line Lender shall make such request without the other Swing Line Lender joining in such request. Such Revolving Loan initially shall bear interest based on the Base Rate Option. On the Cleveland Banking Day immediately following the date such notice has been given (or deemed given), the Borrower shall be deemed to have requested (the “Mandatory Request”) a Revolving Loan in the aggregate principal amount of such Swing Loans of each Swing Line Lender in accordance with Section 5.01 hereof (other than the requirement set forth in Section 8.2 5.01(a)(i) hereof). Each Bank agrees to make a Revolving Loan in an amount equal to its Pro rata share of such Revolving Loan on the date of the Mandatory Request, subject to no conditions precedent whatsoever. Each Bank acknowledges and irrevocably agrees that such Bank’s obligation to make a Revolving Loan when required by this Agreement have Section 2.07(b) is absolute and unconditional and shall not been be affected by any circumstance whatsoever, including without limitation, the occurrence and continuance of a Possible Default or Event of Default or whether or not the agreements and conditions of Article V hereof are then satisfied and that its payment to the Agent, for the respective accounts of the Swing Line Lenders, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or the Revolving Commitments reduction whatsoever and whether or not such Bank’s Commitment shall have been terminated for reduced or terminated. The Borrower irrevocably authorizes and instructs the Agent to apply the proceeds of any reasonborrowing pursuant to this Section 2.07(b) to repay in full such Swing Loans. (c) Upon If, for any reason, the making Agent is unable to or, in the opinion of the Agent, it is impracticable to, convert any Swing Loan to a Revolving Loan pursuant to the preceding Section 2.07(b), then on any day that a Swing Loan is outstanding (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanmaturity thereof), the Agent shall have the right to request that each Lender holding Bank purchase a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fundLoan, and funds, its participation in any Swing Loans purchased hereunder, the Agent shall promptly distribute notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action being necessary or required, each Swing Line Lender hereby agrees to grant to each Bank and each Bank hereby agrees to acquire from each Swing Line Lender, an individual participation interest in each Swing Loan in an amount equal to such Lender its Revolving Commitment Percentage Bank’s Pro rata share of all payments of the principal and interest and all proceeds of Collateral received by Agent in respect amount of such Swing Loan; . In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the benefit of each Swing Line Lender, such Bank’s Pro rata share of such Swing Loan. Each Bank acknowledges and agrees that no Lender holding its obligation to acquire participations in Swing Loans pursuant to this Section 2.07(c) is absolute and unconditional, and shall not be affected by any circumstance whatsoever, including without limitation, the occurrence and continuance of a Revolving Possible Default or Event of Default or whether or not the agreements and conditions of Article V hereof are then satisfied and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Commitment shall have been reduced or terminated. Each Bank shall comply with its obligation under this Section 2.07(c) by wire transfer of immediately available funds, in the same manner as provided in Section 5.02 hereof with respect to Revolving Loans to be obligated made by such Bank. (d) On the Restatement Effective Date, the Borrower shall execute and deliver to each Swing Line Lender, a Swing Line Note with all blanks appropriately completed in any event conformity herewith. The Swing Line Note issued to make Revolving Advances in an amount in excess each Swing Line Lender shall (i) be executed by the Borrower, (ii) be payable to the order of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) such Swing Line Lender and dated as of the Maximum Undrawn Amount Restatement Effective Date, (iii) be in a stated principal amount of all Twelve Million Five Hundred Thousand Dollars ($12,500,000) and payable in the principal amount of the Swing Loans evidenced thereby and (iv) be entitled to the benefits of this Agreement and the Related Writings. The Swing Line Notes shall be subject to the terms of this Agreement. (e) The proceeds of Swing Loans shall be used by the Borrower for general corporate purposes, including working capital of the Borrower, and the Borrower shall not use the proceeds of any Swing Loan to repay or refinance any outstanding Letters Swing Loan. (f) All Swing Loans outstanding under the 2011 Credit Agreement that remain unpaid on the Restatement Effective Date shall be paid in full on the Restatement Effective Date. (g) All Swing Line Notes issued under the 2011 Credit Agreement shall be deemed replaced as of Creditthe Restatement Effective Date and each Person party to the 2011 Credit Agreement in possession of a Swing Line Note issued thereunder shall promptly after the Restatement Effective Date return such Swing Line Note to the Borrower for cancellation.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made may in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances loans (“Swing Loans”each a "SWING LOAN") otherwise available to Borrowers as provided for in this Section 2.4 at any time or the Borrower under the Facility from time to time after on any Business Day during the period from the date hereof to, but not including, until the expiration of the Term, Revolving Credit Termination Date in an aggregate principal amount up to but not in excess of at any time outstanding (together with the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and any other loans made by the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at Lender hereunder in its capacity as a Lender or the option and election of Swing Loan Lender) Swing Loans at any time not to exceed the lesser of $20,000,000 and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable 's Ratable Portion of the Available Credit at any time for any reason whatsoever and such time; PROVIDED, HOWEVER, that the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter not make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall be obligated entitled to make rely on the most recent Borrowing Base Certificate delivered to the Administrative Agent. Each Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days of its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this Section 2.3(a) amounts of Swing Loans in the futurerepaid may be reborrowed under this Section 2.3(a). (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy to the contrary provided for hereinAdministrative Agent a duly completed request setting forth the date, the requested amount and date of the Swing Loan (a "SWING LOAN REQUEST"), to be received by the Administrative Agent not later than 12:00 p.m. (New York City time) on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) details of the Maximum Undrawn Amount of all outstanding Letters of Credit.requested Swing

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, during the Commitment Period Agent shall make a Swing Loan Lender may, at its election and option made or Swing Loans to Nordson in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers such amount or amounts as provided for in this Section 2.4 at any time or Nordson may from time to time request; provided however, that Nordson shall not request any Swing Loan hereunder if, after giving effect thereto, (a) the Revolving Exposure would exceed the Total Commitment Amount, or (b) the Swing Line Exposure would exceed the Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing Loan Maturity Date applicable thereto. Nordson shall not request that more than two (2) Swing Loans be outstanding at any time. Each Swing Loan shall be made in Dollars. Nordson shall pay interest, for the sole benefit of Agent (and any Bank that has purchased a participation in such Swing Loan), on the unpaid principal amount of each Swing Loan outstanding from time to time from the date hereof tothereof until paid at the Derived Swing Loan Rate applicable to such Swing Loan. Interest on each Swing Loan shall be payable on the Swing Loan Maturity Date applicable thereto. Each Swing Loan shall bear interest for a minimum of one (1) day. The obligation of Nordson to repay the Swing Loans and to pay interest thereon shall be evidenced by a Swing Line Note of Nordson substantially in the form of Exhibit B hereto, but not includingdated the Closing Date, and payable to the order of Agent in the principal amount of the Swing Line Commitment, or, if less, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate unpaid principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal made hereunder by Agent. Subject to the lesser provisions of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans this Agreement, Nordson shall be Domestic Rate Loans only. Borrowers may entitled under this Section 2.01B to borrow (at the option and election of Swing Loan Lender)funds, repay the same in whole or in part and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable re-borrow hereunder at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time during the Commitment Period. If Agent so elects, by giving notice to Nordson and the Banks, Nordson agrees that Agent shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in have the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may electright, in its sole discretion, to have such request or deemed request treated require that any Swing Loan be refinanced as a request Revolving Loan. Such Revolving Loan shall be a Base Rate Loan unless and until converted by a Borrower to a Eurodollar Loan pursuant to Section 2.01A and Section 2.02 hereof. Upon receipt of such notice by Nordson, Nordson shall be deemed, on such day, to have requested a Revolving Loan in the principal amount of the Swing Loan in accordance with Section 2.01A and Section 2.02 hereof. Each Bank agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Each Bank acknowledges and agrees that such Bank’s obligation to make a Revolving Loan pursuant to Section 2.01A when required by this Section 2.01B is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for a the account of Agent, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Revolving Commitment shall have been reduced or terminated. Nordson irrevocably authorizes and instructs Agent to apply the proceeds of any borrowing pursuant to this paragraph to repay in full such Swing Loan. If, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon , Agent is unable to or, in the making opinion of Agent, it is impracticable to, convert any Swing Loan to a Revolving Loan pursuant to the preceding paragraph, then on any day that a Swing Loan is outstanding (whether before or after the maturity thereof), Agent shall have the right to request that each Bank purchase a participation in such Swing Loan, and Agent shall promptly notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, Agent hereby agrees to grant to each Bank, and each Bank hereby agrees to acquire from Agent, an undivided participation interest in such Swing Loan in an amount equal to such Bank’s Commitment Percentage of the aggregate principal amount of such Swing Loan. In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for its sole account, such Bank’s ratable share of such Swing Loan (determined in accordance with such Bank’s Commitment Percentage). Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this Section 2.01B is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default Default, and regardless that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Revolving Commitment shall have been reduced or terminated. Each Bank shall comply with its obligation under this Section 2.01B by wire transfer of whether a Settlement has been requested immediately available funds, in the same manner as provided in Section 2.02 hereof with respect to Revolving Loans to be made by such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of CreditBank.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers Borrower as provided for in this Section 2.4 at any time or from time to time after the date hereof Closing Date to, but not including, the expiration of the TermMaturity Date, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances Loans at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Loan Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula AmountCredit. All Swing Loans shall be Domestic Base Rate Loans only. Borrowers Borrower may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future.. 074658.16087/126128822v.10 (b) Upon either (i) any request by Borrowing Agent Borrower for a Revolving Advance Loan made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers Borrower for a Revolving Advance Loan pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers Borrower as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 3.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment PercentagePro Rata Share thereof. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances Loans in an amount in excess of the amount of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.222.9) of with respect to the outstanding Swing Loans and the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“"Swing Loans”") available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be at a rate to be agreed upon by the Swing Loan 222233776 Lender and the Borrowers, which rate shall either be (A) Domestic Rate Loans onlyLoans, or (B) Daily LIBOR Rate Loans. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “"Swing Loan Note”") substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s 's agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject On the terms and subject to the conditions contained in this Agreement, the Swing Loan Lender shall make, in Dollars, loans (each, a “Swing Loan”) otherwise available to the Borrower under the Revolving Facility from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Loan made by the Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit; provided further that in the event that the Swing Loan Lender and the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan after having given prior notice thereof to the Administrative Agent; provided further that the Swing Loan Lender shall not be required to make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender unless, after giving effect to the requested Swing Loan, there would exist no Fronting Exposure (in the good faith determination of the Swing Loan Lender and the Administrative Agent). For the avoidance of doubt, all “Swing Loans” made pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Date shall be deemed Swing Loans pursuant to, and shall be subject to the terms and conditions of, this Agreement. Each Swing Loan shall be a Base Rate Loan and must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date (without giving effect to any extensions of the type referred to in Section 12.1(b) hereof). Within the limits set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration first sentence of this Agreementclause (a), Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount amounts of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall repaid may be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans reborrowed under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the futureclause (a). (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy (or forward by electronic mail or similar means) to the contrary provided for hereinAdministrative Agent a duly completed request in substantially the form of Exhibit D, setting forth the requested amount and date of such Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 1:00 p.m. on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make of the details of the requested Swing Loans if Loan. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by shall make a Swing Loan available to the Administrative Agent and, in turn, the Administrative Agent shall make such amounts available to the Borrower as promptly as reasonably practicable on the date set forth in the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan (other than a Protective Advance) in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Lender that one or more of the applicable conditions precedent contained in Section 4.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 4.2 have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender may demand at any time (and shall demand, not less frequently than weekly unless such Swing Loan is repaid in accordance with Section 2.3(a) hereof), that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (d) below, such Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (d) The Administrative Agent shall forward each demand referred to in clause (c) above to each Revolving Credit Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. on any Business Day or any such notice or demand received on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Revolving Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Sections 4.2 and 2.1 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Lender shall, before 11:00 a.m. on the Business Day next succeeding the date of such Xxxxxx’s receipt of such notice or after demand, make available to the Administrative Agent, in Same Day Funds in Dollars, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Lender shall, except as provided in clause (e) below, be deemed to have made a Revolving Loan to the Borrower in the amount of such payment. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. (e) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 10.1(f), each Revolving Credit Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Lender pursuant to clause (d) above, which participation shall be in a principal amount equal to such Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (d) above, in proportion Same Day Funds, an amount equal to its Revolving Commitment Percentagesuch Lender’s Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (f) below. From and after the date, if any, date on which any Revolving Credit Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (d) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (e) above, Agent the Swing Loan Lender shall promptly distribute to such Lender its Revolving Commitment Percentage such Lender’s Ratable Portion of all payments of principal and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22d) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (e) above.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers Borrower as provided for in this Section 2.4 at any time or from time to time after the date hereof Closing Date to, but not including, the expiration of the TermMaturity Date, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances Loans at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Loan Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula AmountCredit. All Swing Loans shall be Domestic Base Rate Loans only. Borrowers Borrower may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent Borrower for a Revolving Advance Loan made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers Borrower for a Revolving Advance Loan pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers Borrower as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 3.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment PercentagePro Rata Share thereof. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances Loans in an amount in excess of the amount of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.222.9) of with respect to the outstanding Swing Loans and the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, at the Borrower’s request make, in Dollars, CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. loans (each a “Swing Loan”) otherwise available to have such request or deemed request treated the Borrower under the Facility from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Loan made by the Swing Loan Lender hereunder in its capacity as a Lender or the Swing Loan Lender) not to exceed the lesser of the Swing Loan Sublimit and the Available Credit. Each Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). (b) In order to request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy (or forward by electronic mail or similar means) to the contrary provided for hereinAdministrative Agent a duly completed request in substantially the form of Exhibit D (Form of Swing Loan Request), setting forth the requested amount and date of such Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 1:00 p.m. (New York time) on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make of the details of the requested Swing Loans if Loan. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by shall make a Swing Loan available to the Administrative Agent and, in turn, the Administrative Agent shall make such amounts available to the Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Direct Tranche Lender that one or more of the applicable conditions precedent contained in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 3.2 (Conditions Precedent to Each Loan and Letter of this Agreement Credit) have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender shall notify the Administrative Agent in writing (whether before which writing may be a telecopy or after electronic mail) weekly, by no later than 10:00 a.m. (New York time) on the occurrence first Business Day of a Default or an Event each week, of Default and regardless the aggregate principal amount of whether a Settlement has been requested with respect its Swing Loans then outstanding. (d) The Swing Loan Lender may demand at any time that each Direct Tranche Lender pay to such Swing Loan)the Administrative Agent, each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from for the account of the Swing Loan Lender, without recourse in the manner provided in clause (e) below, such Direct Tranche Lender’s Direct Tranche Ratable Portion of all or warrantya portion of the outstanding Swing Loans, an undivided interest which demand shall be made through the Administrative Agent, shall be in writing and participation shall specify the outstanding principal amount of Swing Loans demanded to be paid. (e) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Direct Tranche Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. (New York time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Direct Tranche Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Direct Tranche Lender’s Direct Tranche Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender notice or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of CreditCREDIT AGREEMENT THE PREMCOR REFINING GROUP INC.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof NinthTenth Amendment Effective Date to, but not including, the expiration of the TermMaturity Date, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow re-borrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured fourth amended and restated promissory note by Borrowers in favor of Swing Loan Lender substantially in the form attached as Exhibit 2.4(a) hereto (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) belowhereof. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.222.22 hereof) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that shall make, in order to facilitate the administration of this AgreementDollars, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances loans (each a “Swing LoansLoan”) otherwise available to Borrowers as provided for in this Section 2.4 at any time or Revolving Borrower under the Revolving Credit Facility from time to time after on any Business Day during the date hereof to, but not including, period from the expiration of Initial Closing Date until the Term, Revolving Credit Termination Date in an aggregate principal amount up at any time outstanding (together with the aggregate outstanding principal amount of any other Loan made by the Swing Loan Lender hereunder in its capacity as a Lender or the Swing Loan Lender) not to but not exceed the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan in excess of the Maximum Available Credit. Each Swing Loan Advance Amountshall be a Base Rate Loan and must be paid in full upon any Revolving Credit Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), provided that the outstanding aggregate principal amount amounts of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of repaid may be reborrowed under this clause (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amounta). All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option joint and election several obligations of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the futureeach Revolving Borrower. (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the applicable Revolving Borrower shall telecopy (or forward by electronic mail or similar means) to the contrary provided for hereinAdministrative Agent a duly completed request in substantially the form of Exhibit D, setting forth the requested amount and date of such Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 1:00 p.m. (New York time) on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make of the details of the requested Swing Loans if Loan. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by shall make a Swing Loan available to the Administrative Agent and, in turn, the Administrative Agent shall make such amounts available to the applicable Revolving Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Revolving Credit Lender that one or more of the applicable conditions precedent contained in Section 3.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 3.2 have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender shall notify the Administrative Agent in writing (which writing may be a telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York time) on the first Business Day of each week, of the aggregate principal amount of its Swing Loans then outstanding. (d) The Swing Loan Lender may demand at any time that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (e) below, such Revolving Credit Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (i) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Revolving Credit Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. (New York time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Revolving Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans (such Lender’s “Swing Loan Exposure”) stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 and Section 2.1(a) shall have been satisfied (which conditions precedent the Revolving Credit Lenders hereby irrevocably waive), each Revolving Credit Lender shall, before 11:00 a.m. (New York time) on the Business Day next succeeding the date of such Revolving Credit Lender’s receipt of such notice or demand, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall, except as provided in clause (f) below, be deemed to have made a Revolving Loan to the applicable Revolving Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Revolving Credit Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the applicable Revolving Borrower shall repay such Swing Loan within two Business Days after receipt of any demand by the Administrative Agent for such repayment. (ii) If any Swing Loan shall remain outstanding at 12:00 p.m. (New York time) on the fifth Business Day following the date on which such Swing Loan is made and if by such time on such fifth Business Day the Administrative Agent shall have received neither (x) a notice of borrowing delivered by the applicable Revolving Borrower pursuant to Section 2.2(a) requesting that Revolving Loans be made pursuant to Section 2.1(a) on the immediately succeeding Business Day in an amount at least equal to the aggregate principal amount of such Swing Loan, nor (y) any other notice reasonably satisfactory to the Administrative Agent indicating the applicable Revolving Borrower’s intent to repay such Swing Loan on the immediately succeeding Business Day with funds obtained from other sources, the Administrative Agent shall be deemed to have received a demand from the Swing Loan Lender pursuant to clause (d) above with respect to the entire outstanding amount of such Swing Loan, and the procedures set forth in clause (e)(i) above shall be followed. (f) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 9.1(f), each Revolving Credit Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Revolving Credit Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Revolving Credit Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Revolving Credit Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in proportion immediately available funds, an amount equal to its such Revolving Commitment PercentageCredit Lender’s Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Revolving Credit Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Revolving Credit Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (g) below. From and after the date, if any, date on which any Revolving Credit Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (e) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (f) above, Agent the Swing Loan Lender shall promptly distribute to such Revolving Credit Lender its such Revolving Commitment Percentage Credit Lender’s Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Lender holding Loan other than those received from a Revolving Commitment shall be obligated in any event Credit Lender pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22e) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (f) above.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, make, in Dollars, loans (each a “Swing Loan”) otherwise available to have such request or deemed request treated the Borrower under the Facility from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Loan made by the Swing Loan Lender hereunder in its capacity as a Lender or the Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Tranche A Outstandings would exceed the Maximum Tranche A Credit. Each Swing Loan shall be a Base Rate Loan and shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). (b) In order to request for a Swing Loan, the Borrower shall telecopy (or forward by electronic mail or similar means) to the Administrative Agent a duly completed request in substantially the form of Exhibit D (Form of Swing Loan Request), setting forth the requested amount and may advance same date of such Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 1:00 p.m. (New York time) on the day funds to Borrowers as a of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender of the details of the requested Swing Loan; provided that notwithstanding anything . Subject to the contrary provided for hereinterms of this Agreement, the Swing Loan Lender may not make a Swing Loans if Loan available to the Administrative Agent and, in turn, the Administrative Agent shall make such amounts available to the Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender has been notified by shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders (including at the request of any Lender) that one or more of the applicable conditions precedent contained in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 3.2 (Conditions Precedent to Each Loan and Letter of this Agreement Credit) have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon The Swing Loan Lender shall notify the making Administrative Agent in writing (which writing may be a telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York time) on Thursday of each week (or if such day is not a Business Day, the next succeeding Business Day), of the aggregate principal amount of its Swing Loans then outstanding, and each Tranche A Lender shall pay its Ratable Portion of such amount to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (e) below. (d) The Swing Loan Lender may demand at any time that each Tranche A Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (e) below, such Tranche A Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. At any time when a Swing Loan is outstanding, with respect to any Lender that becomes a Defaulting Lender the Swing Loan Lender may demand that (whether i) the Borrower pledge cash collateral sufficient to cover such Defaulting Lender’s Ratable Portion of such outstanding Swing Loan or (ii) the Borrower put some other arrangement reasonably satisfactory to such Swing Loan Lender in place. Upon receipt by the Administrative Agent of all amounts owing from the Tranche A Lenders (including any Defaulting Lenders) pursuant to this clause (d), any cash collateral pledged by the Borrower in accordance with this clause (d) shall be promptly returned to the Borrower. (e) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Tranche A Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand (a) (The Revolving Credit Commitments) shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive for purposes of this clause (e)), each Tranche A Lender shall, before 11:00 a.m. (New York time) on the Business Day next succeeding the date of such Lender’s receipt of such notice or after demand, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Tranche A Lender, such Tranche A Lender shall, except as provided in clause (f) below, be deemed to have made a Tranche A Loan to the Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Tranche A Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the Borrower shall repay such Swing Loan on demand. (f) Upon the occurrence of a Default or an Event under Section 7.1(f) (Events of Default and regardless of whether a Settlement has been requested with respect to such Swing LoanDefault), each Tranche A Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Tranche A Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Tranche A Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Tranche A Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in proportion immediately available funds, an amount equal to its Revolving Commitment Percentagesuch Lender’s Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Tranche A Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Tranche A Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (g) below. From and after the date, if any, date on which any Tranche A Lender holding (i) is deemed to have made a Revolving Commitment is required Tranche A Loan pursuant to fund, and funds, its participation in clause (e) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (f) above, Agent the Swing Loan Lender shall promptly distribute to such Tranche A Lender its Revolving Commitment Percentage such Tranche A Lender’s Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22e) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (f) above.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“"Swing Loans”") available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the sum of the aggregate Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit, the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula AmountAvailability at such time. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “"Swing Loan Note”") substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s 's agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) . Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if (x) Borrowing Agent has requested a Term SOFR Rate Loan or (y) Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) . Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula AmountBorrowing Base. All Swing Loans shall be Domestic Rate Loans onlyLoans. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Borrowing Agent on behalf of Borrowers may notify Swing Loan Lender prior to 2:00 p.m. on a Business Day of a Borrower’s request to incur, on that day, an Advance to be made in the form of a Swing Loan. Upon either (i) any request by Borrowing Agent for an Advance (other than a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(aTerm SOFR Rate Loan), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below). From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made may in its sole discretion cancelable at any time for any reason whatsoeverdiscretion, make swing loan advances make, in Dollars, loans (“each a "Swing Loans”Loan") otherwise available to Borrowers the Borrower under the Facility (but only as provided for in this Section 2.4 at any time or requested by the Borrower) from time to time after on any Business Day during the period from the date hereof to, but not including, until the expiration of the Term, Revolving Credit Termination Date in an aggregate principal amount up to but not in excess of at any time outstanding (together with the Maximum Swing Loan Advance Amount, provided that the aggregate outstanding aggregate principal amount of any other Loan made by the Swing Loans and Loan Lender hereunder in its capacity as a Lender or the Revolving Advances at any one time outstanding shall Swing Loan Lender) not to exceed an amount equal to the lesser of the (i) the Maximum Revolving Advance Amount less Swing Loan Lender's Ratable Portion of the Maximum Undrawn Amount of all outstanding Letters of Available Credit or and (ii) the Formula AmountSwing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. All Each Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Swing Loans are not subject to a minimum borrowing amount. (b) In order to request a Swing Loan, the Borrower shall be Domestic Rate Loans only. Borrowers may borrow telecopy (at or forward by electronic mail or similar means) to the option Administrative Agent a duly completed request in substantially the form of Exhibit D hereto, setting forth the requested amount and election date of such Swing Loan Lender(a "Swing Loan Request"), repay and reborrow to be received by the Administrative Agent not later than 2:00 p.m. (at New York time) on the option and election day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender) Lender of the details of the requested Swing Loans and Loan. Subject to the terms of this Agreement, the Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially available to the Administrative Agent and, in turn, the form attached hereto as Exhibit 2.4(a). Administrative Agent shall make such amounts available to the Borrower on the date of the relevant Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Request. The Swing Loan Lender shall thereafter be obligated to not make any Swing Loans Loan in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) period commencing on the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to first Business Day after it receives written notice from the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Administrative Agent or by Required Lenders any Revolving Credit Lender that one or more of the applicable conditions precedent contained in Section 3.3 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 3.3 hereof have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender shall notify the Administrative Agent in writing (which writing may be a telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York time) on the first Business Day of each week, of the aggregate principal amount of its Swing Loans then outstanding. (d) The Swing Loan Lender may demand at any time that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (e) below, such Revolving Credit Lender's Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (e) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Revolving Credit Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. (New York time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Revolving Credit Lender's Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Sections 2.1 and 3.3 shall have been satisfied (which conditions precedent the Revolving Credit Lenders hereby irrevocably waive), each Revolving Credit Lender shall, before 11:00 a.m. (New York time) on the Business Day next succeeding the date of such Revolving Credit Lender's receipt of such notice or after demand, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall, except as provided in clause (f) below, be deemed to have made a Revolving Loan to the Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Revolving Credit Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the Borrower shall repay such Swing Loan on demand. (f) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan)any Default, each Revolving Credit Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Revolving Credit Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Revolving Credit Lender's Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Revolving Credit Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in proportion immediately available funds, an amount equal to its such Revolving Commitment PercentageCredit Lender's Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Revolving Credit Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Revolving Credit Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (g) below. From and after the date, if any, date on which any Revolving Credit Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its clause (e) above with respect to any Swing Loan or (ii) purchases an undivided participation in any a Swing Loans purchased hereunderLoan pursuant to clause (f) above, Agent the Swing Loan Lender shall promptly distribute to such Revolving Credit Lender its such Revolving Commitment Percentage Credit Lender's Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Lender holding Loan other than those received from a Revolving Commitment shall be obligated in any event Credit Lender pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22e) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (f) above.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, make loans (each, together with each “Swing Loan” as defined in and made under the Existing Credit Agreement, a “Swing Loan”) otherwise available to have the Borrowers under the Facility from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate amount at any time outstanding at any time not to exceed $10,000,000; provided, however, that the Swing Loan Lender shall not make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall be entitled to rely on the most recent Borrowing Base Certificate delivered to the Administrative Agent. Each Swing Loan shall be a Base Rate Loan and must be repaid in full upon any Revolving Credit Borrowing hereunder and shall in any event mature no later than, (i) the 15th day after the date such Swing Loan is made or (ii) the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Swing Loans shall be Base Rate Loans. (b) In order to request or deemed request treated as a request for a Swing Loan, a Borrower shall telecopy (or forward by electronic mail or similar means) to the Administrative Agent a duly completed request setting forth the date, the requested amount and may advance same date of the Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 1:00 P.M. (New York City time) on the day funds to Borrowers as a of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender of the details of the requested Swing Loan; provided that notwithstanding anything . Subject to the contrary provided for hereinterms of this Agreement, the Swing Loan Lender may not make a Swing Loans if Loan available to the Administrative Agent in an amount up to the amount requested and, in turn, the Administrative Agent shall make such amounts available to such Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender has been notified by Agent or by Required Lenders shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from any Lender that one or more of the applicable conditions precedent contained in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 3.2 (Conditions Precedent to Each Loan and Letter of this Agreement Credit) have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender shall notify the Administrative Agent in writing (which writing may be a telecopy or electronic mail) weekly, by no later than 10:00 A.M. (New York City time) on the first Business Day of each week, of the aggregate principal amount of its Swing Loans then outstanding. (d) The Swing Loan Lender may demand at any time that each Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (e) below, such Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (e) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 P.M. (New York City time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Lender shall, before or after 11:00 A.M. (New York City time) on the Business Day next succeeding the date of such Lender’s receipt of such written statement, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Lender, such Lender shall, except as provided in clause (f) below, be deemed to have made a Revolving Loan to the applicable Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, such Borrower shall repay such Swing Loan on demand. (f) Upon the occurrence of a Default or an Event under Section 9.1(f) (Events of Default and regardless of whether a Settlement has been requested with respect to such Swing LoanDefault), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in proportion immediately available funds, an amount equal to its Revolving Commitment Percentagesuch Lender’s Ratable Portion of such Swing Loan. If such amount is not in fact made available by such Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover such amount on demand from such Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (g) below. From and after the date, if any, date on which any Lender holding is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (e) above with respect to any Swing Loans purchased hereunderLoan or purchases an undivided participation interest in a Swing Loan pursuant to clause (f) above, Agent the Swing Loan Lender shall promptly distribute to such Lender its Revolving Commitment Percentage such Lender’s Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22e) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (f) above.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreementhereof, and in order if necessary to minimize meet the transfer of funds between Lenders and Agent for administrative convenienceBorrower’s funding deadlines, Agent, Lenders holding Revolving Commitments and PNC agrees to make Swing Loan Lender agree that in order Loans to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable Borrower at any time for any reason whatsoeveron or prior to the Maturity Date, make swing loan advances (“Swing Loans”) available not to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in exceed an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit $40,000,000.00, or (ii) the Formula Amountdifference between the Total Commitment and the sum of the aggregate Revolving Credit Exposures, and the aggregate Competitive Bid Loans. All Except as otherwise provided herein, Swing Loans shall be Domestic Rate constitute Loans onlyfor all purposes hereunder. Borrowers may borrow Notwithstanding the foregoing, the aggregate amount of all Loans (at the option and election of Swing Loan Lender)including, repay and reborrow (at the option and election of Swing Loan Lender) without limitation, all Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans all Competitive Bid Loans) shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable not at any time for any reason whatsoever exceed the difference between the Total Commitment and the making of Swing Loans by LC Exposure. Each request for a Swing Loan Lender from time shall be in an amount at least equal to time shall not create $1,000,000.00 and equal to a multiple of $100,000.00. If necessary to meet the Borrower’s funding deadlines, the Agent may treat any duty or obligation, or establish any course of conduct, pursuant to which Swing Request for Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, Loan from PNC and PNC may advance same day funds to Borrowers fund it as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, . Within two (2) Business Days after each Swing Loan is funded, PNC shall request that each Lender, and each Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that shall, on the third (3rd) Business Day after such request is made, purchase a portion of any one or more Swing Loans in an amount equal to that Lender’s Percentage of such Swing Loans by funding under such Lender’s Revolving Note, such purchase to be made in accordance with the applicable conditions set forth in terms of Section 8.2 of this Agreement have 2.1(b) just as if the Lender were funding directly to the Borrower under its Revolving Note (such that all Lenders other than PNC shall fund only under their respective Revolving Note and not been satisfied or under the Revolving Commitments have been terminated for any reason. (c) Upon Swing Loan Note). Unless the making of Agent knew when PNC funded a Swing Loan that the Borrower had not satisfied the conditions in this Agreement to obtain a Loan, each Lender’s obligation to purchase an interest in the Swing Loans shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (whether before i) any set-off, counterclaim, recoupment, defense or after other right which such Lender or any other Person may have against PNC or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default and regardless or the termination of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation Commitment; (iii) any adverse change in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment the condition (taking into account any reallocations under Section 2.22financial or otherwise) of the Maximum Undrawn Amount Borrower or any of all outstanding Letters of Credit.its Subsidiaries; (iv) any breach of

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made may in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances loans (“each a "Swing Loans”Loan") otherwise available to Borrowers as provided for in this Section 2.4 at any time or the Borrower under the Facility from time to time after on any Business Day during the period from the date hereof to, but not including, until the expiration of the Term, Revolving Credit Termination Date in an aggregate principal amount up to but not in excess of at any time outstanding (together with the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and any other loans made by the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at Lender hereunder in its capacity as a Lender or the option and election of Swing Loan Lender) Swing Loans at any time not to exceed the lesser of $20,000,000 and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable 's Ratable Portion of the Available Credit at any time for any reason whatsoever and such time; provided, however, that the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter not make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall be obligated entitled to make rely on the most recent Borrowing Base Certificate delivered to the Administrative Agent. Each Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days of its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this Section 2.3(a) amounts of Swing Loans in the futurerepaid may be reborrowed under this Section 2.3(a). (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy to the contrary provided for hereinAdministrative Agent a duly completed request setting forth the date, the requested amount and date of the Swing Loan (a "Swing Loan Request"), to be received by the Administrative Agent not later than 12:00 p.m. (New York City time) on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make of the details of the requested Swing Loans if Loan. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by shall make a Swing Loan available to the Administrative Agent which will make such amounts available to the Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from any Lender or by Required Lenders the Administrative Agent (if a Person other than the Swing Loan Lender) that one or more of the applicable conditions precedent contained in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall not on such date be satisfied, and ending when such conditions are satisfied or waived. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 3.2 (Conditions Precedent to Each Loan and Letter of this Agreement Credit) hereof have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon The Swing Loan Lender shall notify the making Administrative Agent in writing (which may be by telecopy) weekly, by no later than 10:00 a.m. (New York City time) on the first Business Day of each week, of the aggregate principal amount of its Swing Loans then outstanding. (d) The Swing Loan Lender may demand at any time during the continuance of an Event of Default that each Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in subsection (e) below, such Lender's Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (e) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. (New York City time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Lender's Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive) provided that the Swing Loan Lender has not received the notice referred to in the penultimate sentence of clause (b) above prior to any such Swing Loan (whether and the condition referred to in such notice has not been waived in accordance with this Agreement), each Lender shall, before or after 11:00 a.m. (New York City time) on the Business Day next succeeding the date of such Lender's receipt of such written demand, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such demand. Upon such payment by a Lender, such Lender shall, except as provided in clause (f) below, be deemed to have made a Revolving Loan to the Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the Borrower shall repay such Swing Loan on demand. (f) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 9.1(f), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Lender's Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in proportion immediately available funds, an amount equal to its Revolving Commitment Percentagesuch Lender's Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (g) below. From and after the date, if any, date on which any Lender holding is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (e) above with respect to any Swing Loans purchased hereunderLoan or purchases an undivided participation interest in a Swing Loan pursuant to clause (f) above, Agent the Swing Loan Lender shall promptly distribute to such Lender its Revolving Commitment Percentage such Lender's Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22e) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (f) above.

Swing Loans. (a) Subject to In lieu of making Revolving A Loans, the Swing Line Lender, in its sole discretion, on the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, may make swing loan advances loans (each a “Swing LoansLoan”) available to Borrowers as provided for in this Section 2.4 at any time or Borrower from time to time after until the date hereof to, but not including, the expiration of the Term, Revolving A Loan Maturity Date as provided herein in an aggregate principal amount up not to but not in excess of exceed at any time outstanding the Maximum Swing Loan Advance AmountAvailable Credit. Each Swing Loan shall be made and repaid upon such notice as the Swing Line Lender and Borrower shall agree, provided except that the outstanding aggregate principal amount of Swing Loans and may be made automatically (A) pursuant to certain cash management arrangements made from time to time by Borrower with Administrative Agent and/or (B) for the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amountpurposes described in Section 2.2(e). All Swing Loans shall be Domestic Base Rate Loans onlyand may, at Swing Line Lender’s option, be evidenced by a promissory note. Borrowers may borrow (at Borrower shall repay the option outstanding principal balance of the Swing Loans, together with all accrued and election of Swing unpaid interest and related fees on the Revolving A Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement DatesMaturity Date. All interest due on the Swing Loans shall be evidenced by a secured promissory note (payable to the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Line Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either On the first Business Day of each week, the Swing Loans outstanding as of the end of the immediately preceding Business Day shall be converted to Revolving A Loans, unless the amount outstanding was less than $10,000,000 (iin which event, such Swing Loans shall remain as Swing Loans). By 9:00 a.m. (Pacific Time) any request by Borrowing on the first Business Day of each week in which such a conversion is to occur, Administrative Agent for a shall notify each Lender of the principal amount of such outstanding Swing Loans and each Lender’s Revolving Advance made pursuant A Loan Commitment Percentage thereof. Each Lender shall, before 11:00 a.m. (Pacific Time) on such Business Day, make available to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may electAdministrative Agent, in immediately available funds, the amount of its sole discretion, to have Revolving A Loan Commitment Percentage of such request or deemed request treated as a request for a principal amount of such Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reasonLoans. (c) Upon At any time upon the making request of a the Swing Loan (whether before Line Lender to Administrative Agent that some or after all of the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect Swing Loans be converted to such Swing Loan)Revolving A Loans, then, on the next Business Day, Administrative Agent shall notify each Lender holding a of the principal amount of Swing Loans SECOND AMENDED AND RESTATED CREDIT AGREEMENT outstanding as of 9:00 a.m. (Pacific Time) on such Business Day (or of the principal amount of the Swing Loans which Swing Line Lender desires to be converted) and each Lender’s Revolving A Loan Commitment shall be deemedPercentage thereof. Each Lender shall, without further action by any party heretobefore 9:00 a.m. (Pacific Time) on the next Business Day, make available to have unconditionally and irrevocably purchased from Swing Loan LenderAdministrative Agent, without recourse or warrantyin immediately available funds, an undivided interest and participation in such Swing Loan in proportion to the amount of its Revolving Commitment Percentage. Swing A Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of such principal and interest and all proceeds of Collateral received by Agent in respect amount of such Swing Loan; provided that no Loans. (d) Upon any payment by a Lender holding pursuant to Section 2.2(b) or (c), such Lender shall be deemed to have made a Revolving Commitment A Loan as a Base Rate Loan to Borrower, notwithstanding any failure by Borrower to satisfy the conditions contained in Section 5.2 (without regard to the minimum amount of Base Rate Loans). Administrative Agent shall use such funds to repay the principal amount of Swing Loans to the Swing Line Lender. With respect to the Swing Loans, after receipt of payment of principal or interest thereon, Administrative Agent will promptly distribute the same to the Swing Line Lender at its Applicable Lending Office. (e) Xxxxxxx and Borrower agree that Swing Loans may be obligated in any event made to make Revolving Advances in an amount in excess allow Administrative Agent to pay each Lender its share of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of fees, interest and other amounts due hereunder to the Maximum Undrawn Amount of all outstanding Letters of Creditextent such fees, interest and other amounts are then due and payable.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof TenthSixteenth Amendment Effective Date to, but not including, the expiration of the TermMaturity Date, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow re-borrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured fourth amended and restated promissory note by Borrowers in favor of Swing Loan Lender substantially in the form attached as Exhibit 2.4(a) hereto (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) belowhereof. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.222.22 hereof) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made may in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances loans in Dollars (“each a "Swing Loans”Loan") otherwise available to Borrowers as provided for in this Section 2.4 at any time or the Borrower under the Facility from time to time after on any Business Day during the period from the date hereof to, but not including, until the expiration of the Term, Termination Date in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for outstanding at any reason whatsoever and time not to exceed the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligationAvailability; provided, or establish any course of conducthowever, pursuant to which that the Swing Loan Lender shall thereafter not make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall be obligated entitled to make rely on the most recent Borrowing Base Certificate delivered to the Administrative Agent. Each Swing Loan shall be a Base Rate Loan and must be repaid in full within one Business Day of any demand by the Swing Loan Lender therefor and shall in any event mature and become due and payable on the Termination Date. Within the limits set forth in the first sentence of this Section 2.3(a), amounts of Swing Loans in the futurerepaid may be reborrowed under this Section 2.3(a). (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy (or forward by electronic mail or similar means) to the contrary provided for hereinAdministrative Agent a duly completed request, in substantially the form of Exhibit C, setting forth the date, the requested amount and date of the Swing Loan (a "Swing Loan Request"), to be received by the Administrative Agent not later than 1:00 P.M. (New York City time) on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make of the details of the requested Swing Loans if Loan. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by shall make a Swing Loan available to the Administrative Agent which will make such amounts available to the Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Lender that one or more of the applicable conditions precedent contained in Section 3.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 3.2 hereof have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender shall notify the Administrative Agent in writing (which may be by telecopy or electronic mail) weekly, by no later than 10:00 A.M. (New York City time) on the first Business Day of each week, of the aggregate principal amount of its Swing Loans then outstanding. (d) The Swing Loan Lender may demand at any time that each Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (e) below, such Lender's Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (e) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 P.M. (New York City time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Lender's Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Lender shall, before or after 11:00 A.M. (New York City time) on the Business Day next succeeding the date of such Lender's receipt of such written statement, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Lender, such Lender shall, except as provided in clause (g) below, be deemed to have made a Revolving Loan to the Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the Borrower shall repay such Swing Loan on demand. (f) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 9.1(e), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Lender's Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in proportion immediately available funds, an amount equal to its Revolving Commitment Percentagesuch Lender's Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (g) below. From and after the date, if any, date on which any Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (e) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (f) above, Agent the Swing Loan Lender shall promptly distribute to such Lender its Revolving Commitment Percentage such Lender's Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22e) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (f) above.

Swing Loans. (a) Subject to all of the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this AgreementAgreement (including, Swing Loan Lender maywithout limitation, at its election Section 5.1 and option made in its sole discretion cancelable at any time for any reason whatsoever5.2 hereof), make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time on or after the date hereof toEffective Date and during the Swing Loan Availability Period, but not including, the expiration of the Term, Wxxxx Fargo shall make loans under this Section 2.1(b) to Borrower in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding up to but not exceeding $20,000,000. Swing Loans shall constitute “Loans” for all purposes hereunder, except that such Swing Loans shall not be considered a utilization of the Commitment of Wxxxx Fargo or any other Revolving Loan Lender for purposes of calculating commitment fees hereunder. Notwithstanding the foregoing sentence, the aggregate amount of all Loans (including, without limitation, all Swing Loans) plus all Letter of Credit Liabilities shall not at any time exceed the then-current aggregate amount of the Commitments. Subject to the conditions in this Agreement, any Swing Loan repaid prior to the Revolving Loan Termination Date may be reborrowed pursuant to the terms of this Agreement; provided, that any and all such Swing Loans shall be due and payable in full at the end of the Swing Loan Availability Period. At any time, upon the request of Wxxxx Fargo, each Revolving Loan Lender (other than Wxxxx Fargo) shall, on the first Business Day after such request is made, purchase a participating interest in any one or more Swing Loans made in accordance with the first sentence of this Section 2.1(b) in an amount equal to the lesser its Revolving Loan Commitment Percentage of (i) the Maximum such Swing Loans. Each Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided will immediately transfer to Wxxxx Fargo, in this Section 2.4 during immediately available funds, the period between Settlement Datesamount of its participation. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Whenever, at any time after Wxxxx Fargo has received from any Revolving Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Lender such Revolving Loan Lender’s agreement participation in a Swing Loan, Wxxxx Fargo receives payment on account thereof, Wxxxx Fargo will distribute to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing such Revolving Loan Lender from its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Loan Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by Wxxxx Fargo is required to time be returned, such Revolving Loan Lender will return to Wxxxx Fargo any portion thereof previously distributed by Wxxxx Fargo to it. Each Revolving Loan Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not create be affected by any duty or obligationcircumstance, or establish any course of conductincluding, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either without limitation, (i) any request by Borrowing Agent set-off, counterclaim, recoupment, defense of other right which such Revolving Loan Lender or any other Person may have against Wxxxx Fargo or any other Person for a Revolving Advance made pursuant to Section 2.2(a) or any reason whatsoever; (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence continuance of a Default or an Event of Default and regardless or the termination of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a any Commitment; (iii) any adverse change in the condition (financial or otherwise) of any Obligor or any other Revolving Commitment shall be deemed, without further action Loan Lender; (iv) any breach of this Agreement or any other Loan Document by any party hereto, to have unconditionally and irrevocably purchased from Swing Obligor or any other Revolving Loan Lender, without recourse or warranty(v) any other circumstance, an undivided interest and participation in such happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Loan, once so participated, shall cease to be a Swing Loan in proportion for the purposes of this Agreement, but shall be a Revolving Loan. Borrower, Agent and the Revolving Loan Lenders agree pursuant to Chapter 346, that Chapter 346 shall not apply to the Swing Note or any Swing Loan and that neither the Swing Note nor any Swing Loan shall be governed by Chapter 346 or subject to its Revolving Commitment Percentageprovisions in any manner whatsoever. Each Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Creditequal to $100,000 or a multiple thereof.

Swing Loans. (a) Subject to the terms and conditions set forth of this Agreement, upon request of Borrower, the Swing Loan Lender agrees to make one or more swing loans to Borrower from time to time from and including the Closing Date to but excluding the date that is five days prior to the Swing Loan Maturity Date, up to but not exceeding the amount of the Swing Loan Lender's Swing Loan Commitment as then in effect. (Such swing loans referred to in this Section 2.01(d) now or hereafter made by the Swing Loan Lender to Borrower from and including the Closing Date to but excluding the Swing Loan Maturity Date are hereinafter collectively called the "Swing Loans.") Prior to the Swing Loan Maturity Date, Borrower may borrow, repay and reborrow Swing Loans up to the Swing Loan Commitment in accordance with the terms of this Agreement. The Swing Loan Lender shall not make any Swing Loans on or after the Swing Loan Maturity Date. Notwithstanding anything to the contrary contained in this Section 2.01(d) or elsewhere in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree shall not be obligated, pursuant to this Section 2.01(d) or otherwise, to make any Swing Loan to or for the account of Borrower, and Borrower shall not be entitled to borrow, pursuant to this Section 2.01(d), if, after giving full effect to the requested Swing Loan, the aggregate outstanding amount of Revolving Credit Loans, plus the aggregate outstanding amount of Swing Loans, plus the aggregate outstanding Letter of Credit Liabilities would exceed the aggregate amount of the Revolving Credit Commitments as in effect at such time. Notwithstanding anything herein or elsewhere to the contrary, the Swing Loans will be made and maintained only as ABR Loans. The Swing Loan Lender shall not make any Swing Loan after receiving a written notice from Borrower or the Majority Revolving Credit Lenders stating that a Default exists and is continuing until such time as the Swing Loan Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice, (ii) the waiver of such Default by the Majority Lenders, or (iii) the Administrative Agent's good faith determination that such Default has ceased to exist. Swing Loans shall be made in minimum amounts of $100,000 and integral multiples of $50,000 above such amount. Upon the occurrence of a Default, each Revolving Credit Lender shall be deemed to have purchased (and each Revolving Credit Lender hereby irrevocably agrees to purchase on a pro rata basis (based upon each Revolving Credit Lender's Revolving Credit Commitment)) an irrevocable participation in all outstanding Swing Loans, together with all accrued interest thereon, without any further action by or on behalf of the Swing Loan Lender, any other Lender, Borrower or any other Person. Upon one Business Day's notice from the Swing Loan Lender, each other Revolving Credit Lender shall deliver to the Swing Loan Lender an amount equal to its respective participation in such Swing Loan (as determined pursuant to the immediately preceding sentence) in cash. In order to facilitate evidence such participation, each Revolving Credit Lender agrees to enter into a participation agreement at the administration request of the Swing Loan Lender in form and substance satisfactory to the Swing Loan Lender and the Revolving Credit Lender. If any Revolving Credit Lender fails to make available to the Swing Loan Lender the amount of such Revolving Credit Lender's participation as provided in this paragraph, the Swing Loan Lender shall be entitled to recover such amount on demand from such Revolving Credit Lender, together with interest thereon at the Federal Funds Rate until such amount is paid in full in cash. In the event the Swing Loan Lender receives a payment from Borrower or any other Obligor of any amount in which the Revolving Credit Lenders have purchased participations as provided in this paragraph, the Swing Loan Lender shall promptly distribute to each Revolving Credit Lender its pro rata share of such payment. In the event that any portion of any Swing Loan is not repaid when due, the Swing Loan Lender shall promptly notify the Administrative Agent and the Administrative Agent shall promptly, and in no event later than 1:00 p.m., New York time, two Business Days after its receipt of such notice, notify each Revolving Credit Lender in writing of the unreimbursed amount of such Swing Loan and of such Revolving Credit Lender's percentage of such unreimbursed amount (to be pro rata based upon the Revolving Credit Commitments). Each of the Revolving Credit Lenders shall make a Revolving Credit Loan in an amount equal to such percentage of the unreimbursed amount of such Swing Loan, together with accrued unpaid interest thereon (to the extent that there is availability under the Revolving Credit Commitments), and pay the proceeds thereof, in immediately available funds, directly to the Administrative Agent for the account of the Swing Loan Lender, not later than 1:00 p.m., New York time, on the next Business Day after the date such Revolving Credit Lender is notified by the Administrative Agent. Revolving Credit Loans made by the Lenders to repay unreimbursed Swing Loans pursuant to this subsection shall constitute Revolving Credit Loans hereunder, initially shall be ABR Loans and shall be subject to all of the provisions of this Agreement concerning Revolving Credit Loans, except that such Revolving Credit Loans shall be made upon demand by the Administrative Agent as set forth above rather than upon notice by Borrower, and shall be made, notwithstanding anything in this Agreement to the contrary, without regard to satisfaction -35- of conditions precedent to the making of Revolving Credit Loans set forth in Section 7.02 of this Agreement; provided, however that no Lender shall be obligated to make such Revolving Credit Loans if, prior to the date of the borrowing of the Swing Loan to be refunded, the Swing Loan Lender mayhad received written notice from the Administrative Agent or any Lender of the existence and continuance of a Default or an Event of Default. Anything contained in this Agreement or otherwise to the contrary notwithstanding, at its election (A) each Revolving Credit Lender's obligation to comply with this paragraph shall be absolute and option made in its sole discretion cancelable at unconditional and shall not be affected by any time circumstances, including, without limitation, (1) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may now or hereafter have against the Swing Loan Lender, Borrower or any other Person for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii2) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence continuation of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan(except as set forth in this paragraph), each Lender holding a Revolving Commitment shall be deemed(3) any Material Adverse Change in the condition of any Company, without further action (4) any breach or default of this Agreement or any of the Security Documents by any party heretoPerson, or (5) any other circumstance, happening or event whatsoever, whether or not similar to have unconditionally any of the foregoing, and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. (B) the Swing Loan Lender or Agent may, at shall not have any time, require the Lenders holding Revolving Commitments obligation to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in make any Swing Loans purchased hereunder, Agent shall promptly distribute if (1) Borrower fails for whatever reason to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in satisfy any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Creditconditions precedent set forth in Section 7.02 or (2) any Revolving Credit Lender fails for whatever reason to comply with its obligations under this Section 2.01(d).

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of The Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, on the terms and subject to the conditions contained in this Agreement, may make advances in Dollars to U.S. Operating Co. (each a “Swing Loan”) from time to time on any Business Day during the period from the Effective Date until the Business Day preceding the Termination Date in an amount not to exceed at any time outstanding the Swing Loan Availability at such time; provided, however, that no Swing Loan shall be made unless the conditions precedent set forth in Section 3.3 shall have such request or deemed request treated as a request for a been satisfied; and provided further, however, that, after giving effect to any requested Swing Loan, the aggregate principal amount of all Revolving Credit Loans and Swing Loans outstanding at such time and all Letter of Credit Obligations outstanding at such time may advance same day funds not exceed the lesser of (A) the Revolving Credit Commitments of the Revolving Credit Lenders at such time and (B) the Borrowing Base at such time. All Swing Loans made to U.S. Operating Co. shall be made as Base Rate Loans. The Swing Loan Lender shall be entitled to rely on the most recent Borrowing Base Certificate of the Borrowers as delivered to the Swing Loan Lender. Within the limits set forth above, Swing Loans repaid may be reborrowed under this Section 2.19. (b) Each Borrowing of a Swing Loan; provided that notwithstanding anything Loan by U.S. Operating Co. shall be made on notice given by U.S. Operating Co. to the contrary Swing Loan Lender not later than 3:00 P.M. (Charlotte, North Carolina, time) on the day of the proposed Borrowing specifying the amount thereof, and the amount thereof shall be made available to U.S. Operating Co. by the Swing Loan Lender at the address of the Swing Loan Lender notified by it to U.S. Operating Co. (c) The Swing Loan Lender shall notify the Agent in writing (which may be by telecopy) weekly, by no later than 10:00 A.M. (Charlotte, North Carolina, time) on the first Business Day of each week, of the aggregate principal amount of the Swing Loans made to U.S. Operating Co. then outstanding, and each Revolving Credit Lender shall, at such times and in the manner provided in subsection (e) below, pay to the Agent, for hereinthe account of the Swing Loan Lender, such Revolving Credit Lender’s Ratable Portion of such outstanding Swing Loans. (d) The Swing Loan Lender may not make demand that each Revolving Credit Lender pay to the Agent, for the account of the Swing Loan Lender, in the manner provided in subsection (e) below, such Revolving Credit Lender’s Revolving Credit Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans if Swing Loan demanded to be paid. (e) The Agent shall forward each notice referred to in subsection (c) above and each demand referred to in subsection (d) above to each Revolving Credit Lender has been notified on the day such notice or such demand is received by the Agent (except that any such notice or demand received by Required the Agent after 2:00 P.M. (Charlotte, North Carolina, time) on any Business Day or received on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders that one or more by the Agent until the next succeeding Business Day), together with a statement prepared by the Agent specifying the amount of each Revolving Credit Lender’s Revolving Credit Ratable Portion of the applicable aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments 3.3 shall have been terminated satisfied, all Swing Loans demanded to be paid pursuant to subsection (d) above each Revolving Credit Lender shall, before 11:00 A.M. (Charlotte, North Carolina, time) on the Business Day next succeeding the date of such Revolving Credit Lender’s receipt of such written statement, make available to the Agent, at the Payment Office for Dollars and in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall be deemed to have made a Revolving Credit Loan to the U.S. Operating Co. in the amount of such payment. The Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any reasonRevolving Credit Lender fails to make such payment available to the Agent for the account of the Swing Loan Lender, U.S. Operating Co. shall repay such Swing Loan on demand. (cf) Upon the making of a Swing Loan (whether before or after occurrence and during the occurrence continuance of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 8.1(e), each Revolving Credit Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Revolving Credit Lender pursuant to subsection (e) above, which participation shall be in a principal amount equal to such Revolving Credit Lender’s Revolving Credit Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Revolving Credit Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to subsection (e) above, in proportion immediately available funds, an amount equal to its such Revolving Commitment PercentageCredit Lender’s Revolving Credit Ratable Portion of such Swing Loan and in the currency thereof. If such amount is not in fact made available by such Revolving Credit Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for three Business Days and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (g) below. From and after the date, if any, date on which any Revolving Credit Lender holding is deemed to have made a Revolving Commitment is required Credit Loan pursuant to fund, and funds, its participation in subsection (e) above with respect to any Swing Loans purchased hereunderLoan or purchases an undivided participation interest in a Swing Loan pursuant to subsection (f) above, Agent the Swing Loan Lender shall promptly distribute to such Revolving Credit Lender its such Revolving Commitment Percentage Credit Lender’s pro rata share of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit2.16.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, shall make swing loan advances loans (each a “Swing LoansLoan”) available to the Euro Borrowers as provided for in this Section 2.4 at any time or from time to time after on any Business Day during the period from the date hereof to, but not including, until the expiration of the Term, Revolving Credit Termination Date. Such Swing Loans shall be denominated in any Alternate Currency and in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding the Dollar Equivalent of which shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender)Sublimit; provided, repay and reborrow (however, that at no time shall the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “any Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its the Dollar Equivalent of the Available Credit. Each Swing Loan must be paid in full upon any Revolving Commitment Amount minus its Participation Commitment Credit Borrowing by the applicable Euro Borrower hereunder and shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (taking into a), amounts of Swing Loans repaid may be reborrowed under this clause (a). (b) In order to request a Swing Loan, a Borrower shall telecopy (or forward by electronic mail or similar means) to the Swing Loan Lender a duly completed request in substantially the form of Exhibit I (Form of Swing Loan Request), setting forth the requested amount, currency and date of such Swing Loan (a “Swing Loan Request”), to be received by the Swing Loan Lender not later than 1:00 p.m. (New York time) on the day of the proposed borrowing. Subject to the terms of this Agreement, the Swing Loan Lender may make, on the date of the relevant Swing Loan Request, a Swing Loan available to the Euro Borrower specified in such Swing Loan Request. The Swing Loan Lender shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) have been satisfied in connection with the making of any Swing Loan. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION (c) The Swing Loan Lender may demand at any time that each Revolving Credit Lender pay in Dollars to the Administrative Agent, for the account any reallocations under Section 2.22of the Swing Loan Lender, in the manner provided in clause (d) below, such Revolving Credit Lender’s Ratable Portion of all or a portion of the Dollar Equivalent of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of the Swing Loans demanded to be paid and the Dollar Equivalent (as determined by the Swing Loan Lender) of such outstanding principal amount if such Swing Loans are denominated in an Alternate Currency. (d) The Administrative Agent shall forward each demand referred to in clause (c) above to each Revolving Credit Lender on the Maximum Undrawn Amount day such demand is received by the Administrative Agent (except that any such demand received by the Administrative Agent after 2:00 p.m. (New York time) on any Business Day or on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount in Dollars of all outstanding Letters each Revolving Credit Lender’s Ratable Portion of Credit.the Dollar Equivalent of the aggregate principal amount of the Swing Loans demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 (

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, make, in Dollars, loans (each a "Swing Loan") otherwise available to have the Borrower under the Facility from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding not to exceed the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. Each Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). (b) In order to request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy (or forward by electronic mail or similar means) to the contrary provided for hereinAdministrative Agent a duly completed request in substantially the form of Exhibit D (Form of Swing Loan Request), setting forth the requested amount and date of such Swing Loan (a "Swing Loan Request"), to be received by the Administrative Agent and the Swing Loan Lender not later than 1:00 p.m. (New York time) on the day of the proposed borrowing. Subject to the terms of this Agreement, the Swing Loan Lender may not make a Swing Loans if Loan available to the Administrative Agent and, in turn, the Administrative Agent shall make such amounts available to the Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender has been notified by shall not make any Swing Loan during the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Revolving Credit Lender that one or more of the applicable conditions precedent contained in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 3.2 (Conditions Precedent to Each Loan and Letter of this Agreement Credit) have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender shall notify the Administrative Agent in writing (whether before which writing may be a telecopy or after electronic mail) weekly, by no later than 10:00 a.m. (New York time) on the first Business Day of each week, of the aggregate principal amount of any Swing Loan then outstanding. (d) The Swing Loan Lender may demand at any time that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (e) below, such Revolving Credit Lender's Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid and upon the occurrence of a Default or an Event of Default and regardless under Section 9.1(f) (Events of whether a Settlement has been requested with respect to such Swing LoanDefault), each Revolving Credit Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderimmediately acquire, without recourse or warranty, an undivided interest and participation in the Swing Loan, by payment to the Administrative Agent, in immediately available funds, of an amount equal to such Revolving Credit Lender's Ratable Portion of such Swing Loan pursuant to clause (e) below. (e) The Administrative Agent shall forward each notice referred to in proportion clause (b) above and each demand referred to its in clause (d) above to each Revolving Commitment PercentageCredit Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. (New York time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Revolving Credit Lender's Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Sections 3.2 (Conditions Precedent to Each Loan and Letter of Credit) and 2.1 (The Revolving Credit Commitments) shall have been satisfied (which conditions precedent the Revolving Credit Lenders hereby irrevocably waive), each Revolving Credit Lender shall, before 11:00 a.m. (New York time) on the Business Day next succeeding the date of such Revolving Credit Lender's receipt of such notice (other than any notice delivered under clause (b) above) or demand, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall, except upon the occurrence of an Event of Default under Section 9.1(f) (Events of Default), be deemed to have made a Revolving Loan to the Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Revolving Credit Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the Borrower shall repay such Swing Loan on demand and such Lender, during the period of such failure, shall be deemed a Non Funding Loan. If all or part of such amount is not in fact made available by such Revolving Credit Lender to the Swing Loan Lender or Agent mayon such date, such Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Revolving Credit Lender, together with interest accrued from such date at any time, require the Lenders holding Federal Funds Rate for the first Business Day after such payment was due FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY and thereafter at the rate of interest then applicable to the Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(dLoans that are Base Rate Loans. (f) below. From and after the date, if any, date on which any Revolving Credit Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (e) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (d), Agent the Swing Loan Lender shall promptly distribute to such Revolving Credit Lender its such Revolving Commitment Percentage Credit Lender's Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Lender holding Loan other than those received from a Revolving Commitment shall be obligated in any event Credit Lender pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22e) of the Maximum Undrawn Amount of all outstanding Letters of Creditabove.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Revolving Lenders and Agent for administrative convenience, Agent, Revolving Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances denominated in U.S. Dollars (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof Closing Date to, but not including, the expiration last day of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount Amount, less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow re-borrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a)2.4 hereto. Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Revolving Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Revolving Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) belowhereof. From and after the date, if any, on which any Revolving Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Revolving Lender its Revolving Commitment Percentage ​ of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Revolving Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.222.22 hereof) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. As of the Restatement Date, PNC is the sole Lender hereunder. If at any time after the Restatement Date, one or more additional Lenders shall be party to this Agreement, from and after such date and so long as there shall be more than one Lender, the following provisions of this Section 2.4 (and provisions contained elsewhere in this Agreement with respect to Swing Loans and the Swing Loan Lender, including without limitation, Section 2.6 hereof) shall apply (it being understood and agreed that until such time and only during such times as there shall be more than one Lender, the provisions of this Agreement with respect to Swing Loans and the Swing Loan Lender shall have no application): (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount Amount, less Reserves established hereunder, less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a)and substance satisfactory to Agent and Swing Loan Lender. Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future.future 147420493 (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that shall make, in order to facilitate the administration of this AgreementDollars, Swing Loan Lender mayloans (each, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (a “Swing LoansLoan”) otherwise available to Borrowers as provided for in this Section 2.4 at any time or the Borrower under the Revolving Facility from time to time after on any Business Day during the date hereof to, but not including, period from the expiration of Effective Date until the Term, Revolving Credit Termination Date in an aggregate principal amount up to but not in excess of at any time outstanding (together with the Maximum Swing Loan Advance Amount, provided that the aggregate outstanding aggregate principal amount of Swing Loans and any other Loan made by the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at Lender hereunder in its capacity as the option and election of Swing Loan Lender) not to exceed the Swing Loans and Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “any Swing Loan Note”) substantially to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit; provided further that in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and event that the making of Swing Loans by Swing Loan Lender from time to time shall and the Administrative Agent are not create any duty or obligationthe same Person, or establish any course of conduct, pursuant to which then the Swing Loan Lender shall thereafter only make a Swing Loan after having given prior notice thereof to the Administrative Agent; provided further that the Swing Loan Lender shall not be obligated required to make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender unless, after giving effect to the requested Swing Loan, there would exist no Fronting Exposure (in the good faith determination of the Swing Loan Lender and the Administrative Agent). Each Swing Loan shall be a Base Rate Loan and must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date (without giving effect to any extensions of the type referred to in the proviso to Section 12.1(b) hereof). Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans in the futurerepaid may be reborrowed under this clause (a). (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy (or forward by electronic mail or similar means) to the contrary provided for hereinAdministrative Agent a duly completed request in substantially the form of Exhibit D, setting forth the requested amount and date of such Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 1:00 p.m. on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make of the details of the requested Swing Loans if Loan. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by shall make a Swing Loan available to the Administrative Agent and, in turn, the Administrative Agent shall make such amounts available to the Borrower as promptly as reasonably practicable on the date set forth in the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan (other than a Protective Advance) in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Lender that one or more of the applicable conditions precedent contained in Section 4.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 4.2 have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender may demand at any time (and shall demand, not less frequently than weekly unless such Swing Loan is repaid in accordance with Section 2.3(a) hereof), that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (d) below, such Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (d) The Administrative Agent shall forward each demand referred to in clause (c) above to each Revolving Credit Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. on any Business Day or any such notice or demand received on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Revolving Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Sections 4.2 and 2.1 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Lender shall, before 11:00 a.m. on the Business Day next succeeding the date of such Xxxxxx’s receipt of such notice or after demand, make available to the Administrative Agent, in Same Day Funds in Dollars, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Lender shall, except as provided in clause (e) below, be deemed to have made a Revolving Loan to the Borrower in the amount of such payment. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. (e) Upon the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 10.1(f), each Revolving Credit Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Lender pursuant to clause (d) above, which participation shall be in a principal amount equal to such Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (d) above, in proportion Same Day Funds, an amount equal to its Revolving Commitment Percentagesuch Lender’s Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (f) below. From and after the date, if any, date on which any Revolving Credit Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (d) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (e) above, Agent the Swing Loan Lender shall promptly distribute to such Lender its Revolving Commitment Percentage such Lender’s Ratable Portion of all payments of principal and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22d) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (e) above.

Swing Loans. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth in this Agreementforth, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Revolving Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender)borrow, repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (ix) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (iiy) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Revolving Commitments Lenders to make Revolving Advances hereunder have been terminated for any reasonreasons. (c) Upon the making of a Swing Loan Advance (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Revolving Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Revolving Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) belowtheir participations. From and after the date, if any, on which any Revolving Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Revolving Lender its Revolving Commitment Credit Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Revolving Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) Ratable Share of the Maximum Undrawn Amount of all outstanding Letters of Credit. Agent, on behalf of Swing Loan Lender, shall demand settlement (a “Settlement”) with Revolving Lenders on at least a weekly basis or on any more frequent date that Agent elects or Swing Loans Lender at its option exercisable for any reason whatsoever may request, by notifying Revolving Lenders of such requested Settlement by facsimile, telephone or electronic transmission no later than 12:00 Noon on the date of such requested Settlement (the “Settlement Date”). Each Revolving Lender shall transfer the amount of such Revolving Lender’s Ratable Share of the outstanding principal amount of the applicable Swing Loan (plus, if Swing Loan Lender so requests, accrued interest thereon) with respect to which Settlement is requested to Agent, to such account of Agent as Agent may designate, not later than 3:00 p.m. on such Settlement Date. Revolving Advances made pursuant to the preceding sentences shall bear interest at the interest rate applicable to Revolving Advances consisting of Domestic Rate Loans and shall be deemed to have been properly requested in accordance with Section 2.2(a) without regard to any of the requirements of that provision; provided that , Settlements may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent set forth in Section 8.2 have then been satisfied or the revolving credit commitments of the Revolving Lenders hereunder shall have otherwise been terminated at such time. Such amounts transferred to Agent shall be applied against the Swing Loans and shall constitute Revolving Advances of such Revolving Lenders. If any such amount is not transferred to Agent by any Revolving Lender on such Settlement Date, Swing Loan Lender shall be entitled to recover such amount on demand together with interest thereon as specified in Section 2.20(c)(ii).

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers Borrower as provided for in this Section 2.4 at any time or from time to time after the date hereof Closing Date to, but not including, the expiration of the TermMaturity Date, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances Loans at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Loan Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula AmountCredit. All Swing Loans shall be Domestic Base Rate Loans only. Borrowers Borrower may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent Borrower for a Revolving Advance Loan made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers Borrower for a Revolving Advance Loan pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers Borrower as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 3.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment PercentagePro Rata Share thereof. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such 074658.16087/130783594v.4 participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances Loans in an amount in excess of the amount of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.222.9) of with respect to the outstanding Swing Loans and the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers Borrowing Agent, for the benefit of Borrower, as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the TermMaturity Date, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula AmountCredit. All Swing Loans shall be Domestic Rate Loans only. Borrowers Borrower may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers Borrower for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers Borrowing Agent, for the benefit of Borrower, as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 5.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.222.21) of with respect to the outstanding Swing Loans and the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (ai) In addition to the Loans, Agent shall, from time to time upon the request of the Borrower, if the applicable conditions precedent specified in Sections 4.01 and 4.02 have been satisfied, make loans (the "Swing Loans") to the Borrower in an aggregate amount which shall not exceed the Available Aggregate Commitment on such Business Day; provided that the aggregate amount of Swing Loans outstanding at any time shall not exceed $10,000,000; provided further that the sum of aggregate amount of Swing Loans outstanding at any time plus the Aggregate Outstanding Credit Exposure at such time shall not exceed the Aggregate Commitment at such time. Swing Loans shall constitute "Loans" for all purposes hereunder, except they shall be held by Agent and shall not be considered a utilization of the Aggregate Commitment hereunder for purposes of calculating fees hereunder. Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of all Swing Loans shall be made as Floating Rate Loans and may be borrowed, paid, or repaid and reborrowed pursuant to this Agreement and all such Swing Loans shall be due and payable in full on the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula AmountFacility Termination Date. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the futurebear interest based on applicable Floating Rate. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of At any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether time before or after the occurrence of a Default or an Event Unmatured Default, upon the request of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan)Agent or the Borrower through the Agent, each Lender holding a Revolving Commitment other than Agent shall be deemed, without further action by any party heretoPerson, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and Agent a participation in any one or more Swing Loans described in such notice in an amount equal to such Lender's Pro Rata Share of such Swing Loan Loans. The Agent shall notify each such Lender of the amount of such participation and such Lender will transfer to Agent on the next Business Day following such request, in proportion to immediately available funds, the amount of its Revolving Commitment Percentageparticipation. Swing Loan Lender or Agent mayWhenever, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and time after the date, if any, on which Agent has received from any Lender holding such Lender's participating interest in a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunderLoan, Agent shall promptly distribute receives from Borrower any payment on account thereof, Agent will pay to such Lender its Revolving Commitment Percentage participating interest in such amount (appropriately adjusted, in the case of all payments interest payments, to reflect the period of principal time during which such Lender's participating interest was outstanding and interest and all proceeds of Collateral funded) which payment shall be subject to repayment by such Lender if such payment received by Agent in respect of is required to be returned. Each Lender's obligation to purchase such Swing Loan; provided that no Lender holding a Revolving Commitment participating interests shall be obligated absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Unmatured Default or the termination of the Commitments; (C) any adverse change in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment the condition (taking into account any reallocations under Section 2.22financial or otherwise) of the Maximum Undrawn Amount Borrower or any other Person; (D) any breach of all outstanding Letters this Agreement by the Borrower or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of Creditthe foregoing. Each Swing Loan, once so participated by any Lender, shall cease to be a Swing Loan with respect to that amount for purposes of this Agreement but shall continue to be a Loan.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, make loans denominated in Dollars to have such request or deemed request treated the U.S. Borrower (each a "Swing Loan”), otherwise available to the U.S. Borrower under the Revolving Credit Facility from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate principal amount of any other Loan made by the Swing Loan Lender hereunder in its capacity as a Lender or Swing Loan Lender) not to exceed $35,000,000; provided, however, that the Swing Loan Lender shall not make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the then effective aggregate Revolving Credit Commitments. Each Swing Loan shall be a Base Rate Loan and must be repaid in full within five days after its making or, if sooner, upon any Revolving Credit Borrowing by the U.S. Borrower hereunder and shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). (b) In order to request for a Swing Loan, the U.S. Borrower shall telecopy (or forward by electronic mail or similar means) to the Administrative Agent a duly completed request in substantially the form of Exhibit D (Form of Swing Loan Request), setting forth the requested amount in Dollars and may advance same date of such Swing Loan (each a “Swing Loan Request”), to be received by the Administrative Agent not later than 1:00 p.m. (New York time) on the day funds to Borrowers as a of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender of the details of the requested Swing Loan; provided that notwithstanding anything . Subject to the contrary provided for hereinterms of this Agreement, the Swing Loan Lender may not make a Swing Loans if Loan available to the Administrative Agent and, in turn, the Administrative Agent shall make such amounts available to the U.S. Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender has been notified by shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Lender that one or more of the applicable conditions precedent contained in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 3.2 (Conditions Precedent to Each Loan and Letter of this Agreement Credit) have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reason.Swing Loan. Credit Agreement HLI Operating Company, Inc. Hxxxx Lemmerz Finance LLC — Luxembourg S.C.A. (c) Upon the making of a The Swing Loan Lender shall notify the Administrative Agent in writing (which writing may be a telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York time) on the first Business Day of each week, of the aggregate principal amount of its Swing Loans then outstanding. (d) The Swing Loan Lender may demand at any time that each U.S. Revolving Credit Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (e) below, such U.S. Revolving Credit Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (e) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each U.S. Revolving Credit Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. (New York time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the U.S. Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each U.S. Revolving Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied (which conditions precedent the U.S. Revolving Credit Lenders hereby irrevocably waive), each U.S. Revolving Credit Lender shall, before or after 12:00 p.m. (New York time) on the Business Day next succeeding the date of such U.S. Revolving Credit Lender’s receipt of such notice of demand, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a U.S. Revolving Credit Lender, such U.S. Revolving Credit Lender shall, except as provided in clause (f) below, be deemed to have made a Revolving Loan to the U.S. Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any U.S. Revolving Credit Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the U.S. Borrower shall repay such Swing Loan on demand. (f) Upon the occurrence of a Default or an Event under Section 9.1(f) (Events of Default and regardless of whether a Settlement has been requested with respect to such Swing LoanDefault), each U.S. Revolving Credit Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such U.S. Revolving Credit Lender pursuant to clause (e) above which participation shall be in a principal amount equal to such U.S. Revolving Credit Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such U.S. Revolving Credit Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in proportion immediately available funds, an amount equal to its such U.S. Revolving Commitment PercentageCredit Lender’s Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such U.S. Revolving Credit Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such U.S. Revolving Credit Lender together with interest accrued from such date at any timethe Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to Base Rate Loans. Credit Agreement HLI Operating Company, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(dInc. Hxxxx Lemmerz Finance LLC — Luxembourg S.C.A. (g) below. From and after the date, if any, date on which any U.S. Revolving Credit Lender holding (i) is deemed to have made a Revolving Commitment is required Loan pursuant to fund, and funds, its participation in clause (e) above with respect to any Swing Loans purchased hereunderLoan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (f) above, Agent the Swing Loan Lender shall promptly distribute to such U.S. Revolving Credit Lender its such U.S. Revolving Commitment Percentage Credit Lender’s Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a U.S. Revolving Credit Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22e) of the Maximum Undrawn Amount of all outstanding Letters of Creditor (f) above.

Swing Loans. (a) Subject to On the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Administrative Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after on any Business Day during the period from the date hereof toof this Agreement until the Maturity Date, but not including, make loans ("Swing Loans") under the expiration of Swing Note to the Term, Borrower in an aggregate principal amount up not to but not in excess of the Maximum Swing Loan Advance Amount, exceed $10,000,000.00 outstanding at any time; provided that the Outstanding Obligations of all Lenders shall not exceed the combined Commitments at any time. Subject to the other provisions of this Agreement, Borrower may from time to time borrow, prepay (in whole or in part and without premium or penalty), and re-borrow Swing Loans. Except as provided in the following clause (b), each Swing Loan and optional prepayment of a Swing Loan shall be made pursuant to telephone notice to Administrative Agent given no later that 1:00 p.m. (Houston, Texas time) on the date of the proposed Swing Loan or prepayment, promptly confirmed by a completed and executed Notice of Swing Loan Request or Prepayment in the form of the attached Exhibit F telecopied to Administrative Agent. Administrative Agent will make the Swing Loan available to Borrower, and Borrower will make the prepayment available to Administrative Agent, at Borrower's account with Administrative Agent. Each Swing Loan shall be a Base Rate Loan. (b) Borrower shall repay the outstanding aggregate principal amount of and all accrued and unpaid interest on each Swing Loans and Loan on the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser earlier of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or date 30 days after such Swing Loan is made and (ii) the Formula AmountMaturity Date. All Swing Loans Borrower and the Lenders agree that Administrative Agent may request each Lender to pay, and upon such a request made in accordance with the following sentence each Lender shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election pay, to Administrative Agent such Lender's Pro Rata Share of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make all outstanding Swing Loans as provided in this Section 2.4 during a Base Rate Loan under such Lender's Commitment (A) on each Wednesday, or if such Wednesday is not a Business Day on the period between Settlement Dates. All next Business Day after such Wednesday, on which the aggregate outstanding principal balance of all Swing Loans, after giving effect to all Swing Loans shall to be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever made on such day and the making notices of prepayments of Swing Loans by given for such day, is greater than or equal to $2,000,000.00, (B) on any Business Day on which a Swing Loan has been outstanding for 14 or more days, and (C) upon written request from Administrative Agent. In connection with any Loan to be made as contemplated by the foregoing sentence, Administrative Agent shall give each Lender from time a notice by 1:00 p.m. (Houston, Texas time) on the date the proposed Loan is to time shall not create any duty or obligationbe made, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans a Base Rate Loan in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance amount of its Pro Rata Share of the outstanding Swing Loans. All Loans made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed each request made by Borrowers for a Revolving Advance Administrative Agent pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, foregoing sentence shall be considered to have such request or deemed request treated as a request for a Swing Loanbe Borrowings, and may advance same day funds Borrower hereby irrevocably instructs Administrative Agent to Borrowers as a Swing Loan; provided that notwithstanding anything apply the proceeds of such Loans to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more prepayment of the applicable conditions set forth outstanding Swing Loans. Each Lender (including Administrative Agent) shall make its Pro Rata Share of each such Borrowing available to Administrative Agent in Section 8.2 immediately available funds by 3:00 p.m. (Houston, Texas time) on the date requested, irrespective of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless Default. (c) Upon the acceleration of whether a Settlement has been requested with respect the Maturity Date pursuant to such Swing Loan)this Agreement, each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, pay to have unconditionally and irrevocably purchased from Swing Loan Administrative Agent such Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount 's Pro Rata Share of all outstanding Letters Swing Loans as a Base Rate Loan under such Lender's Commitment, but in no event shall any Lender be obligated to fund more than its Commitment. Upon the date of Creditsuch payment all accrued but unpaid interest on the Swing Note to such date shall be due and payable by Borrower to Administrative Agent. (d) The indebtedness of Borrower to Administrative Agent resulting from Swing Loans owing to Administrative Agent shall be evidenced by the Swing Note of Borrower payable to the order of Administrative Agent.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of The Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, on the terms and subject to the conditions contained in this Agreement, may make advances in Dollars to U.S. Operating Co. (each a “Swing Loan”) from time to time on any Business Day during the period from the Effective Date until the Business Day preceding the Revolving Credit Commitment Termination Date in an amount not to exceed at any time outstanding the Swing Loan Availability at such time; provided, however, that no Swing Loan shall be made unless the conditions precedent set forth in Section 3.3 shall have such request or deemed request treated been satisfied. All Swing Loans made to U.S. Operating Co. shall be made as a request for Base Rate Loans. The Swing Loan Lender shall be entitled to rely on the most recent Borrowing Base Certificate of the Borrowers delivered to the Swing Loan Lender. Within the limits set forth above, Swing Loans repaid may be reborrowed under this Section 2.19. (b) Each Borrowing of a Swing LoanLoan by U.S. Operating Co. shall be made on notice given by U.S. Operating Co. to the Swing Loan Lender not later than 3:00 P.M. (New York City time) on the day of the proposed Borrowing specifying the amount thereof, and the amount thereof shall be made available to U.S. Operating Co. by the Swing Loan Lender at the address of the Swing Loan Lender notified by it to U.S. Operating Co. (c) The Swing Loan Lender shall notify the Agent in writing (which may advance same day funds be by telecopy) weekly, by no later than 10:00 A.M. (New York City time) on the first Business Day of each week, of the aggregate principal amount of the Swing Loans made to Borrowers as a Swing Loan; U.S. Operating Co. then outstanding, and each Revolving Credit Lender shall, at such times and in the manner provided that notwithstanding anything in subsection (e) below, pay to the contrary provided Agent, for hereinthe account of the Swing Loan Lender, such Revolving Credit Lender’s Ratable Portion of such outstanding Swing Loans. (d) The Swing Loan Lender may not make demand that each Revolving Credit Lender pay to the Agent, for the account of the Swing Loan Lender, in the manner provided in subsection (e) below, such Revolving Credit Lender’s Revolving Credit Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans if Swing Loan demanded to be paid. (e) The Agent shall forward each notice referred to in subsection (c) above and each demand referred to in subsection (d) above to each Revolving Credit Lender has been notified on the day such notice or such demand is received by the Agent (except that any such notice or demand received by Required the Agent after 2:00 P.M. (New York City time) on any Business Day or received on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders that one or more by the Agent until the next succeeding Business Day), together with a statement prepared by the Agent specifying the amount of each Revolving Credit Lender’s Revolving Credit Ratable Portion of the applicable aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments 3.3 shall have been terminated satisfied, all Swing Loans demanded to be paid pursuant to subsection (d) above each Revolving Credit Lender shall, before 11:00 A.M. (New York City time) on the Business Day next succeeding the date of such Revolving Credit Lender’s receipt of such written statement, make available to the Agent, at the Payment Office for Dollars and in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall be deemed to have made a Revolving Credit Loan to the U.S. Operating Co. in the amount of such payment. The Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any reasonRevolving Credit Lender fails to make such payment available to the Agent for the account of the Swing Loan Lender, U.S. Operating Co. shall repay such Swing Loan on demand. (cf) Upon the making of a Swing Loan (whether before or after occurrence and during the occurrence continuance of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanunder Section 8.1(e), each Revolving Credit Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lenderacquire, without recourse or warranty, an undivided interest and participation in each Swing Loan otherwise required to be repaid by such Revolving Credit Lender pursuant to subsection (e) above, which participation shall be in a principal amount equal to such Revolving Credit Lender’s Revolving Credit Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Revolving Credit Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to subsection (e) above, in proportion immediately available funds, an amount equal to its such Revolving Commitment PercentageCredit Lender’s Revolving Credit Ratable Portion of such Swing Loan and in the currency thereof. If such amount is not in fact made available by such Revolving Credit Lender to the Swing Loan Lender or Agent mayon such date, the Swing Loan Lender shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest accrued from such date at any time, require the Lenders holding Revolving Commitments Federal Funds Rate for three Business Days and thereafter at the rate of interest then applicable to fund such participations by means of a Settlement as provided for in Section 2.6(dBase Rate Loans. (g) below. From and after the date, if any, date on which any Revolving Credit Lender holding is deemed to have made a Revolving Commitment is required Credit Loan pursuant to fund, and funds, its participation in subsection (e) above with respect to any Swing Loans purchased hereunderLoan or purchases an undivided participation interest in a Swing Loan pursuant to subsection (f) above, Agent the Swing Loan Lender shall promptly distribute to such Revolving Credit Lender its such Revolving Commitment Percentage Credit Lender’s pro rata share of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit2.16.

Swing Loans. (a) Subject to and upon the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, during the Commitment Period, each Swing Line Lender severally agrees to make a Swing Loan Lender may, at its election and option made or Swing Loans to the Borrower in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances an amount equal to one-half (“Swing Loans”1/2) available to Borrowers of the amount or amounts as provided for in this Section 2.4 at any time or the Borrower may from time to time after request; provided, that the date hereof to, but Borrower shall not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum request any Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans (and the Revolving Advances at any one time outstanding Swing Line Lenders shall not exceed an amount equal be required to make any Swing Loan in the lesser of event Borrower makes a request therefor) if, after giving effect thereto (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount aggregate outstanding principal amount of all Revolving Loans plus the Swing Line Exposure plus the LC Obligations then outstanding Letters plus the Total Reserved Letter of Credit Amount then in effect plus the Permitted Non-Affiliate Loan Reserve would exceed the Total Revolving Loan Commitments then in effect or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow Line Exposure would exceed the lesser of (at x) Twenty-Five Million Dollars ($25,000,000) and (y) six percent (6.0%) of the option and election of Swing Total Revolving Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note Commitments (the “Maximum Swing Line Amount”); and provided further that such obligation of the Swing Line Lenders shall be contingent on no Bank being a Delinquent Bank or an Insolvent/Seized Bank (provided that the Swing Line Lenders may, in their sole discretion, be entitled to waive this condition). Each Swing Loan Note”shall bear interest based on the Base Rate Option, and shall be due and payable (to the extent not refinanced as a Revolving Loan as contemplated by Section 2.07(b) substantially in hereof) on the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Maturity Date applicable thereto. The Borrower shall not request that more than one (1) Swing Loans under this Agreement is cancelable Loan from each Swing Line Lender be outstanding at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the futuretime. (b) Upon either (i) On any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) Cleveland Banking Day, the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may electLine Lenders may, in its their sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything give notice to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders Banks and the Borrower that one or more of their outstanding Swing Loans shall be refinanced as a Revolving Loan; provided, that (i) the applicable conditions Swing Line Lender shall give such notice upon the failure of the Borrower to repay a Swing Loan as required by Section 2.07(a) hereof, and such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 10.06 or 10.07 hereof or upon the exercise of any of the remedies provided in Section 11.01(b) or 11.02(b) hereof and (ii) no Swing Line Lender shall make such request without the other Swing Line Lender joining in such request. Such Revolving Loan initially shall bear interest based on the Base Rate Option. On the Cleveland Banking Day immediately following the date such notice has been given (or deemed given), the Borrower shall be deemed to have requested (the “Mandatory Request”) a Revolving Loan in the aggregate principal amount of such Swing Loans of each Swing Line Lender in accordance with Section 5.01 hereof (other than the requirement set forth in Section 8.2 5.01(a)(i) hereof). Each Bank agrees to make a Revolving Loan in an amount equal to its Pro rata share of such Revolving Loan on the date of the Mandatory Request, subject to no conditions precedent whatsoever. Each Bank acknowledges and irrevocably agrees that such Bank’s obligation to make a Revolving Loan when required by this Agreement have Section 2.07(b) is absolute and unconditional and shall not been be affected by any circumstance whatsoever, including without limitation, the occurrence and continuance of a Possible Default or Event of Default or whether or not the agreements and conditions of Article V hereof are then satisfied and that its payment to the Agent, for the respective accounts of the Swing Line Lenders, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or the Revolving Commitments reduction whatsoever and whether or not such Bank’s Commitment shall have been terminated for reduced or terminated. The Borrower irrevocably authorizes and instructs the Agent to apply the proceeds of any reasonborrowing pursuant to this Section 2.07(b) to repay in full such Swing Loans. (c) Upon If, for any reason, the making Agent is unable to or, in the opinion of the Agent, it is impracticable to, convert any Swing Loan to a Revolving Loan pursuant to the preceding Section 2.07(b), then on any day that a Swing Loan is outstanding (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loanmaturity thereof), the Agent shall have the right to request that each Lender holding Bank purchase a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fundLoan, and funds, its participation in any Swing Loans purchased hereunder, the Agent shall promptly distribute notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action being necessary or required, each Swing Line Lender hereby agrees to grant to each Bank and each Bank hereby agrees to acquire from each Swing Line Lender, an individual participation interest in each Swing Loan in an amount equal to such Lender its Revolving Commitment Percentage Bank’s Pro rata share of all payments of the principal and interest and all proceeds of Collateral received by Agent in respect amount of such Swing Loan; . In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the benefit of each Swing Line Lender, such Bank’s Pro rata share of such Swing Loan. Each Bank acknowledges and agrees that no Lender holding its obligation to acquire participations in Swing Loans pursuant to this Section 2.07(c) is absolute and unconditional, and shall not be affected by any circumstance whatsoever, including without limitation, the occurrence and continuance of a Revolving Possible Default or Event of Default or whether or not the agreements and conditions of Article V hereof are then satisfied and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Commitment shall have been reduced or terminated. Each Bank shall comply with its obligation under this Section 2.07(c) by wire transfer of immediately available funds, in the same manner as provided in Section 5.02 hereof with respect to Revolving Loans to be obligated made by such Bank. (d) On the Restatement Effective Date, the Borrower shall execute and deliver to each Swing Line Lender, a Swing Line Note with all blanks appropriately completed in any event conformity herewith. The Swing Line Note issued to make Revolving Advances in an amount in excess each Swing Line Lender shall (i) be executed by the Borrower, (ii) be payable to the order of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) such Swing Line Lender and dated as of the Maximum Undrawn Amount Restatement Effective Date, (iii) be in a stated principal amount of all Twelve Million Five Hundred Thousand Dollars ($12,500,000) and payable in the principal amount of the Swing Loans evidenced thereby and (iv) be entitled to the benefits of this Agreement and the Related Writings. The Swing Line Notes shall be subject to the terms of this Agreement. (e) The proceeds of Swing Loans shall be used by the Borrower for general corporate purposes, including working capital of the Borrower, and the Borrower shall not use the proceeds of any Swing Loan to repay or refinance any outstanding Letters Swing Loan. (f) All Swing Loans outstanding under the 2010 Credit Agreement that remain unpaid on the Restatement Effective Date shall be paid in full on the Restatement Effective Date. (g) All Swing Line Notes issued under the 2010 Credit Agreement shall be deemed replaced as of Creditthe Restatement Effective Date and each Person party to the 2010 Credit Agreement in possession of a Swing Line Note issued thereunder shall promptly after the Restatement Effective Date return such Swing Line Note to the Borrower for cancellation.

Swing Loans. (a) Subject to During the term of this Agreement, the Lenders agree, on the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order make advances to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available Borrower pursuant to Borrowers as provided for in this Section 2.4 at any time or from time to time after in amounts such that (i) the date hereof to, but aggregate of such advance and amount of Swing Loans theretofore advanced and still outstanding does not including, at any time exceed the expiration Swing Loan Commitment and (ii) the amount of such advance does not exceed the Term, Loan Availability. Each advance under this Section shall be in an aggregate principal amount up of $1,000,000 or a larger multiple of $100,000 (except that any such advance may be in the aggregate available amount of Swing Loans determined in accordance with the immediately preceding sentence). With the foregoing limits, Borrower may borrow under this Section, repay or, to but not the extent permitted by Section 1.3, prepay Swing Loans and reborrow under this Section at any time during the term of this Agreement. (b) The Agent shall, on behalf of Borrower (which hereby irrevocably directs the Agent to act on its behalf), on notice given by Agent no later than 1:00 p.m. (Central time) on the Business Day immediately following the funding of any Swing Loan, request each Lender to make, and each Lender hereby agrees to make, an advance, in excess an amount (with respect to each Lender, its “Swing Loan Refund Amount”) equal to such Lender’s Commitment Percentage of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of the Swing Loans (the “Refunded Swing Loans”) outstanding on the date of such notice, to repay the Swing Lender. Unless any of the events described in Section 6.1(J) with respect to Borrower shall have occurred and be continuing (in which case the Revolving procedures of Section 3.5(c) shall apply), each Lender shall make such advance of available to Agent at Agent’s office in immediately available funds, not later than 1:00 p.m. (Central time), on the fifth Business Day immediately following the date of such notice. Agent shall immediately apply such proceeds to repay Refunded Swing Loans. Effective on the day such advances are made, the portion of the Swing Loans so paid shall no longer be outstanding as Swing Loans, shall no longer be due as Swing Loans under the Swing Loan Note held by the Swing Lender, and shall be due as Advances at any under the respective Notes issued to the Lenders. Borrower authorizes the Agent to charge Borrower’s accounts with Agent (up to the amount available in each such accounts) in order to immediately pay the amount of such Refunded Swing Loans to the extent amounts received from the Lenders are not sufficient to repay in full such Refunded Swing Loans. (c) If, prior to the time advances would have otherwise been made by Lenders pursuant to Section 3.5(b), one time outstanding of the events described in Section 6.1(J) with respect to the Borrower shall not exceed have occurred and be continuing, each Lender shall, on the date such advances were to have been made pursuant to the notice referred to in Section 3.5(b) (the “Refunding Date”), purchase an undivided participating interest in the Swing Loans in an amount equal to such Lender’s Swing Loan Refund Amount. On the lesser Refunding Date, each Lender shall transfer to the Agent, in immediately available funds, such Lender’s Swing Loan Refund Amount, and upon receipt thereof, the Agent shall deliver to such Lender a Swing Loan participation certificate dated the date of Agent’s receipt of such funds and in the Swing Loan Refund Amount of such Lender. (d) Whenever, at any time after the Agent has received from any Lender such Lender’s Swing Loan Refund Amount pursuant to Section 3.5(c), the Agent receives any payment on account of the Swing Loans in which the Lenders have purchased participations pursuant to said Section 3.5(c), the Agent will promptly distribute to each such Lender its ratable share (determined on the basis of the Swing Loan Refund Amounts of all of the Lenders) of such payment (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 Agent is required to be returned, such Lender will return to the Agent any portion thereof previously distributed to it by the Agent. (e) Each Lender’s obligation to make an advance under its Revolving Commitment as provided in Section 3.5(b) or to purchase a participating interest pursuant to Section 3.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender, Borrower or any other Person may have against the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit Agent or any other Person, (ii) the Formula Amount. All occurrence or continuance of an Event of Default, the termination or reduction of the Revolving Commitments or the non-satisfaction of any condition precedent to the making of any advance of the Loans, (iii) any adverse change in the condition (financial or otherwise) of Borrower or any other Person, (iv) any breach of this Agreement by Borrower, any other Lender or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) For purposes of Article III, Advances of Swing Loans shall be Domestic deemed to be Loan Rate Loans only. Borrowers may borrow Advances. (at g) If not sooner paid in accordance with the option and election of Swing Loan Lender)terms hereof, repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be due and payable, in full, at the earlier of five (5) Business Days after said amounts are advanced or the Maturity Date (the “Swing Loan Maturity Date”). (h) Any Swing Loan made by the Swing Lender shall be evidenced by by, and repaid with interest in accordance with, a secured promissory note of Borrower in the form of Exhibit G duly completed and executed by Borrower, payable to the Swing Lender (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Notwithstanding this Section 2.4 or anything to the contrary in this Agreement, unless otherwise agreed to in writing by the Loan Parties and the Lenders, (i) there shall be no Swing Loans and no fees or interest payable in connection therewith and (ii) all references in this Agreement to Swing Loans and all defined terms relating to Swing Loans, (b) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula AmountAmount less the Maximum Undrawn Amount of all outstanding Letters of Credit. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. future (bc) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, make, in Dollars, loans (each a “Swing Loan”) otherwise available to have such request or deemed request treated the Borrower under the Revolving Credit Facility from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Loan made by the Swing Loan Lender hereunder in its capacity as a Lender or the Swing Loan Lender) not to exceed the lesser of the Available Credit and the Swing Loan Sublimit. Each Swing Loan shall be a Base Rate Loan and shall be repaid no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). (b) In order to request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall provide to the contrary provided for hereinSwing Loan Lender a duly completed request in substantially the form of Exhibit D (Form of Swing Loan Request), setting forth the requested amount and date of such Swing Loan (a “Swing Loan Request”). Subject to the terms of this Agreement, the Swing Loan Lender may not make a Swing Loans if Loan available to the Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender has been notified by shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Revolving Credit Lender that one or more of the applicable conditions precedent contained in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 3.2 (Conditions Precedent to Each Loan and Letter of this Agreement Credit) have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan (whether before or after Lender may demand at any time that each Revolving Credit Lender pay to the occurrence Administrative Agent, for the account of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swing Loan Lender, without recourse in the manner provided in clause (e) below, such Revolving Credit Lender’s Ratable Portion of all or warrantya portion of the outstanding Swing Loans, an undivided interest which demand shall be made through the Administrative Agent, shall be in writing and participation shall specify the outstanding principal amount of Swing Loans demanded to be paid. (d) The Administrative Agent shall forward each demand referred to in clause (c) above to each Revolving Credit Lender on the day such demand is received by the Administrative Agent (except that any such demand received by the Administrative Agent after 2:00 p.m. (New York time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together with a notice specifying the amount of each Revolving Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing Loan in proportion Loans demanded to its Revolving Commitment Percentage. Swing Loan Lender be paid pursuant to such demand, and, notwithstanding whether or Agent may, at any time, require not the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for conditions precedent set forth in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment 3.2 (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula AmountAmount and shall be subject to the sublimits in Section 2.1(a). All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a)) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, during the Commitment Period, Agent shall make a Swing Loan Lender may, at its election and option made or Swing Loans to Borrower in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers such amount or amounts as provided for in this Section 2.4 at any time or Borrower may from time to time request. Borrower shall not request any Swing Loan under this Section 2.1B if, after giving effect thereto, (a) the Revolving Credit Exposure would exceed the aggregate amount of the Revolving Credit Commitments, or (b) the aggregate outstanding principal amount of all Swing Loans would exceed the Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing Loan Maturity Date applicable thereto. Borrower shall pay interest, for the sole benefit of Agent (and any Bank that has purchased a participation in such Swing Loan pursuant to this Section 2.1B), on the unpaid principal amount of each Swing Loan outstanding from time to time from the date hereof tothereof until paid at the Negotiated Rate applicable to such Swing Loan. Interest on each Swing Loan shall be payable on the Swing Loan Maturity Date applicable thereto. Each Swing Loan shall bear interest for a minimum of one (1) day. The obligation of Borrower to repay the Swing Loans and to pay interest thereon shall be evidenced by a Swing Line Note of Borrower substantially in the form of Exhibit B hereto, but not includingand payable to the order of Agent in the principal --------- amount of the Swing Line Commitment, or, if less, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate unpaid principal amount of Swing Loans made hereunder by Agent. Subject to the provisions of this Agreement, Borrower shall be entitled under this Section 2.1B to borrow funds, repay the same in whole or in part and the Revolving Advances reborrow hereunder at any one time and from time to time during the Commitment Period; provided that, without the prior written consent of Agent, Borrower may not request that more than two (2) Swing Loans be outstanding at any time. On any day that a Swing Loan is outstanding (whether before or after the maturity thereof), Agent shall not exceed have the right to request that each Bank purchase a participation in such Swing Loan, and Agent shall promptly notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, Agent hereby agrees to grant to each Bank, and each Bank hereby agrees to acquire from Agent, an undivided participation interest in such Swing Loan in an amount equal to such Bank's Commitment Percentage of the lesser aggregate principal amount of such Swing Loan. In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for its sole account, such Bank's ratable share of such Swing Loan (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amountdetermined in accordance with such Bank's Commitment Percentage). All Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this Section 2.1B is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be Domestic Rate Loans onlymade without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank's Revolving Credit Commitment shall have been reduced or terminated. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in Each Bank shall comply with its obligation under this Section 2.4 during the period between Settlement Dates2.1B by wire transfer of immediately available funds. All Swing Loans shall be evidenced If Agent so elects, by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement giving notice to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever Borrower and the making of Swing Loans by Swing Loan Lender from time to time Banks, Borrower agrees that Agent shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in have the future. (b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may electright, in its sole discretion, to have such request or deemed request treated require that any Swing Loan be refinanced as a request for Revolving Loan. Such Revolving Loan shall be a Swing LoanBase Rate Loan unless and until converted by Borrower to a LIBOR Loan pursuant to Section 2.1A and Section 2.2 hereof. Upon receipt of such notice by Borrower, and may advance same day funds Borrower shall be deemed, on such day, to Borrowers as have requested a Swing Loan; provided that notwithstanding anything to Revolving Loan in the contrary provided for herein, principal amount of the Swing Loan Lender may in accordance with Section 2.1A and Section 2.2 hereof. Each Bank agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Each Bank acknowledges and agrees that such Bank's obligation to make a Revolving Loan pursuant to Section 2.1A when required by this Section 2.1B is absolute and unconditional and shall not make Swing Loans if Swing Loan Lender has been notified be affected by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. (c) Upon the making of a Swing Loan (whether before or after circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default Default, and regardless that its payment to Agent, for the account of Agent, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether a Settlement has or not such Bank's Revolving Credit Commitment shall have been requested with respect reduced or terminated. Borrower irrevocably authorizes and instructs Agent to apply the proceeds of any borrowing pursuant to this paragraph to repay in full such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

Swing Loans. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made may in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances loans (“each a "Swing Loans”Loan") otherwise available to Borrowers as provided for in this Section 2.4 at any time or the Borrower under the Tranche A Facility from time to time after on any Business Day during the period from the date hereof to, but not including, until the expiration of the Term, Termination Date in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for outstanding at any reason whatsoever and time not to exceed the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligationAvailability; provided, or establish any course of conducthowever, pursuant to which that the Swing Loan Lender shall thereafter not make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Tranche A Obligations would exceed the Maximum Tranche A Credit. The Swing Loan Lender shall be obligated entitled to make rely on the most recent Borrowing Base Certificate delivered to the Administrative Agent. Each Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days of its making or, if sooner, upon any demand by the Swing Loan Lender and shall in any event mature no later than the Termination Date. Within the limits set forth in the first sentence of this Section 2.3(a), amounts of Swing Loans in the futurerepaid may be reborrowed under this Section 2.3(a). (b) Upon either (i) any In order to request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a), Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything the Borrower shall telecopy to the contrary provided for hereinAdministrative Agent a duly completed request, in substantially the form of Exhibit C (Notice of Borrowing), setting forth the date, the requested amount and date of the Swing Loan (a "Swing Loan Request"), to be received by the Administrative Agent not later than 1:00 P.M. (New York City time) on the day of the proposed borrowing. The Administrative Agent shall promptly notify the Swing Loan Lender may not make of the details of the requested Swing Loans if Loan. Subject to the terms of this Agreement, the Swing Loan Lender has been notified by shall make a Swing Loan available to the Administrative Agent which will make such amounts available to the Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or by Required Lenders any Tranche A Lender that one or more of the applicable conditions precedent contained in Section 3.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 8.2 of this Agreement 3.2 hereof have not been satisfied or in connection with the Revolving Commitments have been terminated for making of any reasonSwing Loan. (c) Upon the making of a The Swing Loan Lender shall notify the Administrative Agent in writing (whether before or after which may be by telecopy) weekly, by no later than 10:00 A.M. (New York City time) on the occurrence first Business Day of a Default or an Event each week, of Default and regardless the aggregate principal amount of whether a Settlement has been requested with respect its Swing Loans then outstanding. (d) The Swing Loan Lender may demand at any time that each Tranche A Lender pay to such Swing Loan)the Administrative Agent, each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from for the account of the Swing Loan Lender, without recourse in the manner provided in clause (e) below, such Tranche A Lender's Ratable Portion of all or warrantya portion of the outstanding Swing Loans, an undivided interest which demand shall be made through the Administrative Agent, shall be in writing and participation shall specify the outstanding principal amount of Swing Loans demanded to be paid. (e) The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Tranche A Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 P.M. (New York City time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Tranche A Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Tranche A Lender's Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 shall have been satisfied (which conditions precedent the Tranche A Lenders hereby irrevocably waive), each Tranche A Lender shall, before 11:00 A.M. (New York City time) on the Business Day next succeeding the date of such Tranche A Lender's receipt of such written statement, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Tranche A Lender, such Tranche A Lender shall, except as provided in clause (f) below, be deemed to have made a Tranche A Loan to the Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Tranche A Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the Borrower shall repay such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(don demand. (f) below. From and after the date, if any, date on which any Tranche A Lender holding is deemed to have made a Revolving Commitment is required Tranche A Loan pursuant to fund, and funds, its participation in clause (e) above with respect to any Swing Loans purchased hereunderLoan, Agent the Swing Loan Lender shall promptly distribute to such Tranche A Lender its Revolving Commitment Percentage such Tranche A Lender's Ratable Portion of all payments of principal of and interest and all proceeds of Collateral received by Agent in respect the Swing Loan Lender on account of such Swing Loan; provided that no Loan other than those received from a Tranche A Lender holding a Revolving Commitment shall be obligated in any event pursuant to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment clause (taking into account any reallocations under Section 2.22e) of the Maximum Undrawn Amount of all outstanding Letters of Creditabove.