Common use of Swingline Loans Clause in Contracts

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, (ii) the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursed. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (b) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 10,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing BaseCommitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the US Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount Principal Amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 15,000,000 or (ii) the sum of the total US Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline US Total Revolving Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the US Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the US Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the US Borrower. The Swingline Lender shall make each Swingline Loan available to the US Borrower by means of a credit to the Funding Account or otherwise in accordance general deposit account of the US Borrower with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing BankLetter of Credit Issuer) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.12:00 noon, New York City time, on any Business Day require the Tranche A US Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A US Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A US Revolving Lender, specifying in such notice such Lender’s Applicable US Revolving Percentage of such Swingline Loan or Loans. Each Tranche A US Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable US Revolving Percentage of such Swingline Loan or Loans. Each Tranche A US Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A US Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the US Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A US Revolving Lenders. The Administrative Agent shall notify the US Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the US Borrower (or other party on behalf of the US Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A US Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the US Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may in its sole discretion make Swingline Loans in Dollars to the Borrower Company from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000the Swingline Sublimit, (ii) the Swingline Lender’s Revolving Credit Exposure exceeding its Revolving Commitment, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the lesser aggregate Multicurrency Tranche Commitments, (iv) the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, or (v) the Dollar Amount of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Total Revolving Credit Extensions Exposures exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Baseaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower Company shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerCompany. The Swingline Lender shall make each Swingline Loan available to the Borrower Company by means of a credit to an account of the Funding Account or otherwise in accordance Company with the instructions of the Borrower Administrative Agent designated for such purpose (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable relevant Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m., New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of any of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower Company (or other party on behalf of the BorrowerCompany) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Company of any default in the payment thereof. (cd) If The Swingline Lender may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Company shall pay all unpaid interest accrued for the account of the replaced Swingline Lender in respect of Swingline Loans made by such Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (i) the Tranche A-1 Commitments successor Swingline Lender shall have not been terminated, all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (ii) references herein to the Borrower has not borrowed term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the full amount context shall require. After the replacement of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) a Swingline Loans are outstanding as of the close of business on any MondayLender hereunder, the replaced Swingline Lender shall deliver written notice remain a party hereto and shall continue to have all the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal rights and obligations of a Swingline Lender under this Agreement with respect to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; providedmade by it prior to its replacement, however, that the Tranche A-1 Lenders but shall not be required to make such Revolving Loans additional Swingline Loans. (e) Subject to the extent appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as a Swingline Lender at any time upon thirty (but only 30) days’ prior written notice to the extentAdministrative Agent, the Company and the Revolving Lenders, in which case, such Swingline Lender shall be replaced in accordance with Section 2.05(d) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)above.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,00050,000,000 (as such amount may be increased from time to time, but not above $75,000,000, with the consent of the Administrative Agent (such consent not to be unreasonably withheld) and the Swingline Lender), (ii) the Dollar Amount of the total Dollar Tranche Revolving Credit Exposures exceeding the lesser of the Aggregate aggregate Dollar Tranche Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Dollar Amount of the total Revolving Credit Extensions Exposures exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Baseaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the a Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the a Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit to the Funding Account or otherwise in accordance general deposit account of such Borrower with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Dollar Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Dollar Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Dollar Tranche A Lender, specifying in such notice such Lender’s Applicable Dollar Tranche Percentage of such Swingline Loan or Loans. Each Dollar Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Dollar Tranche Lender’s Applicable Dollar Tranche Percentage (after giving effect to the reallocation provisions of paragraph (d) below) of such Swingline Loan or Loans. Each Dollar Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph in an amount equal to its Dollar Tranche Percentage thereof is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Dollar Tranche Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Dollar Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Dollar Tranche Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Dollar Tranche A Lenders. The Administrative Agent shall notify the Borrower Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the a Borrower (or other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the applicable Dollar Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Borrowers of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Dollar denominated Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 100,000,000 or (ii) the Dollar Equivalent (determined on the date on which a notice of the requested Borrowing is delivered pursuant to Section 2.05(b)) of the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to shall make Swingline Loans to the Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 10,000,000 or (ii) the total aggregate amount of the Revolving Exposures Exposure exceeding the lesser aggregate amount of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent by hand delivery, electronic communication (including Adobe pdf file) or facsimile of such request by telephone (confirmed by facsimile)a written request, not later than 1:00 p.m.11:00 a.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), in each case by remittance to the Administrative Agent to be distributed to the Lenders) 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 10,000,000 or (ii) the total Revolving Exposures Aggregate Credit Exposure exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (orCommitment, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m., New York City time11:00 a.m., on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.07(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m., New York City time10:00 a.m., on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.08 with respect to Loans made by such Lender (and Section 2.07 2.08 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans denominated in Dollars, Euro or Sterling to the Borrower Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,00050,000,000, (ii) the sum of the total Revolving Credit Exposures exceeding the lesser of the Aggregate total Revolving Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser sum of the Aggregate Tranche A Commitments and total Revolving Credit Exposures as to which the Tranche A Borrowing BaseSubsidiary Borrower is the Applicable Borrower exceeding $225,000,000; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request in writing or, in the case of ABR Swingline Loans, by telephone (confirmed by facsimiletelecopy or other means agreed to by the Administrative Agent), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan in the case of Swingline Loans denominated in Dollars and not later than 10:00 a.m., Local Time on the day of any other proposed Swingline Loan. Each such notice shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) and whether such Swingline Loan is to be a Swingline Dollar Loan or a Swingline Foreign Currency Loan, (iii) the amount of the requested Swingline Loan, (iv) the Applicable Borrower and (v) in the case of a Swingline Foreign Currency Loan and denominated in Euro, the location and number Interest Period requested to be applicable thereto, which shall be a period contemplated by clause (b) of the Borrower’s account or other designated account(s) to which funds are to be disbursed. definition of the term “Interest Period.” The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. In the case of a Swingline Foreign Currency Loan, the Swingline Lender and the Borrower shall agree upon the interest rate applicable to such Swingline Loan, provided that if such agreement cannot be reached prior to 11:00 a.m., Local Time, on the day of such proposed Swingline Loan, then such Foreign Currency Swingline Loan shall not be made. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance general deposit account of the Applicable Borrower with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City timeLocal Time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participateparticipate and such amount of Swingline Loans, if denominated in Euro, shall be converted to Dollars and shall bear interest at the Alternate Base Rate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Applicable Borrower (or other party on behalf of the Applicable Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Applicable Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time on any Business Day during the Availability Periodperiod from the Closing Date to the Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 100,000,000 or (ii) the total Revolving Exposures Aggregate Outstanding Extensions of Credit exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing BaseTotal Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanLoan (the “Swingline Limit”). Each The Swingline Loan Loans may from time to time be (i) Base Rate Advances, (ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent and the Swingline Lender in accordance herewith and shall not be in an integral multiple of $100,000 and not less than $500,000entitled to be converted into Eurodollar Rate Advance. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the The Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) hereby unconditionally promises to which funds are to be disbursed. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (b) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower then unpaid principal amount of any participations in any each Swingline Loan acquired pursuant to this paragraph, on the earlier of the Maturity Date and thereafter payments in respect of the first date after such Swingline Loan shall be is made to that is the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (15th or other party on behalf of the Borrower) in respect last day of a calendar month and is at least two Business Days after such Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appearis made; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agenton each date that a Revolving Advance is made, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded repay all Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y).

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the any U.S. Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,00020,000,000, or (ii) the sum of the total Revolving Exposures plus the Local Currency Loan Exposure exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower U.S. Borrowers may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the a U.S. Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the a U.S. Borrower. The Swingline Lender shall make each Swingline Loan available to the relevant U.S. Borrower by means of a credit to the Funding Account or otherwise in accordance general deposit account of such U.S. Borrower with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable relevant Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.12:00 noon, New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the relevant U.S. Borrower or U.S. Borrowers of any participations participation in any Swingline Loan Loans acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan Loans shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the a U.S. Borrower (or other party on behalf of the a U.S. Borrower) in respect of a Swingline Loan of such U.S. Borrower after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the a U.S. Borrower of any default in the payment thereof. (c) If (i) . Notwithstanding the Tranche A-1 Commitments foregoing, a Revolving Lender shall not have not been terminated, (ii) any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments time such Swingline Loan was made and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, such Revolving Lender shall have notified the Swingline Lender shall deliver written notice in writing, at least one Business Day prior to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of time such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, howeverLoan was made, that the Tranche A-1 Lenders shall not be required to make such Event of Default has occurred and that such Revolving Lender will not acquire participations in Swingline Loans to the extent (but only to the extent) that made while such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser Event of (x) the Aggregate Tranche A-1 Commitments and (y)Default is continuing.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the any Revolving Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,00050,000,000, (ii) the total Revolving Exposures Credit Exposure of any Lender exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) its Revolving Commitment or (iii) the Tranche A sum of the total Revolving Credit Extensions Exposures exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the each Revolving Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the a Revolving Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the such Revolving Borrower. The Swingline Lender shall make each Swingline Loan available to the such Revolving Borrower by means of a credit to the Funding Account or otherwise in accordance general deposit account of such Revolving Borrower with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s Applicable Revolving Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Revolving Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower Revolving Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the any Revolving Borrower (or other party on behalf of the any Revolving Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the such Revolving Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Revolving Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees Lenders each agree to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of either Swingline Lender exceeding $15,000,000, 25,000,000 or (ii) the sum of the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Revolving Commitments; provided that the neither Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City Dallas, Texas time, on the day of a proposed Swingline Loan and shall advise the Administrative Agent as to which Swingline Lender the Borrower desires to provide such Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender indicated by the Borrower in such notice of any such notice received from the Borrower. The applicable Swingline Lender shall make each such Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with such Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)Dallas, by remittance to the Administrative Agent to be distributed to the Lenders) Texas time, on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The applicable Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City Dallas, Texas time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the applicable Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by the a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan made by such Swingline Lender after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the applicable Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans loans denominated in dollars to the Borrower (each such loan, a “Swingline Loan”) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000100,000,000, (ii) the total Total Revolving Exposures Credit Exposure exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Revolving Credit Extensions Exposure of any Lender exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Baseits Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone telephone, fax or electronic mail (and, in the case of telephonic notice, promptly confirmed by facsimilehand delivery, fax or electronic mail), not later than 1:00 2:00 p.m., New York City time, on the day of a the proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and ), amount of the requested Swingline Loan and and, in the location and number case of a Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), the identity of the Borrower’s account or other designated account(s) to which funds are to be disbursedIssuing Bank that has made such LC Disbursement. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may may, by written notice given to the Administrative Agent not later than 2:00 p.m.12:00 noon, New York City time, on any Business Day Day, require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agreesagrees to pay, promptly upon receipt of notice as provided aboveabove (and in any event, to pay if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 2:00 p.m., New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender further acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to On the terms and subject to the conditions and relying upon the representations and warranties herein set forth hereinforth, the Swingline Lender agrees agrees, at any time and from time to time from and including the Closing Date to but excluding the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments, in accordance with the terms hereof, to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in to exceed the lesser of (i) $25,000,000 and (ii) the difference between (x) the aggregate Revolving Credit Commitments at such time and (y) the sum of (A) the aggregate principal amount of Revolving Loans outstanding Swingline Loans exceeding $15,000,000, at such time and (iiB) the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base LC Exposure at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a principal amount that is an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursed. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower250,000. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender by 3:00 p.m. on the date such Swingline Loan is requested to be made pursuant to paragraph (including, b) below. Within the limits set forth in the case first sentence of a this paragraph, the Borrower may borrow, pay or prepay and reborrow Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance Loans prior to the applicable Issuing Bank, Revolving Credit Maturity Date on the terms and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance subject to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loanconditions and limitations set forth herein. (b) If The Borrower shall give the Administrative Agent telephonic, written or telecopy notice (in the case of telephonic notice, such notice shall be promptly confirmed by telecopy) not later than 11:00 a.m., New York City time, on the day of a proposed borrowing. Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and amount of such Swingline Loan. The Administrative Agent shall promptly advise the Swingline Lender of any notice received from the Borrower has borrowed the full amount of the lesser of pursuant to this paragraph (xb). (c) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written or telecopy notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in purchase all or a any portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly to be purchased and the Administrative Agent shall promptly upon receipt of such notice, the Administrative Agent will notice give notice thereof to each Tranche A Lender, specifying in such notice to each Lender such Lender’s Applicable Percentage 's pro rata percentage (based on the percentage that such Lender's Revolving Credit Commitment bears to the aggregate amount of the Revolving Credit Commitments on the date of such notice) of such Swingline Loan or Swingline Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to shall pay to the Administrative Agent, for not later than 2:00 p.m., New York City time, on the account date of the Swingline Lendersuch notice, such Lender’s Applicable Percentage 's pro rata percentage (determined as aforesaid) of the principal amount of such Swingline Loan or Swingline Loans. Each Tranche A Lender acknowledges and agrees such payment shall for all purposes hereunder be deemed to be an ABR Revolving Loan (it being understood that its (i) each Lender's obligation to acquire participations in Swingline Loans pursuant to this paragraph make such payment is absolute and unconditional and shall not be affected by any event or circumstance whatsoever, including the occurrence and continuance of a any Default or reduction Event of Default hereunder or termination the failure of the Commitmentsany condition precedent set forth in Article V to be satisfied, and that (ii) each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify promptly advise the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts notice received by from the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof(c). (cd) If (i) the Tranche A-1 Commitments have not been terminatedThe Borrower may prepay any Swingline Loan in whole or in part at any time without premium or penalty, (ii) provided that the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to have given the Administrative Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) of such prepayment not later than 1:00 p.m.11:00 a.m., New York City time, on the following Business Day requiring that designated by the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on Borrower for such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)prepayment.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 10,000,000 or (ii) the sum of the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Loan and provided further that the Swingline Lender shall not, without the consent of the Required Lenders, make any Swingline Loan shall be in an integral multiple if any Event of $100,000 and not less than $500,000Default exists of which the Swingline Lender has actual knowledge. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City Houston, Texas time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.04(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)Houston, by remittance to the Administrative Agent to be distributed to the Lenders) Texas time, on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.12:00 noon, New York City Houston, Texas time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the The Administrative Agent will give notice thereof to each Tranche A LenderRevolving Lender by 1:00 p.m., Houston, Texas time on such Business Day, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional unconditional, subject to Swingline Lender’s compliance with the provisions of Section 2.19(a) hereof, and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower in writing of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Swingline Lender and to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lenderparagraph, as their interests may appear; provided that any , such payment so remitted shall remittance to be repaid to made on the Swingline Lender or to the Administrative Agent, as applicable, day of receipt if and to the extent such payment is required received by 2:00 p.m., Houston, Texas time and prior to be refunded to 10:00 a.m. of the Borrower for any reasonfollowing Business Day if such payment is received after 2:00 p.m., Houston, Texas time. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (cd) If (i) Notwithstanding the Tranche A-1 Commitments have not been terminatedforegoing procedures for requesting a Swingline Loan, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written may agree to implement an alternate arrangement with respect to Swingline Loans pursuant to a direct borrowing agreement between the Borrower and the Swingline Lender. The Swingline Lender will give notice to the Administrative Agent not later than 1:00 p.m., New York City time, on of each Swingline Loan made by the following Borrower within one (1) Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of after making such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the any Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 20,000,000 or (ii) the sum of the total Revolving Standby Credit Exposures plus the aggregate principal amount of Competitive Loans exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing BaseTotal Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. To Each Swingline Loan shall be an ABR Loan. (b) In order to request a Swingline Loan, the applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the a Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit to the Funding Account or otherwise in accordance general deposit account of such Borrower with the instructions of the Borrower (includingSwingline Lender by 3:00 p.m., in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)New York City time, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will shall give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable 's Participation Percentage of such Swingline Loan or Loans. Each Tranche A In furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable 's Participation Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.02(c) with respect to Loans made by such Lender (and Section 2.07 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, paragraph and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a the sale of participations therein shall promptly be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall promptly be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may in its sole discretion make Swingline Loans in Dollars to the Borrower Company from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 50,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Baseaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower Company shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy or a transmission via an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline LoanLoan (such notice, “Swingline Loan Notice”). Each such notice Swingline Loan Notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice Swingline Loan Notice received from the BorrowerCompany. The Swingline Lender shall make each Swingline Loan available to the Borrower Company by means of a credit to the Funding Account or otherwise in accordance general deposit account of the Company with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable relevant Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. As provided for in Section 2.12(a), Swingline Loans shall only be available as ABR Loans. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower Company (or other party on behalf of the BorrowerCompany) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Company of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Parent Borrower from time to time during the Class A Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 20,000,000 or (ii) the sum of the total Class A Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche total Class A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing BaseRevolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each On the last day of each month during the Class A Revolving Availability Period, the Parent Borrower shall repay any outstanding Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Parent Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Parent Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Parent Borrower. The Swingline Lender shall make each Swingline Loan available to the Parent Borrower by means of a credit to the Funding Account or otherwise in accordance general deposit account of the Parent Borrower with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. The Parent Borrower shall not request a Swingline Loan if at the time of and immediately after giving effect to such request a Default has occurred and is continuing. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.12:00 noon, New York City time, on any Business Day require the Tranche Class A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche Class A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche Class A Revolving Lender, specifying in such notice such Lender’s Class A Revolving Applicable Percentage of such Swingline Loan or Loans. Each Tranche Class A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Class A Revolving Applicable Percentage of such Swingline Loan or Loans. Each Tranche Class A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Class A Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverwhatsoever (provided that such payment shall not cause such Class A Revolving Lender’s Class A Revolving Exposure to exceed such Class A Revolving Lender’s Class A Revolving Commitment). Each Tranche Class A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Class A Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche Class A Revolving Lenders. The Administrative Agent shall notify the Parent Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Parent Borrower (or other party on behalf of the Parent Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche Class A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Parent Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 25,000,000 or (ii) the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrower may borrow, prepay and reborrow Swingline Loans. ; provided that Swingline Loans may not be outstanding for more than 10 Business Days in any calendar month. (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m., New York City time, 11:00 a.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit wire transfer of immediately available funds to the Funding Account or otherwise in accordance with the instructions of an account designated by the Borrower initiated (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.6(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided ) by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) 2:00 p.m. on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m., New York City time, 10:00 a.m. on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph clause (c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph clause (c) by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.7 with respect to Loans made by such Lender (and Section 2.07 2.7 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraphclause (c), and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph clause (c) and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph clause (c) shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth hereinherein (including Section 2.22), the each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability PeriodPeriod denominated in dollars or, in the case of any Swingline Lender other than Royal Bank of Canada, in euros or Sterling, in an aggregate principal amount at any time outstanding that will not result in (i) subject to Section 9.04(b)(ii), the aggregate principal amount Applicable Fronting Exposure of outstanding any Swingline Loans Lender exceeding $15,000,000, its Revolving Commitment or (ii) the total aggregate Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (oraggregate Revolving Commitments, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the no Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the applicable Swingline Lender of such request (i) by telephone (confirmed by facsimilein writing), not later than 1:00 p.m.10:00 a.m., New York City timeTime, or, if agreed by the applicable Swingline Lender, 2:00 p.m. New York Time (in the case of a Swingline Loan denominated in dollars) or (ii) by facsimile (confirmed by telephone), not later than 10:00 a.m., Local Time, or, if agreed by the applicable Swingline Lender, 11:00 a.m., Local Time (in the case of a Swingline Loan denominated in euros or Sterling) on the day of a such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and ), the amount of the requested Swingline Loan and (x) if the funds are not to be credited to a general deposit account of the Borrower maintained with the applicable Swingline Lender because the Borrower is unable to maintain a general deposit account with the applicable Swingline Lender under applicable Requirements of Law, the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursed. The Administrative Agent will promptly advise , which shall comply with Section 2.06, or (y) in the Swingline Lender case of any ABR Revolving Borrowing or Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), the identity of the Issuing Bank that made such notice received from the BorrowerLC Disbursement. The Swingline Lender Lenders shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit accounts of the Borrower maintained with each Swingline Lender (includingor with respect to Swingline Loans denominated in euro or Sterling, by remittance to the account directed by the Borrower if the Borrower is unable to maintain a general deposit account with the applicable Swingline Lender under applicable Requirements of Law) for the applicable currency of such Swingline Loan (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)Local Time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the A Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m., New York City timeLocal Time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the currency and aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice the currency and such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the applicable Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or LoansSwingline Loans in the applicable currency. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available fundsfunds in the applicable currency, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by the applicable Swingline Lender from the Borrower (or other party Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the applicable Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the applicable Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the applicable Swingline Lender, as their interests may appear; , provided that any such payment so remitted shall be repaid to the applicable Swingline Lender or to the Administrative Agent, as applicablethe case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (cd) If The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Lender shall have all the Tranche A-1 Commitments have not been terminatedrights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in its capacity as a lender of Swingline Loans hereunder. (e) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the Borrower has not borrowed fifth Business Day following the full amount date of the lesser delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the such Swingline Lender shall deliver written notice have been reduced to zero. Notwithstanding the Administrative Agent not later than 1:00 p.m.effectiveness of any such termination, New York City time, on the following Business Day requiring that terminated Swingline Lender shall remain a party hereto and shall continue to have all the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal rights of a Swingline Lender under this Agreement with respect to the amount of such Swingline Loans (the “Refunded made by it prior to such termination, but shall not make any additional Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y).

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 10,000,000 or (ii) the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing BaseAvailability being less than zero; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.pm, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 pm, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.1:00 pm, New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage pro rata (based on its Revolving Loan Commitment) share of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage pro rata (based on its Revolving Credit Commitment) share of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, (ii) the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Administrative Borrower shall notify deliver, by hand delivery, email through a “pdf” copy or telecopier, or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent of such request by telephone (confirmed by facsimile)and the Swingline Lender, not later than 1:00 p.m., New York City time, on the day Business Day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and ), the amount of the requested Swingline Loan and Loan, the location and number of the respective Borrower’s account or other designated account(s) to which the funds are to be disburseddisbursed (which shall comply with the requirements of Section 2.02(c)), and that the conditions set forth in Sections 4.02(b) and (c)) are satisfied as of the date of the notice. The Administrative Agent will promptly advise the Each Swingline Lender of any such notice received from the BorrowerLoan shall be (and shall be maintained as) an ABR Loan. The Swingline Lender shall make each Swingline Loan available to the Borrower Borrowers by means of a credit to the Funding Account general deposit account of the Administrative Borrower with the Swingline Lender, if any, or otherwise in accordance remitted to an account (which shall comply with the instructions requirements of Section 2.02(c)) as directed by the Administrative Borrower in the applicable Borrowing Request (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.18(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (b) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the . The Swingline Lender may shall endeavor to fund each Swingline Loan by written notice given to the Administrative Agent not later than 2:00 3:00 p.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day time and shall in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to events fund each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not no later than 1:00 4:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount requested date of such Swingline Loan. Swingline Loans (the “Refunded Swingline Loans”) outstanding as shall be made in minimum amounts of the close $100,000 and integral multiples of business on $100,000 above such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)amount.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Parent Borrower from time to time during the Revolving Availability Period, Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 47,500,000 or (ii) the sum of the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each On the last day of each month during the Revolving Availability Period, the Parent Borrower shall repay any outstanding Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Parent Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Parent Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and ), the amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedapplicable Swingline Lender. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Parent Borrower. The Swingline Lender shall make each Swingline Loan available to the Parent Borrower by means of a credit to the Funding Account or otherwise in accordance general deposit account of the Parent Borrower with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. The Parent Borrower shall not request a Swingline Loan if at the time of and immediately after giving effect to such request a Default has occurred and is continuing. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.12:00 noon, New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverwhatsoever (provided that such payment shall not cause such Revolving Lender’s Revolving Exposure to exceed such Revolving Lender’s Revolving Commitment). Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Parent Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Parent Borrower (or other party on behalf of the Parent Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Parent Borrower of its obligation to repay such Swingline Loan or of any default in the payment thereof. (cd) If (i) the Tranche A-1 maturity date shall have occurred in respect of any tranche of Revolving Commitments have not been terminatedat a time when another tranche or tranches of Revolving Commitments is or are in effect with a longer maturity date, (ii) then on the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) earliest occurring maturity date all then outstanding Swingline Loans are outstanding as of the close of business shall be repaid in full on any Monday, the Swingline Lender such date (and there shall deliver written notice be no adjustment to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day participations in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as a result of the close occurrence of business on such Monday and based upon their Tranche A-1 Applicable Percentagesmaturity date); provided, however, that if on the Tranche A-1 Lenders occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.05(k)), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Commitments that will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Commitments, and such Swingline Loans shall not be so required to make be repaid in full on such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)earliest maturity date.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, (i) the US Swingline Lender agrees to may in its discretion, and in reliance upon the agreements of the other US Revolving Credit Lenders set forth in this Section 2.23, make available US Swingline Loans in US Dollars to the Borrower US Borrowers from time to time during the Availability Period, Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding US Swingline Loans exceeding $15,000,000the US Swingline Sublimit, and (ii) the total Canadian Swingline Lender may in its discretion, and in reliance upon the agreements of the other Canadian Revolving Exposures Credit Lenders set forth in this Section 2.23, make available Canadian Swingline Loans in US Dollars or Canadian Dollars to the Canadian Borrowers from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in the aggregate principal amount of outstanding Canadian Swingline Loans exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (orCanadian Swingline Sublimit; provided, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower Representative shall notify the Administrative Agent of such request by telephone (confirmed by facsimile)Electronically, not later than 1:00 12:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the applicable Swingline Lender of any such notice received from the BorrowerBorrower Representative. The applicable Swingline Lender shall make each Swingline Loan available to the Borrower applicable Borrowers by means of a credit to the Funding Account or otherwise account identified in accordance with the instructions of the Borrower borrowing notice (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)Disbursement, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c2.17(c), by remittance to the Administrative Agent to be distributed to the applicable Lenders) on the requested date of such Swingline Loan. (b) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth hereinherein (including Section 2.22), in reliance upon the agreements of the other Lenders set forth in this Section 2.04, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability PeriodPeriod denominated in dollars, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of the Swingline Lender exceeding $15,000,000its Swingline Commitment, (ii) the total Revolving Exposures exceeding the lesser Exposure of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) Swingline Lender exceeding its Revolving Commitment or (iii) the Tranche A Credit Extensions Aggregate Revolving Exposure exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; aggregate Revolving Commitments, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone in writing or facsimile (confirmed by facsimiletelephone), not later than 1:00 p.m.10:00 a.m., New York City time, or, if agreed by the Swingline Lender, 12:00 noon, New York City time, on the day of a such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) and the amount of the requested Swingline Loan and (iii) the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursed. The Administrative Agent will promptly advise credited, which shall comply with Section 2.06, or in the Swingline Lender case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such notice received from the BorrowerLC Disbursement. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit accounts of the Borrower maintained with the Swingline Lender for the applicable Swingline Loan (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(f), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. No Swingline Lender shall be under any obligation to make a Swingline Loan if any Lender is at that time a Defaulting Lender, if after giving effect to Section 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 1:00 p.m., New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (with references to 12:00 noon, New York City time, in such Section being deemed to be references to 3:00 p.m., New York City time) (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; , provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicablethe case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (cd) If The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Lender shall have all the Tranche A-1 Commitments have not been terminatedrights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in its capacity as a lender of Swingline Loans hereunder. (e) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the Borrower has not borrowed fifth Business Day following the full amount date of the lesser delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans. (xf) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) If at any time that Swingline Loans are outstanding as a Revolving Lender becomes a Defaulting Lender, the Swingline Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders that are Revolving Lenders in accordance with Section 2.22(a)(iv). If such reallocation cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice and request by the Administrative Agent prepay such unreallocated portion of the close of business on any MondaySwingline Loans. Notwithstanding the foregoing, the Swingline Lender shall deliver written notice be under no obligation to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless it is reasonably satisfied that the Tranche A-1 Lenders make related exposure will be 100% covered by the Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as Commitments of the close of business on Non-Defaulting Lenders and participating interests in any such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 newly made Swingline Loan shall be allocated among Non-Defaulting Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (yin a manner consistent with Section 2.22(a)(iv).

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower Company from time to time during the Revolving Availability Period, Period in US Dollars in an aggregate principal amount at any time outstanding that will not result in exceed the lesser of (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 25,000,000 and (ii) the difference between (A) total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iiiB) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing BaseRevolving Exposure; provided that the Swingline Lender shall not be required to make a no Swingline Loan shall be made to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower Company shall notify the Administrative Agent of such request by telephone (confirmed by facsimilefacsimile or other electronic communication), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount (which shall be no less than $1,000,000) of the requested Swingline Loan and the location and number of the BorrowerCompany’s account or other designated account(s) to which funds are to be disbursed, which account shall comply with the requirements of Section 2.06. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerCompany. The Swingline Lender shall make each Swingline Loan available to the Borrower Company by means of a credit or wire transfer to the Funding Account or otherwise account specified in accordance with writing by the instructions of the Borrower Company in such notice (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.12:00 noon, New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans outstandingLoans. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall promptly notify the Borrower Company in writing of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent Agent, for the account of the Revolving Lenders, and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower Company (or other party on behalf of the BorrowerCompany) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Company of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; thereof provided, however, that the Tranche A-1 Lenders a Revolving Lender shall not be required to make such Revolving Loans purchase a participation in a Swingline Loan pursuant to the extent (but only to the extentthis Section 2.04(c) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of if (x) a Default shall have occurred and was continuing at the Aggregate Tranche A-1 Commitments time such Swingline Loan was made and (y)) such Revolving Lender shall have notified the Swingline Lender in writing, not less than one Business Day before such Swingline Loan was made, that such Default has occurred and that such Revolving Lender will not refund or participate in any Swingline Loans made while such Default exists.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 10,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit wire transfer to the Funding Account or otherwise in accordance with the instructions of account designated by the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees Lenders agree to make Swingline Loans in dollars to the Borrower from time to time during the Availability PeriodPeriod ratably in accordance with its respective Swingline Commitment, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding for any Swingline Lender $15,000,00050,000,000 or for all Swingline Lenders $150,000,000, (ii) the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (ortotal Commitments, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A as to any Swingline Lender, such Swingline Lender’s Credit Extensions Exposure exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Baseits Commitment; provided that the Swingline Lender Lenders shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the Swingline Commitments of the Swingline Lenders are several and no Swingline Lender shall be responsible for any other Swingline Lender’s failure to make Loans as required. Each Swingline Loan shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided, that a Swingline Loan may be in an aggregate amount that is equal to the entire available balance of the total Swingline Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(c). (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy or electronic mail), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the each Swingline Lender of any such notice received from the Borrower. The Each Swingline Lender shall make its pro rata share of each Swingline Loan available to the Administrative Agent who will in turn make such amount received available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Administrative Agent (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender Lenders may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the each Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph Section 2.05(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph Section 2.05(c) by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender Lenders the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraphSection 2.05(c), and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline LenderLenders. Any amounts received by the a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph Section 2.05(c) and to the such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph Section 2.05(c) shall not relieve the Borrower of any default in the payment thereof. (cd) If (i) Notwithstanding anything to the Tranche A-1 Commitments have not been terminatedcontrary contained in this Section 2.05, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the no Swingline Lender shall deliver written notice be obligated to the Administrative Agent not later than 1:00 p.m.make any Swingline Loan at a time when any other Lender is a Defaulting Lender, New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of unless such Swingline Loans Lender has entered into arrangements (which may include the “Refunded delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to such Swingline Loans”Lender to eliminate such Swingline Lender’s Fronting Exposure (after giving effect to Section 2.21(c)) outstanding as of the close of business on with respect to any such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)Defaulting Lender.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,00010,000,000, (ii) the total Swingline Lender’s Revolving Exposures Credit Exposure exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (orits Revolving Commitment, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Total Revolving Credit Extensions Exposure exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing BaseRevolving Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify submit a written notice to the Administrative Agent of such request by telephone (confirmed by facsimile)telecopy or electronic mail, not later than 1:00 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be in a form approved by the Administrative Agent in its reasonable discretion, shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (cd) If The Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender (i) in each case, not to be unreasonably withheld, delayed or conditioned). The Administrative Agent shall notify the Tranche A-1 Commitments have not been terminatedRevolving Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, (ii) the Borrower has not borrowed shall pay all unpaid interest accrued for the full amount account of the lesser replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (x) the aggregate Tranche A-1 Commitments successor Swingline Lender shall have all of the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (y) Incremental Availability references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and (iii) all previous Swingline Loans are outstanding Lenders, as the context shall require. After the replacement of the close of business on any Monday, the Swingline Lender hereunder, the replaced Swingline Lender shall deliver written notice remain a party hereto and shall continue to have all the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal rights and obligations of a Swingline Lender under this Agreement with respect to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; providedmade by it prior to its replacement, however, that the Tranche A-1 Lenders but shall not be required to make such Revolving Loans additional Swingline Loans. (e) Subject to the extent (but only appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as Swingline Lender at any time upon thirty days’ prior written notice to the extentAdministrative Agent, the Borrower and the Revolving Lenders, in which case, the Swingline Lender shall be replaced in accordance with Section 2.05(d) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)above.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans loans to the Borrower (each such loan, a “Swingline Loan”), at any time and from time to time during on or after the Availability PeriodRestatement Effective Date and prior to the Swingline Expiry Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount sum of outstanding the total Swingline Loans Exposures exceeding $15,000,000, 50,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple made as part of $100,000 and not less than $500,000a Borrowing consisting of Swingline Loans made by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. Each Swingline Loan shall be in an amount that is an integral multiple of $500,000 and not less than $500,000; provided that a Swingline Loan may be made in an aggregate amount that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.5(e). (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone telephone, telecopy or electronic mail (and, in the case of telephonic notice, confirmed by facsimilehand delivery, telecopy or electronic mail), not later than 1:00 p.m.P.M., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.5(e), by remittance to the applicable Issuing Bank) by 4:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental AvailabilityOn any Business Day, the Swingline Lender may by may, in its sole discretion, give written notice given to the Administrative Agent not later than 2:00 p.m.Borrower (unless a Default or Event of Default then exists under clauses (h) and (i) of Article VII) and the other Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under clauses (h) and (i) of Article VII or upon the exercise of any of the remedies provided in the last paragraph of Article VII), New York City timein which case one or more Borrowings of Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on any the immediately succeeding Business Day require the Tranche A by all Lenders to acquire participations pro rata based on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Article VII, if applicable) and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loan or Loans. Each Tranche A Lender hereby absolutely irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and unconditionally agreesin the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with any minimum borrowing amount otherwise required hereunder, upon receipt (ii) whether any conditions specified in Section 4 are then satisfied, (iii) whether a Default or an Event of notice Default then exists or would result therefrom, (iv) the date of such Mandatory Borrowing, and (v) the amount of the total Commitments at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as provided above, to pay a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Administrative AgentBorrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Applicable Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Article VII), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender, such Lender’s Applicable Percentage Lender until the date as of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including which the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment respective participation is required to be refunded purchased and, to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant extent attributable to this paragraph the purchased participation, shall not relieve be payable to the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments participant from and after such date and (y) Incremental Availability and (iii) Swingline Loans are outstanding as at the time any purchase of participations pursuant to this sentence is actually made, the close of business on any Monday, purchasing Lender shall be required to pay the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, interest on the following Business Day requiring that principal amount of participation purchased for each day from and including the Tranche A-1 Lenders make day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans that are maintained as ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)hereunder for each day thereafter.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower Company from time to time during the Revolving Availability Period, Period in an aggregate principal amount at any time outstanding that will not result in exceed the lesser of (i) $25,000,000 and (ii) the difference between (A) total US Tranche Commitments and (B) the sum of (x) the aggregate principal amount of US Tranche Revolving Loans outstanding Swingline Loans exceeding $15,000,000, at such time and (iiy) the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base LC Exposure at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a no Swingline Loan shall be made to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower Company shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount (which shall be no less than $1,000,000) of the requested Swingline Loan and the location and number of the Borrower’s Company's account or other designated account(s) to which funds are to be disbursed, which account shall comply with the requirements of Section 2.06. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerCompany. The Swingline Lender shall make each Swingline Loan available to the Borrower Company by means of a credit or wire transfer to the Funding Account or otherwise account specified in accordance with writing by the instructions of the Borrower Company in such notice (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.12:00 noon, New York City time, on any Business Day require the US Tranche A Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans outstandingLoans. Such notice shall specify the aggregate amount of Swingline Loans in which US Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each US Tranche A Lender, specifying in such notice such Lender’s Applicable 's US Tranche Percentage of such Swingline Loan or Swingline Loans. Each US Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable 's US Tranche Percentage of such Swingline Loan or Swingline Loans. Each US Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the US Tranche Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each US Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the US Tranche Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the US Tranche A Lenders. The Administrative Agent shall promptly notify the Borrower Company in writing of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent Agent, for the account of the US Tranche Lenders, and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower Company (or other party on behalf of the BorrowerCompany) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the US Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Company of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; thereof provided, however, that the a US Tranche A-1 Lenders Lender shall not be required to make such Revolving Loans purchase a participation in a Swingline Loan pursuant to the extent (but only to the extentthis Section 2.04(c) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of if (x) a Default shall have occurred and was continuing at the Aggregate Tranche A-1 Commitments time such Swingline Loan was made and (y)) such US Tranche Lender shall have notified the Swingline Lender in writing, not less than one Business Day before such Swingline Loan was made, that such Default has occurred and that such US Tranche Lender will not refund or participate in any Swingline Loans made while such Default exists.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees Lenders each agree to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of either Swingline Lender exceeding $15,000,000, 25,000,000 or (ii) the sum of the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Revolving Commitments; provided that the neither Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City Dallas, Texas time, on the day of a proposed Swingline Loan and shall advise the Administrative Agent as to which Swingline Lender the Borrower desires to provide such Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender indicated by the Borrower in such notice of any such notice received from the Borrower. The applicable Swingline Lender shall make each such Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with such Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)Dallas, by remittance to the Administrative Agent to be distributed to the Lenders) Texas time, on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The applicable Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City Dallas, Texas time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the applicable Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by the a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan made by such Swingline Lender after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments 41 pursuant to this paragraph and to the applicable Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 30,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimileelectronic mail), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower maintained with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank or, to the extent that the Lenders have made payments pursuant to Section 2.06(e) to reimburse such Issuing Bank, to such Lenders and in the case of repayment of another Loan or fees or expenses such Issuing Bank as provided their interests may appear) by Section 2.18(c)3:00 p.m., by remittance to the Administrative Agent to be distributed to the Lenders) New York City time, on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.11:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 10,000,000 or (ii) the sum of the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Loan and provided further that the Swingline Lender shall not, without the consent of the Required Lenders, make any Swingline Loan shall be in an integral multiple if any Event of $100,000 and not less than $500,000Default exists of which the Swingline Lender has actual knowledge. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City Houston, Texas time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.04(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)Houston, by remittance to the Administrative Agent to be distributed to the Lenders) Texas time, on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.12:00 noon, New York City Houston, Texas time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the The Administrative Agent will give notice thereof to each Tranche A LenderRevolving Lender by 1:00 p.m., Houston, Texas time on such Business Day, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional unconditional, subject to Swingline Lender’s compliance with the provisions of Section 2.19(a) hereof, and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower in writing of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Swingline Lender and to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lenderparagraph, as their interests may appear; provided that any , such payment so remitted shall remittance to be repaid to made on the Swingline Lender or to the Administrative Agent, as applicable, day of receipt if and to the extent such payment is required received by 2:00 p.m., Houston, Texas time and prior to be refunded to 10:00 a.m. of the Borrower for any reasonfollowing Business Day if such payment is received after 2:00 p.m., Houston, Texas time. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (cd) If (i) Notwithstanding the Tranche A-1 Commitments have not been terminatedforegoing procedures for requesting a Swingline Loan, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written may agree to implement an alternate arrangement with respect to Swingline Loans pursuant to a direct borrowing agreement between the Borrower and the Swingline Lender. The Swingline Lender will give notice to the Administrative Agent not later than 1:00 p.m., New York City time, on of each Swingline Loan made by the following Borrower within one (1) Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of after making such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 5,000,000 or (ii) the total Revolving Exposures exceeding sum of the lesser Dollar Amount of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Revolving Credit Extensions Exposure exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing BaseCommitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City timeEST, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)EST, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City timeEST, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and --------------- conditions set forth herein, the Swingline Lender in its individual capacity agrees to make a revolving loan or revolving loans (each a "Swingline Loans Loan and collectively, the "Swingline Loans") to the Borrower at any time and from time to time during on and after the Availability PeriodEffective Date and prior to the Swingline Expiry Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 10,000,000 or (ii) the sum of the total Revolving Exposures Extensions of Credit exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline -------- Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such the immediately succeeding Business Day Day, in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Revolving Lender’s Applicable 's Revolving Percentage of such Swingline Loan or LoansLoan. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative AgentAgent on the immediately succeeding Business Day, for the account of the Swingline Lender, such Revolving Lender’s Applicable 's Revolving Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default (including under Section 7.05) or reduction or termination of the CommitmentsRevolving Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the ------- -------- Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans loans to the Borrower Borrowers (each such loan, a “Swingline Loan”), at any time and from time to time during on or after the Availability PeriodThird Restatement Effective Date and prior to the Swingline Expiry Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount sum of outstanding the total Swingline Loans Exposures exceeding $15,000,00075,000,000, (ii) the sum of the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (ortotal Commitments, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (iv) in the Tranche A Credit Extensions exceeding the lesser case of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that Lender acting as the Swingline Lender shall not be required to make a (whether directly or through an Affiliate), the sum of such Lender’s Revolving Credit Exposure plus (without duplication) the outstanding principal amount of Swingline Loan to refinance an outstanding Loans made by the Swingline LoanLender exceeding such Lender’s Commitment. Each Swingline Loan shall be in an integral multiple made as part of $100,000 and not less than $500,000a Borrowing consisting of Swingline Loans made by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. Each Swingline Loan shall be denominated in dollars and shall be in an amount that is an integral multiple of $500,000 and not less than $500,000; provided that a Swingline Loan may be made in an aggregate amount that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.5(e). (b) To request a Swingline Loan, the Lead Borrower shall notify the Administrative Agent of such request by telephone telephone, telecopy or electronic mail (and, in the case of telephonic notice, confirmed by facsimilehand delivery, telecopy or electronic mail), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Lead Borrower. The Swingline Lender shall make each such Swingline Loan available to the Borrower Borrowers by means of a credit to the Funding Account general deposit account of the applicable Borrower or otherwise in accordance Borrowers with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.5(e), by remittance to the applicable Issuing Bank) by 4:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental AvailabilityOn any Business Day, the Swingline Lender may by may, in its sole discretion, give written notice given to the Administrative Agent not later than 2:00 p.m.Lead Borrower (unless a Default or Event of Default then exists under clauses (h) and (i) of Article VII) and the other Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under clauses (h) and (i) of Article VII or upon the exercise of any of the remedies provided in the last paragraph of Article VII), New York City timein which case one or more Borrowings of Revolving Loans constituting ABR Loans and denominated in dollars (each such Borrowing, a “Mandatory Borrowing”) shall be made on any the immediately succeeding Business Day require the Tranche A by all Lenders to acquire participations pro rata based on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Article VII, if applicable) and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loan or Loans. Each Tranche A Lender hereby absolutely irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and unconditionally agreesin the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with any minimum borrowing amount otherwise required hereunder, (ii) whether any conditions specified in Section 4 are then satisfied, (iii) whether a Default or an Event of Default then exists or would result therefrom, (iv) the date of such Mandatory Borrowing, and (v) the amount of the total Commitments at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code, the Insolvency Xxx 0000 of the United Kingdom or any other applicable Debtor Relief Laws with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from any Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon receipt their respective Applicable Percentages (determined before giving effect to any termination of notice as provided above, to pay the Revolving Loan Commitments pursuant to the Administrative Agentlast paragraph of Article VII), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender, such Lender’s Applicable Percentage Lender until the date as of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including which the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment respective participation is required to be refunded purchased and, to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant extent attributable to this paragraph the purchased participation, shall not relieve be payable to the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments participant from and after such date and (y) Incremental Availability and (iii) Swingline Loans are outstanding as at the time any purchase of participations pursuant to this sentence is actually made, the close of business on any Monday, purchasing Lender shall be required to pay the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, interest on the following Business Day requiring that principal amount of participation purchased for each day from and including the Tranche A-1 Lenders make day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the Overnight Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans that are maintained as ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)hereunder for each day thereafter.

Swingline Loans. (a) Subject to On the terms and subject to the conditions and relying upon the representations and warranties herein set forth hereinforth, the Swingline Lender agrees agrees, at any time and from time to time from and including the Closing Date to but excluding the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments, in accordance with the terms hereof, to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in to exceed the lesser of (i) $25,000,000 and (ii) the difference between (x) the aggregate Revolving Credit Commitments at such time and (y) the sum of (A) the aggregate principal amount of Revolving Loans outstanding Swingline Loans exceeding $15,000,000, at such time and (iiB) the total Revolving Exposures exceeding the lesser LC Exposure (other than Incremental LC Exposure attributable to Xxxxxxxxx Letters of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base Credit issued pursuant to Section 3.11) at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a principal amount that is an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursed. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower250,000. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender by 3:00 p.m. on the date such Swingline Loan is requested to be made pursuant to paragraph (including, b) below. Within the limits set forth in the case first sentence of a this paragraph, the Borrower may borrow, pay or prepay and reborrow Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance Loans prior to the applicable Issuing Bank, Revolving Credit Maturity Date on the terms and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance subject to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loanconditions and limitations set forth herein. (b) If The Borrower shall give the Administrative Agent telephonic, written or telecopy notice (in the case of telephonic notice, such notice shall be promptly confirmed by telecopy) not later than 11:00 a.m., New York City time, on the day of a proposed borrowing. Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and amount of such Swingline Loan. The Administrative Agent shall promptly advise the Swingline Lender of any notice received from the Borrower has borrowed the full amount of the lesser of pursuant to this paragraph (xb). (c) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written or telecopy notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in purchase all or a any portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly to be purchased and the Administrative Agent shall promptly upon receipt of such notice, the Administrative Agent will notice give notice thereof to each Tranche A Lender, specifying in such notice to each Lender such Lender’s Applicable Percentage 's pro rata percentage (based on the percentage that such Lender's Revolving Credit Commitment bears to the aggregate amount of the Revolving Credit Commitments on the date of such notice) of such Swingline Loan or Swingline Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, agrees to pay to the Administrative Agent, for not later than 2:00 p.m., New York City time, on the account date of the Swingline Lendersuch notice, such Lender’s Applicable Percentage 's pro rata percentage (determined as aforesaid) of the principal amount of such Swingline Loan or Swingline Loans. Each Tranche A Lender acknowledges and agrees such payment shall for all purposes hereunder be deemed to be an ABR Revolving Loan (it being understood that its (i) each Lender's obligation to acquire participations in Swingline Loans pursuant to this paragraph make such payment is absolute and unconditional and shall not be affected by any event or circumstance whatsoever, including the occurrence and continuance of a any Default or Event of Default hereunder or the failure of any condition precedent set forth in Article V to be satisfied or the reduction or termination of the Commitments, and that (ii) each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify promptly advise the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts notice received by from the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof(c). (cd) If (i) the Tranche A-1 Commitments have not been terminatedThe Borrower may prepay any Swingline Loan in whole or in part at any time without premium or penalty, (ii) provided that the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to have given the Administrative Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) of such prepayment not later than 1:00 p.m.11:00 a.m., New York City time, on the following Business Day requiring that designated by the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on Borrower for such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)prepayment.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in its sole discretion in Dollars to the Borrower Company from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 30,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Baseaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower Company shall notify the Administrative Agent Swingline Lender of such request in writing by telephone (confirmed by facsimile)telecopy, not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursed. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerLoan. The Swingline Lender shall make each Swingline Loan available to the Borrower Company by means of a credit to the Funding Account or otherwise in accordance general deposit account of the Company with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable relevant Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower Company (or other party on behalf of the BorrowerCompany) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Company of any default in the payment thereof. (cd) If The Administrative Agent may at any time replace the Swingline Lender (to the extent the Swingline Lender is not the Lender then acting as the Administrative Agent) with the Lender then acting as the Administrative Agent by providing not less than ten (10) Business Days’ written notice to the Company and the Lender then acting as the Swingline Lender of such replacement. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Company shall prepay any Swingline Exposure at such time, together with any accrued interest to the extent required by Section 2.13. From and after the effective date of any such replacement, (i) the Tranche A-1 Commitments successor Swingline Lender shall have all the rights and obligations of the Swingline Lender under this Agreement with respect to Swingline Loans to be made by such successor Swingline Lender thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to the previous Swingline Lender, or to such successor and the previous Swingline Lenders, as the context shall require. After the replacement of the Swingline Lender hereunder, and to the extent the Swingline Exposure of such replaced Swingline Lender has not been terminatedrepaid by the Company pursuant to this clause (d), the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans then outstanding and made by it prior to such replacement, but shall not be required or able to make additional Swingline Loans. (e) Unless otherwise agreed by the Administrative Agent, the Swingline Lender shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Swingline Loans made by the Swingline Lender, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any MondayBusiness Day on which the Company fails to repay a Swingline Loan required to be repaid on such day, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on date of such Business Day in an amount equal to failure and the amount of such Swingline Loans Loan and (iii) on any other Business Day, such other information as the “Refunded Swingline Loans”) outstanding Administrative Agent shall reasonably request as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to Swingline Loans made by the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)Swingline Lender.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make swingline loans ("Swingline Loans Loans") to the each Borrower from time to time during the Availability Revolving Credit Commitment Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 10,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the lesser of total Revolving Credit Commitments (or at any time prior to the Aggregate Commitments and the Tranche A-1 Borrowing Base (orTender Closing Date, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base$175,000,000); provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the such Borrower. The Swingline Lender shall make each Swingline Loan available to the such Borrower by means of a credit to the Funding Account or otherwise in accordance general deposit account of such Borrower with the instructions of the Borrower (includingSwingline Lender by 3:00 p.m., in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)New York City time, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable 's Revolving Credit Commitment Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable 's Revolving Credit Commitment Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.02(b) with respect to Revolving Credit Loans made by such Lender (and Section 2.07 2.02(b) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower Borrowers (or other party on behalf of the BorrowerBorrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Borrowers of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,00050,000,000 (as such amount may be increased from time to time, but not above $75,000,000, with the consent of the Administrative Agent (such consent not to be unreasonably withheld) and the Swingline Lender), (ii) the Dollar Amount of the total Dollar Tranche Revolving Credit Exposures exceeding the lesser of the Aggregate aggregate Dollar Tranche Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Dollar Amount of the total Revolving Credit Extensions Exposures exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Baseaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the a Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the a Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit to the Funding Account or otherwise in accordance general deposit account of such Borrower with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Dollar Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Dollar Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Dollar Tranche A Lender, specifying in such notice such Lender’s Applicable Dollar Tranche Percentage of such Swingline Loan or Loans. Each Dollar Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Dollar Tranche Lender’s Applicable Dollar Tranche Percentage (after giving effect to the reallocation provisions of paragraph (d) below) of such Swingline Loan or Loans. Each Dollar Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph in an amount equal to its Dollar Tranche Percentage thereof is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Dollar Tranche Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Dollar Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Dollar Tranche Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Dollar Tranche A Lenders. The Administrative Agent shall notify the Borrower Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)Swingline

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may, in its sole discretion, make Swingline Loans to the Borrower from time to time during the Revolving Availability Period, Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 100,000,000 or (ii) the sum of the total Revolving Exposures exceeding the lesser of (A) the Aggregate total Revolving Commitments at such time and (B) the Tranche A-1 Borrowing Base Amount in effect at such time minus the sum of (or, if 1) the outstanding Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base 1 Term Loans at such time) or , (iii2) the outstanding Tranche A Credit Extensions exceeding 2 Term Loans at such time, (3) the lesser of outstanding Tranche 3 Term Loans at such time, (4) the Aggregate Tranche A Commitments outstanding Other Term Loans at such time, (5) the Other Revolving Exposures at such time and (6) the Tranche A Borrowing BaseAdditional Senior Debt at such time; provided that (i) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Loan and (ii) the Swingline Lender shall not have any obligation, under this Agreement or otherwise, to make any Swingline Loan shall be requested by the Borrower hereunder and may, in an integral multiple of $100,000 and not less than $500,000its sole discretion, decline to make a requested Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit wire transfer to the Funding Account or otherwise in accordance with the instructions of an account designated by the Borrower (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable relevant Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If Interest on each Swingline Loan shall be payable on the Interest Payment Date with respect thereto. (d) The Administrative Agent shall (i) at any time when Swingline Loans in an aggregate principal amount of $10,000,000 or more are outstanding, at the request of the Swingline Lender in its sole discretion, or (ii) on the date that is seven days after the date on which a Swingline Loan was made, deliver on behalf of the Borrower has borrowed a Borrowing Request pursuant to Section 2.03 for an ABR Revolving Borrowing in the full amount of such Swingline Loans; provided, however, that the lesser obligations of the Lenders to fund such Borrowing shall not be subject to the conditions set forth in Section 4.02. (xe) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.12:00 noon, New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such noticenotice (but no later than 2:00 p.m., New York City time, on such Business Day), the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon timely receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; , and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iiif) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice also may be made available to the Administrative Agent not later than 1:00 p.m.Borrower pursuant to any Other Revolving Commitment established by any Loan Modification Agreement or Refinancing Amendment, New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on in each case as provided in such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)Loan Modification Agreement or Refinancing Amendment.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, (pound)50,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. Swingline Loans shall only be made in Pounds. (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent Documentation Manager of such request by telephone (confirmed by facsimiletelecopy) in accordance with Schedule 2.03(A), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) ), the requested interest rate and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent Documentation Manager will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account (as more specifically set forth on Schedule 2.03(B), and changed from time to time only by a written notice) of the Borrower (includingwith the Swingline Lender by 3:00 p.m., in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)London time, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent Documentation Manager not later than 2:00 p.m.11:00 am, New York City London time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent Documentation Manager will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative AgentDocumentation Manager, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent Documentation Manager shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent Documentation Manager shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent Documentation Manager and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative AgentDocumentation Manager; any such amounts received by the Administrative Agent Documentation Manager shall be promptly remitted by the Administrative Agent Documentation Manager to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default has occurred and that such Lender will not acquire participations in Swingline Loans made while such Event of Default is continuing. (cd) If (i) the Tranche A-1 Commitments have not been terminatedNotwithstanding any other provision of this Agreement, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required entitled to make such Revolving Loans to request at any time a Swingline Loan hereunder without requesting a ratable borrowing from the extent (but only to swingline lender under the extent) that such Loans would cause Facility B Agreement in accordance with the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)terms thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability PeriodPeriod applicable to the Swingline Lender, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 50,000,000 or (ii) the sum of the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile)request, not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan, which may be given by (x) telephone or (y) by a Swingline Loan Notice, provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Swingline Loan Notice. Each such notice Borrowing request shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Revolving Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the US Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount Principal Amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 15,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Total Revolving Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the US Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the US Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the US Borrower. The Swingline Lender shall make each Swingline Loan available to the US Borrower by means of a credit to the Funding Account or otherwise in accordance general deposit account of the US Borrower with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing BankLetter of Credit Issuer) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.12:00 noon, New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s Applicable 's Available Revolving Percentage (for each Swingline Loan, as of the date of such participation) of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the 50 Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable 's Available Revolving Percentage (for each Swingline Loan, as of the date of such participation) of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandisMUTATIS MUTANDIS, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the US Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the US Borrower (or other party on behalf of the US Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the US Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender agrees to make Swingline Loans to the Borrower Cellco from time to time during the portion of the Revolving Availability PeriodPeriod after the Stage I Contribution Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 50,000,000 or (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Commitments; provided that the Swingline Lender Lenders shall not be required to make a Swingline Loan Loans to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Cellco may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline LoanBorrowing, the Borrower Cellco shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 2:00 p.m., New York City time, on the day of a proposed Swingline LoanBorrowing. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan Borrowing and the location and number maturity thereof, which shall be no more than five days after the date of the Borrower’s account or other designated account(s) to which funds are to be disbursedsuch Borrowing. The Administrative Agent will promptly advise the Swingline Lender Lenders of any such notice received from the BorrowerCellco. The Swingline Lender Lenders shall make each Swingline Loan available to the Borrower Cellco by means of a credit credits to the Funding Account or otherwise in accordance general deposit account of Cellco with the instructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 3:00 p.m., New York City time, on the requested date of such Swingline LoanBorrowing. Each Swingline Borrowing shall be comprised of Swingline Loans made in equal amount by the Swingline Lenders, and the obligations of the Swingline Lenders to make such Swingline Loans shall be several but not joint. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the A Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the such Swingline Loans outstandingLender's outstanding Swingline Loans. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Credit Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the applicable Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the applicable Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Tranche A Revolving Credit Lenders. The Administrative Agent shall notify the Borrower Cellco of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline LenderLenders. Any amounts received by the a Swingline Lender from the Borrower (or other party on behalf of the Borrower) Cellco in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline LenderLenders, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Cellco of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,00045,000,000, (ii) prior to the Bridge Termination Date, the sum of the total Revolving Credit Exposures exceeding the lesser of Bridge Period Availability Amount or the Aggregate total Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) after the Tranche A Bridge Termination Date, the sum of the total Revolving Credit Extensions Exposures exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees Lenders agree to make Swingline Loans in Dollars ratably (50% by each Swingline Lender) to the Borrower Company from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 150,000,000 or (ii) the Total Revolving Exposure exceeding the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing BaseCommitments; provided that the neither Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower Company shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the each Swingline Lender of any such notice received from the BorrowerCompany. The Each Swingline Lender shall make each Swingline Loan available to the Borrower Company by means of a an immediately available credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower (includingCompany with such Swingline Lender or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.22(e), by remittance to the applicable Issuing BankBank by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the Either Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion (in such case, ratably from the Swingline Lenders) of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Revolving Commitment Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lenders ratably (50% to each Swingline Lender), such Revolving Lender’s Applicable Revolving Commitment Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Revolving Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender Lenders ratably (50% to each Swingline Lender) the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower Company of any participations participation in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline LenderLenders. Any amounts received by the either Swingline Lender from the Borrower Company (or other party on behalf of the BorrowerCompany) in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline LenderLenders, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Company of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower Borrowers from time to time during the ABT Availability Period, Period in Euros in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000€25,000,000, or, for the purposes of a Swingline Borrowing to reimburse an LC Disbursement as contemplated by Section 2.04(e), exceeding €50,000,000, or (ii) the total Revolving aggregate amount of the ABT Credit Exposures exceeding the lesser aggregate amount of the Aggregate Commitments and the Tranche A-1 Borrowing Base (orABT Commitments, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the a Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.11:00 a.m., New York City London time, on the day of a such proposed Swingline Loan; provided that if at any time an LC Disbursement denominated in Euros shall be made in an amount at least equal to the Borrowing Minimum for Swingline Loans but not greater than the amount then available to be borrowed as a Swingline Borrowing for purposes of Section 2.04(e), a notice of a Swingline Borrowing to finance the reimbursement of such LC Disbursement shall be deemed to have been timely given as contemplated by Section 2.04(e) unless the applicable Borrower, or the European J.V. on behalf of such Borrower, shall have given notice to the contrary to the Administrative Agent, or shall have repaid such LC Disbursement, not later than 10:00 a.m., London time, on the Business Day next following the date on which such Borrower or the European J.V. shall have been notified of such LC Disbursement. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower or by the European J.V. on behalf of such Borrower. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Swingline Loan and the location and number Loan, which shall be in an integral multiple of the Borrower’s account or other designated account(s) to which funds are to be disbursedBorrowing Multiple and not less than the Borrowing Minimum. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the a Borrower. The Swingline Lender shall make each Swingline Loan to be made by it available to the applicable Borrower by means of a credit to the Funding Account or otherwise in accordance an account of such Borrower maintained with the instructions of the Borrower (includingSwingline Lender by 3:00 p.m., in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)London time, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may may, by written notice given to the Administrative Agent not later than 2:00 p.m.12:00 noon, New York City London time, on any Business Day (each date on which such notice is given, a “Notice Date”) require the Tranche A ABT Lenders to acquire participations on such the second Business Day after the Notice Date in all or a portion of the outstanding Swingline Loans, and such Swingline Loans outstandingshall be continued on the second Business Day after the Notice Date as a Eurocurrency Borrowing having an Interest Period of one week’s duration; provided that the Swingline Lender shall not give such notice to the Administrative Agent unless it shall have first given the applicable Borrower notice by 2:00 p.m., London time, on the Business Day immediately preceding the Notice Date of its intent to give such notice to the Administrative Agent and the Borrower shall not have given the Swingline Lender notice by 9:00 a.m., London time, on the Notice Date that it agrees to repay such Swingline Loans on or prior to the second Business Day after the Notice Date. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A ABT Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A ABT Lender, specifying in such notice such Lender’s Applicable ABT Percentage of such Swingline Loan or Swingline Loans. Each Tranche A ABT Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable ABT Percentage of such Swingline Loan or Swingline Loans. Each Tranche A ABT Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A ABT Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the ABT Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A ABT Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the applicable Borrower (or other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A ABT Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; , provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicablethe case may be, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (ai) Subject to the terms and conditions set forth herein, the each Swingline Lender severally agrees to make Swingline Loans to the Borrower from time to time during the Availability Periodperiod from the date hereof to such Swingline Lender’s Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i1) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000100,000,000 in the aggregate or $50,000,000 individually for each such Swingline Lender, and (ii2) the total Revolving Exposures exceeding the lesser sum of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A total Outstanding Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing BaseCommitment Amount; provided that the such Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be made as Base Rate Advances or, subject to the provisions of Section 2.06(c), Cost of Funds Advances, and shall be repaid no later than 7 days after the date any Swingline Lender makes a Swingline Loan available to the Borrower (“Swingline Repayment Date”). (ii) To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the applicable Swingline Lender of such request by telephone (confirmed by facsimile), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the Swingline Lender from which the Borrower seeks the Swingline Loan, the Type of Advance, the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the applicable Swingline Lender of any such notice received from the Borrower. The applicable Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower (including3:00 P.M., in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)New York City time, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan, and each Swingline Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from such Swingline Lender, a participation in such Swingline Loan and the related Swingline Obligation in proportion to its Pro Rata Share. (biii) If the Borrower has borrowed fails to repay fully the full Swingline Loan by the Swingline Repayment Date, the Borrower shall be deemed to have requested that a Revolving Loan constituting Base Rate Advances be disbursed to reimburse the Swingline Lender in an amount of equal to the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availabilityunpaid Swingline Loan. In such event, the Swingline Lender may by written notice given to shall promptly notify the Administrative Agent not later than 2:00 p.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participateAgent. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage Pro Rata Share of such Advance. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the manner as provided in Section 2.02(a)(i) with respect to Revolving Loans made by such Lender (and Section 2.02(a)(i) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. (iv) If any Swingline Loan is not fully refinanced by the making of the Base Rate Advances as provided in Section 2.02(b)(iii) above because the Borrower cannot satisfy the conditions set forth in Article III or for any other reason, the Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 A.M., New York City time, on any Business Day require the Lenders to fund their participations on such Business Day in all of the Swingline Loans outstanding. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such LenderXxxxxx’s Applicable Percentage Pro Rata Share of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a an Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.02(a)(i) with respect to Revolving Loans made by such Lender (and Section 2.07 2.02(a)(i) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a the Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (cv) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full Each Borrowing constituting Swingline Loans shall at all times be in an aggregate amount of the lesser $5,000,000 or a higher integral multiple of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)$1,000,000.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period, in each case in an aggregate principal amount at any time outstanding that (i) is an integral multiple of $1,000,000 and not less than $2,000,000, (ii) will not result in (i) the aggregate outstanding principal amount of outstanding all Swingline Loans exceeding Five Million Dollars ($15,000,000, (ii5,000,000) the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) will not result in the Tranche A Credit Extensions Total Outstanding Amount exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing BaseTotal Commitment then in effect; provided that the Swingline Lender shall will not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy or email transmission), not later than 1:00 3:00 p.m., New York City timePrevailing Eastern Time, on the day proposed date of a proposed Swingline Loanborrowing. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will shall promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance Borrower’s general deposit account with the instructions of the Borrower Swingline Lender (includingor, in the case of a if such Swingline Loan is made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing BankLetter of Credit Issuer) by 5:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)Prevailing Eastern Time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. Each Swingline Loan shall bear interest at the rate specified in Section 2.13(c). (bc) If the The Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, unconditionally promises to pay to the Swingline Lender may the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the thirtieth day after such Swingline Loan is made; provided that, unless the Swingline Lender otherwise expressly agrees in writing, on each day that a Borrowing of Loans is made, the Borrower shall repay all Swingline Loans that are outstanding on such day. (d) The Borrower will have the right at any time to prepay any Swingline Loan in full or in part in an amount that is an integral multiple of $1,000,000. The Borrower shall notify the Swingline Lender and the Administrative Agent, by telephone (confirmed by telecopy or email transmission), of the date and amount of any such prepayment not later than noon, Prevailing Eastern Time, on the date of prepayment. Each such prepayment shall be made directly to the Swingline Lender and shall be accompanied by accrued interest on the amount prepaid. (e) The Swingline Lender may, by written notice given to the Administrative Agent not later than 2:00 3:00 p.m., New York City timePrevailing Eastern Time, on any Business Day Day, require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans then outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of after it receives such notice, the Administrative Agent will give notice shall notify each Lender as to the details thereof to each Tranche A Lender, specifying in such notice and such Lender’s Applicable Percentage of such aggregate amount of Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided abovesuch notification, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such aggregate amount of Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its Lender’s obligation to acquire participations in Swingline Loans pursuant to this paragraph subsection is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Commitments, and that each payment by a Lender to acquire such payment participations shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph subsection by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06(b) shall apply, mutatis mutandis, to the payment obligations of the LendersLenders under this subsection), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan Loans acquired pursuant to this paragraphsubsection, and thereafter payments in respect of such - 28 - Swingline Loan Loans shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of receives the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; , which shall promptly remit any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent it to the Tranche A Lenders that shall have made their payments pursuant to this paragraph subsection and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan Loans pursuant to this paragraph shall subsection will not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees Lender, in its sole discretion, may agree to make Swingline Loans in dollars to the any Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 50,000,000 or (ii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the lesser of total Facility Commitments. Notwithstanding the Aggregate Commitments and foregoing, unless approved by the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminatedRequired Lenders, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Borrower may not request Swingline Lender shall not be required to make Loans hereunder while a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan Change in Control Standstill Period shall be in an integral multiple of $100,000 and not less than $500,000effect. Within the foregoing limits and subject to the terms and conditions set forth herein, the any Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the a Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile)telecopy, not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and Loan. If the location and number of Swingline Lender agrees, in its sole discretion, to fund the Borrower’s account or other designated account(s) to which funds are to be disbursed. The Swingline Loan, the Administrative Agent will promptly advise the Swingline Lender of any such notice received from the any Borrower. The Swingline Lender shall make each Swingline Loan available to the relevant Borrower by means of a credit to the Funding Account or otherwise in accordance general deposit account of the Company with the instructions of the Borrower (includingSwingline Lender by 3:00 p.m., in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)New York City time, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline LoanLoan (and if the applicable Borrower is a Borrowing Subsidiary, the Company shall make such funds available to such Borrowing Subsidiary) or to such other account as may be specified in the applicable Borrowing Request. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the relevant Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the any Borrower (or other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the relevant Borrower of any default in the payment thereof. (cd) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender This Section 2.05 shall deliver written notice be subject to the Administrative Agent not later than 1:00 p.m., New York City time, on applicable provisions of Section 2.21 in the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)event any Lender becomes a Defaulting Lender.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the each Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,00035,000,000, or (ii) the total aggregate Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (oraggregate Available Commitments; provided, if the Tranche A-1 Commitments have been terminatedhowever, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.than, as applicable, noon New York City time, or 9:30 a.m., London time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount and currency (which shall be Dollars or euros) of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the such Borrower. The Swingline Lender shall make each Swingline Loan available to the such Borrower by means of a credit to the Funding Account or otherwise in accordance a general deposit account of such Borrower with the instructions of the Borrower (includingSwingline Lender by 3:00 p.m., in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)Local Time, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans outstandingdenominated in Dollars. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., London time, on any Business Day (each date on which such notice is given, a “Notice Date”) require the Lenders to acquire participations on the second Business Day after the Notice Date in all or a portion of the outstanding Swingline Loans denominated in euros, and such Swingline Loans shall be continued on the second Business Day after the Notice Date as a Eurocurrency Borrowing having an Interest Period of one month’s duration; provided, however, that the Swingline Lender shall not give such notice to the Administrative Agent unless it shall have first given the Borrowers notice by 2:00 p.m., London time, on the Business Day immediately preceding the Notice Date of its intent to give such notice to the Administrative Agent and the Borrowers shall not have given the Swingline Lender notice by 9:00 a.m., London time, on the Notice Date that they agree to repay such Swingline Loans on or prior to the second Business Day after the Notice Date. Such notice shall specify the aggregate amount and currency of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative AgentAgent in the currency of each such Swingline Loan, for the account of the Swingline Lender, such Lender’s Applicable Percentage of each such Swingline Loan or LoansLoan. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the a Borrower (or other party on behalf of the a Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof. (c) If (i) . Notwithstanding the Tranche A-1 Commitments foregoing, a Lender shall not have not been terminated, (ii) any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments time such Swingline Loan was made and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, such Lender shall have notified the Swingline Lender shall deliver written notice in writing, at least one Business Day prior to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of time such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, howeverLoan was made, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) Event of Default has occurred and that such Lender will not acquire participations in Swingline Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser made while such Event of (x) the Aggregate Tranche A-1 Commitments and (y)Default is continuing.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Primary Borrower or The Xxxxxxx Works from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding Ten Million Dollars ($15,000,00010,000,000.00), (ii) the total Swingline Lender's Revolving Exposures Credit Exposure, exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) its Revolving Credit Commitment or (iii) the Tranche A sum of the Revolving Credit Extensions Exposure plus the total Competitive Loan Exposures exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Revolving Credit Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the each such Borrower may borrow, prepay and reborrow Swingline Loans. Each Swingline Loan shall bear interest at the lower of the Alternate Base Rate or such rate of interest, if any, as the Swingline Lender may offer to the Borrower of such Loan at the time of such Borrower's notice pursuant to Section 2.05(b). (b) To request a Swingline Loan, the a Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the requesting Borrower. The Swingline Lender shall (i) notify the requesting Borrower of any interest rate that is lower than the Alternate Base Rate that the Swingline Lender may, in its discretion, offer to the Borrower for such Loan, and (ii) make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), in each case by remittance to the Administrative Agent to be distributed to the Lenders) 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Primary Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the a Borrower (or other party on behalf of the a Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, Period the Swingline Lender shall make Swingline Loans in Dollars to the Borrower in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, (ii) the total Swingline Lender’s Revolving Exposures Credit Exposure exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (orits Commitment, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Total Revolving Credit Extensions Exposure exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing BaseCommitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. ; provided that Swingline Loans may not be outstanding for more than 10 Business Days in any calendar month. (b) To request a Swingline Loan, the Borrower shall notify submit a written notice to the Administrative Agent of such request by telephone (confirmed by facsimile), telecopy or electronic mail not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit wire transfer of immediately available funds to the Funding Account or otherwise in accordance with the instructions of an account designated by the Borrower (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m. New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m. New York City time on the immediately succeeding Business Day) to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (cd) If (i) The Swingline Lender may be replaced at any time by written agreement among the Tranche A-1 Commitments have not been terminatedBorrower, (ii) the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower has not borrowed shall pay all unpaid interest accrued for the full amount account of the lesser replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (x) the aggregate Tranche A-1 Commitments successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (y) Incremental Availability references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and (iii) all previous Swingline Loans are outstanding Lenders, as the context shall require. After the replacement of the close of business on any Monday, the Swingline Lender hereunder, the replaced Swingline Lender shall deliver written notice remain a party hereto and shall continue to have all the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal rights and obligations of a Swingline Lender under this Agreement with respect to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; providedmade by it prior to its replacement, however, that the Tranche A-1 Lenders but shall not be required to make such Revolving Loans additional Swingline Loans. (e) Subject to the extent (but only appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as Swingline Lender at any time upon thirty days’ prior written notice to the extentAdministrative Agent, the Borrower and the Lenders, in which case, the Swingline Lender shall be replaced in accordance with Section 2.05(d) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)above.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in its sole discretion in Dollars to the Borrower Company from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 30,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Baseaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower Company shall notify the Administrative Agent Swingline Lender of such request in writing by telephone (confirmed by facsimile)telecopy, not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursed. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerLoan. The Swingline Lender shall make each Swingline Loan available to the Borrower Company by means of a credit to the Funding Account or otherwise in accordance general deposit account of the Company with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable relevant Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower Company (or other party on behalf of the BorrowerCompany) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Company of any default in the payment thereof. (cd) If The Administrative Agent may at any time replace the Swingline Lender (to the extent the Swingline Lender is not the Lender then acting as the Administrative Agent) with the Lender then acting as the Administrative Agent by providing not less than ten (10) Business Days' written notice to the Company and the Lender then acting as the Swingline Lender of such replacement. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Company shall prepay any Swingline Exposure at such time, together with any accrued interest to the extent required by Section 2.13. From and after the effective date of any such replacement, (i) the Tranche A-1 Commitments successor Swingline Lender shall have all the rights and obligations of the Swingline Lender under this Agreement with respect to Swingline Loans to be made by such successor Swingline Lender thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to the previous Swingline Lender, or to such successor and the previous Swingline Lenders, as the context shall require. After the replacement of the Swingline Lender hereunder, and to the extent the Swingline Exposure of such replaced Swingline Lender has not been terminatedrepaid by the Company pursuant to this clause (d), the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans then outstanding and made by it prior to such replacement, but shall not be required or able to make additional Swingline Loans. (e) Unless otherwise agreed by the Administrative Agent, the Swingline Lender shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Swingline Loans made by the Swingline Lender, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any MondayBusiness Day on which the Company fails to repay a Swingline Loan required to be repaid on such day, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on date of such Business Day in an amount equal to failure and the amount of such Swingline Loans Loan and (iii) on any other Business Day, such other information as the “Refunded Swingline Loans”) outstanding Administrative Agent shall reasonably request as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to Swingline Loans made by the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)Swingline Lender.

Swingline Loans. (a) Subject to On the terms and subject to the conditions set forth hereincontained in this Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrower Borrowers from time to time on any Business Day during the Availability Periodperiod from the Effective Date until the Revolving Credit Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans for all Borrowers exceeding $15,000,000the Swingline Loan Sublimit, (ii) the total any Borrower’s Revolving Exposures Credit Outstandings exceeding the lesser of the Aggregate Commitments its Revolving Credit Sublimit and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A aggregate Revolving Credit Extensions Outstandings exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basethen effective Revolving Credit Commitments; provided provided, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be substantially the form of Exhibit I (Form of Swingline Loan Request) (a “Swingline Loan Request”), be irrevocable and shall specify (i) the requested date (which shall be a Business Day) and of the Swingline Loan, (ii) the amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s(iii) to which funds are whether such Swingline Loan is to be disburseda Base Rate Loan or a LMIR Loan. If no election as to the Type of Swingline Loan is specified, then the requested Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the such Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit or wire transfer of funds, as applicable, to an account of such Borrower designated by such Borrower in writing to the Funding Account or otherwise in accordance with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in a Reimbursement Obligation to the extent permitted by Section 2.06(e2.12(h), by remittance to the applicable Issuing BankIssuer) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan.. Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 ----- (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage Ratable Portion of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage Ratable Portion of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, funds to the payment obligations of the Lenders)Administrative Agent, and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Parent Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the any Borrower (or other party on behalf of the any Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; , and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided provided, that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability PeriodPeriod on same-day notice, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 5,000,000 or (ii) the sum of the total Revolving Exposures Credit Exposure exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. (b) At any time when the Autoborrow Agreement is in effect, the provisions thereof shall govern the advancing of a Swingline Loan. At any time when the Autoborrow Agreement is not in effect, the provisions of this Section 2.04(b) shall govern the request for and the advance of a Swingline Loan. To request a Swingline Loan, the Borrower shall notify the Swingline Lender (with a copy of such notification to the Administrative Agent Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m.12:00 noon, New York City Houston, Texas time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursed. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerLoan. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)Houston, by remittance to the Administrative Agent to be distributed to the Lenders) Texas time, on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City Houston, Texas time, on any Business Day following an Event of Default including the failure of Borrower to pay any principal, interest, fees or other amounts with respect to a Swingline Loan at the time required by this Agreement, require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to promptly pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of transferring immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any Promptly after receipt, the Swingline Lender shall remit to the Administrative Agent any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agenttherein; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to During the Revolving Loan Availability Period the Swingline Lender agrees, on the terms and conditions set forth hereinin this Agreement, the Swingline Lender agrees to make Swingline Loans lend to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding amounts that will not result in (i) the aggregate principal amount of outstanding Swingline Loans at any time exceeding $15,000,000, (ii) the total sum of the Letter of Credit Exposure and the aggregate principal amount of outstanding Revolving Exposures Loans and Swingline Loans at any time exceeding the lesser of the Aggregate Commitments and the Tranche A-1 then current Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A sum of the Letter of Credit Extensions Exposure and the aggregate principal amount of all outstanding Swingline Loans and Revolving Loans at any time exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the total Revolving Loan Commitments. All Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan Loans shall be made in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject Dollars. (b) In order to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m., P.M. (New York City time, ) on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify , specifying the requested proposed date (which shall be a Domestic Business Day) and amount of the requested Swingline Loan (which shall be $1,000,000 or a larger multiple of $500,000) and the location and number duration of the Borrower’s account or other designated account(s) Interest Period applicable thereto, subject to which funds are to be disbursedthe definition of Interest Period. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit wire transfer to the Funding Account or otherwise in accordance with the instructions account of the Borrower (including, in most recently specified by the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), Borrower by remittance notice to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided Swingline Lender for such purpose by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders2:00 P.M. (New York City time) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent Lenders not later than 2:00 p.m., 10:00 A.M. (New York City time, ) on any Domestic Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A the Lenders will participateacquire participations. Promptly upon receipt In furtherance of such noticethe foregoing, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.02 with respect to Loans made by such Lender (and Section 2.07 2.02 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans loans to the Borrower Borrowers (each such loan, a “Swingline Loan”), at any time and from time to time during on or after the Availability PeriodThird Restatement Effective Date and prior to the Swingline Expiry Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount sum of outstanding the total Swingline Loans Exposures exceeding $15,000,00075,000,000, (ii) the sum of the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (ortotal Commitments, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (iv) in the Tranche A Credit Extensions exceeding the lesser case of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that Lender acting as the Swingline Lender shall not be required to make a (whether directly or through an Affiliate), the sum of such Lender’s Revolving Credit Exposure plus (without duplication) the outstanding principal amount of Swingline Loan to refinance an outstanding Loans made by the Swingline LoanLender exceeding such Lender’s Commitment. Each Swingline Loan shall be in an integral multiple made as part of $100,000 and not less than $500,000a Borrowing consisting of Swingline Loans made by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. Each Swingline Loan shall be denominated in dollars and shall be in an amount that is an integral multiple of $500,000 and not less than $500,000; provided that a Swingline Loan may be made in an aggregate amount that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.5(e). (b) To request a Swingline Loan, the Lead Borrower shall notify the Administrative Agent of such request by telephone telephone, telecopy or electronic mail (and, in the case of telephonic notice, confirmed by facsimilehand delivery, telecopy or electronic mail), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Lead Borrower. The Swingline Lender shall make each such Swingline Loan available to the Borrower Borrowers by means of a credit to the Funding Account general deposit account of the applicable Borrower or otherwise in accordance Borrowers with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.5(e), by remittance to the applicable Issuing Bank) by 4:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental AvailabilityOn any Business Day, the Swingline Lender may by may, in its sole discretion, give written notice given to the Administrative Agent not later than 2:00 p.m.Lead Borrower (unless a Default or Event of Default then exists under clauses (h) and (i) of Article VII) and the other Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under clauses (h) and (i) of Article VII or upon the exercise of any of the remedies provided in the last paragraph of Article VII), New York City timein which case one or more Borrowings of Revolving Loans constituting ABR Loans and denominated in dollars (each such Borrowing, a “Mandatory Borrowing”) shall be made on any the immediately succeeding Business Day require the Tranche A by all Lenders to acquire participations pro rata based on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Article VII, if applicable) and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loan or Loans. Each Tranche A Lender hereby absolutely irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and unconditionally agreesin the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with any minimum borrowing amount otherwise required hereunder, (ii) whether any conditions specified in Section 4 are then satisfied, (iii) whether a Default or an Event of Default then exists or would result therefrom, (iv) the date of such Mandatory Borrowing, and (v) the amount of the total Commitments at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code, the Insolvency Acx 0000 xf the United Kingdom or any other applicable Debtor Relief Laws with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from any Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon receipt their respective Applicable Percentages (determined before giving effect to any termination of notice as provided above, to pay the Revolving Loan Commitments pursuant to the Administrative Agentlast paragraph of Article VII), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender, such Lender’s Applicable Percentage Lender until the date as of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including which the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment respective participation is required to be refunded purchased and, to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant extent attributable to this paragraph the purchased participation, shall not relieve be payable to the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments participant from and after such date and (y) Incremental Availability and (iii) Swingline Loans are outstanding as at the time any purchase of participations pursuant to this sentence is actually made, the close of business on any Monday, purchasing Lender shall be required to pay the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, interest on the following Business Day requiring that principal amount of participation purchased for each day from and including the Tranche A-1 Lenders make day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the Overnight Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans that are maintained as ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)hereunder for each day thereafter.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower Borrowers from time to time during the ABT Availability Period, Period in Euros in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000€25,000,000, or, for the purposes of a Swingline Borrowing to reimburse an LC Disbursement as contemplated by Section 2.04(e), exceeding €50,000,000 or (ii) the total Revolving aggregate amount of the ABT Credit Exposures exceeding the lesser aggregate amount of the Aggregate Commitments and the Tranche A-1 Borrowing Base (orABT Commitments, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the a Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.11:00 a.m., New York City London time, on the day of a such proposed Swingline Loan; provided that if at any time an LC Disbursement denominated in Euros shall be made in an amount at least equal to the Borrowing Minimum for Swingline Loans but not greater than the amount then available to be borrowed as a Swingline Borrowing for purposes of Section 2.04(e), a notice of a Swingline Borrowing to finance the reimbursement of such LC Disbursement shall be deemed to have been timely given as contemplated by Section 2.04(e) unless the applicable Borrower, or the European J.V. on behalf of such Borrower, shall have given notice to the contrary to the Administrative Agent, or shall have repaid such LC Disbursement, not later than 10:00 a.m., London time, on the Business Day next following the date on which such Borrower or the European J.V. shall have been notified of such LC Disbursement. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower or by the European J.V. on behalf of such Borrower. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Swingline Loan and the location and number Loan, which shall be in an integral multiple of the Borrower’s account or other designated account(s) to which funds are to be disbursedBorrowing Multiple and not less than the Borrowing Minimum. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the a Borrower. The Swingline Lender shall make each Swingline Loan to be made by it available to the applicable Borrower by means of a credit to the Funding Account or otherwise in accordance an account of such Borrower maintained with the instructions of the Borrower (includingSwingline Lender by 3:00 p.m., in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)London time, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. The Swingline Lender at its option may make any Swingline Loan by causing any domestic or foreign branch or Affiliate of the Swingline Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Loan, or the obligation of any Lender to acquire a participation therein, in accordance with the terms of this Agreement. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may may, by written notice given to the Administrative Agent not later than 2:00 p.m.12:00 noon, New York City London time, on any Business Day (each date on which such notice is given, a “Notice Date”) require the Tranche A ABT Lenders to acquire participations on such the second Business Day after the Notice Date in all or a portion of the outstanding Swingline Loans, and such Swingline Loans outstandingshall be continued on the second Business Day after the Notice Date as a Eurocurrency Borrowing having an Interest Period of one week’s duration; provided that the Swingline Lender shall not give such notice to the Administrative Agent unless it shall have first given the applicable Borrower notice by 2:00 p.m., London time, on the Business Day immediately preceding the Notice Date of its intent to give such notice to the Administrative Agent and the applicable Borrower shall not have given the Swingline Lender notice by 9:00 a.m., London time, on the Notice Date that it agrees to repay such Swingline Loans on or prior to the second Business Day after the Notice Date. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A ABT Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A ABT Lender, specifying in such notice such Lender’s Applicable ABT Percentage of such Swingline Loan or Swingline Loans. Each Tranche A ABT Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable ABT Percentage of such Swingline Loan or Swingline Loans. Each Tranche A ABT Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A ABT Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the ABT Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A ABT Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the applicable Borrower (or other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A ABT Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; , provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicablethe case may be, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender agrees to make Swingline Loans denominated in Dollars to the Borrower from time to time during the Availability PeriodU.S. Borrower, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000the Swingline Lender's Swingline Commitment, (ii) the total Swingline Lender's Revolving Exposures Exposure exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (orits Commitment, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions Aggregate Revolving Exposures exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Baseaggregate Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower Representative shall notify the Administrative Agent of such request by telephone (confirmed by facsimilefax or Acceptable Communication), not later than 1:00 2:00 p.m., New York City timeLocal Time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerBorrower Representative. The Swingline Lender shall make each Swingline Loan available to the U.S. Borrower by means of (i) a credit to the Funding Account or otherwise in accordance with Account(s), (ii) a wire transfer of funds upon the instructions written instruction of the Borrower Representative and including specific wiring information required by the Swingline Lender with respect to making any such wire, (including, iii) in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank, and (iv) in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c2.17(c), by remittance to the Administrative Agent to be distributed to the Lenders) , on the requested date of such Swingline Loan. (b) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m., New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 11:00 a.m., Local Time, on a Business Day no later than 4:00 p.m., Local Time on such Business Day and if received after 11:00 a.m., Local Time, "on a Business Day" shall mean no later than 9:00 a.m. Local Time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent First Amended and Restated Credit Agreement (Orthofix), Page 44 shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower Representative of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower Borrowers (or other party on behalf of the BorrowerBorrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the U.S. Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Borrowers of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to On the terms and subject to the conditions and relying upon the representations and warranties herein set forth hereinforth, the Swingline Lender agrees agrees, at any time and from time to time from and including the Effective Date to but excluding the earlier of (x) the Maturity Date and (y) the termination of the Commitments in accordance with the terms hereof, to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in to exceed the lesser of (i) of $10,000,000 minus the aggregate principal amount of the swingline loans outstanding Swingline Loans exceeding $15,000,000, under the Facility A Credit Agreement at such time and (ii) the total Revolving Exposures exceeding the lesser excess of the aggregate amount of the Commitments over the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base Revolving Loan Exposure at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a principal amount that is an integral multiple of $100,000 500,000 and not less than in a minimum principal amount of $500,000. Within the foregoing limits and subject to the terms and conditions set forth hereinin the first sentence of this paragraph, the Borrower may borrow, pay or prepay and reborrow Swingline Loans. To Loans on or after the Effective Date and prior to the Maturity Date on the terms and subject to the conditions and limitations set forth herein. (b) In order to request a Swingline Loan, the Borrower Borrower, acting through a Financial Officer, shall notify the Administrative Agent of such request by telephone (confirmed by facsimile)telephone, not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit or wire transfer to the Funding Account or otherwise in accordance with the instructions domestic account of the Borrower (including, in designated by the case Chief Financial Officer of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), Borrower by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance notice to the Administrative Agent to be distributed to the Lenders) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A In furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.02 with respect to Loans made by such Lender (and Section 2.07 2.02 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, paragraph and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the any Revolving Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000100,000,000, (ii) the total Revolving Exposures Credit Exposure of any Lender exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) its Revolving Commitment or (iii) the Tranche A sum of the total Revolving Credit Extensions Exposures exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the each Revolving Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the a Revolving Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the such Revolving Borrower. The Swingline Lender shall make each Swingline Loan available to the such Revolving Borrower by means of a credit to the Funding Account or otherwise in accordance general deposit account of such Revolving Borrower with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s Applicable Revolving Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such LenderXxxxxx’s Applicable Revolving Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower Revolving Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the any Revolving Borrower (or other party on behalf of the any Revolving Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the such Revolving Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Revolving Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 10,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basetotal Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m.12:00 noon, New York City Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable relevant Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)Chicago time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City Chicago time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.4, shall make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, 75,000,000 or (ii) the total Revolving Credit Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000total Dollar Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. (b) All Swingline Loans shall be made and maintained as Swingline Rate Loans and shall not be entitled to be converted into any other Type of Loan. To request Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by (i) telephone or (ii) a Swingline Loan, Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Borrower shall notify Swingline Lender and the Administrative Agent of such request by telephone (confirmed by facsimile)a Swingline Loan Notice, in each case, not later than 1:00 p.m.12:00 noon, New York, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and Swingline Loan Notice shall specify the requested date (which shall be a Business Day) and the amount of the requested Swingline Loan and the location and number Loan, which shall be in a minimum amount of the Borrower’s account or other designated account(s) to which funds are to be disbursed$100,000. The Administrative Agent will promptly advise the Swingline Lender of any such notice Swingline Loan Notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower designated by the Borrower (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)Disbursement, by remittance to the applicable Issuing Bank) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may may, in its sole discretion by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day Day, require the Tranche A Lenders to acquire irrevocable and unconditional pro rata participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. In addition, upon the occurrence of any of the events described in paragraph (h), (i) or (j) of Section 7.1, each Lender shall automatically acquire a participation in all of the Swingline Loans then outstanding. Promptly upon receipt of such noticenotice or the occurrence of any event described in paragraph (h), (i) or (j) of Section 7.1, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, Agent for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.7 with respect to Loans made by such Lender (and Section 2.07 2.7 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount . The obligations of the lesser of (x) Lenders under this clause shall survive the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as payment in full of the close Obligations and the termination of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)this Agreement.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, each Swingline Lender may, in such Swingline Lender’s sole discretion (and no Swingline Lender shall have any obligation to), make Swingline Loans in U.S. Dollars to the Borrower in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding U.S. $15,000,00075,000,000, (ii) subject to Section 2.04, the U.S. Dollar Amount of the total Revolving Credit Exposures exceeding the lesser of the Aggregate aggregate Revolving Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A U.S. Dollar Amount of any Lender’s Revolving Credit Extensions Exposure exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Baseits Revolving Commitment; provided that the a Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the Borrower shall notify submit a written notice to the Administrative Agent of such request by telephone (confirmed or by facsimile)telecopy or electronic mail, not later than 1:00 2:00 p.m., New York City timeLocal Time, on the day of a proposed Swingline Loan, provided that any such telephonic request shall be confirmed promptly by written notice to the Administrative Agent by telecopy or electronic mail. Each such telephonic or written notice shall be irrevocable irrevocable, shall be in a form approved by the Administrative Agent (in the case of any such written notice or confirmation) and shall specify the requested Swingline Lender, the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursedLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall promptly notify the Administrative Agent and the Borrower if it agrees to extend such requested Swingline Loan, which notice shall include the rate of interest payable in respect of such Swingline Loan pursuant to Section 2.13(a). Unless such Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Swingline Lender) prior to the proposed Swingline Borrowing (A) directing such Swingline Lender not to make each such Swingline Loan as a result of the limitations set forth in Section 2.05(a) or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, such consenting Swingline Lender shall make the requested Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower with the Administrative Agent designated for such purpose (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 4:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)Local Time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. In the event a Swingline Lender declines to extend a requested Swingline Loan, the Borrower may request that any another Swingline Lender extend the requested Swingline Loan in the manner set forth above. The Administrative Agent will promptly advise the Swingline Lenders of the making of any such Swingline Borrowing. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the Any Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City timeLocal Time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, Revolving Lender specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the such Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the such Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the such Swingline Lender. Any amounts received by the a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (cd) If (i) Any Swingline Lender may be replaced at any time by written agreement among the Tranche A-1 Commitments have not been terminatedBorrower, (ii) the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such replacement of a Swingline Lender. At the time any such replacement shall become effective, the Borrower has not borrowed shall pay all unpaid interest accrued for the full amount account of the lesser replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (x) the aggregate Tranche A-1 Commitments successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (y) Incremental Availability references herein to the term “Swingline Lender” or “Swingline Lenders” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and (iii) all previous Swingline Loans are outstanding Lenders, as the context shall require. After the replacement of the close of business on any Mondaya Swingline Lender hereunder, the replaced Swingline Lender shall deliver written notice remain a party hereto and shall continue to have all the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal rights and obligations of a Swingline Lender under this Agreement with respect to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; providedmade by it prior to its replacement, however, that the Tranche A-1 Lenders but shall not be required to make such Revolving Loans additional Swingline Loans. (e) Subject to the extent (but only appointment and acceptance of a successor Swingline Lender, any Swingline Lender may resign as a Swingline Lender at any time upon thirty days’ prior written notice to the extentAdministrative Agent, the Borrower and the Lenders, in which case, such Swingline Lender shall be replaced in accordance with Section 2.05(d) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)above.

Swingline Loans. (a) Subject to On the terms and subject to the conditions set forth hereincontained in this Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrower Borrowers from time to time on any Business Day during the Availability Periodperiod from the Effective Date until the Revolving Credit Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans for all Borrowers exceeding $15,000,000the Swingline Loan Sublimit, (ii) the total any Borrower’s Revolving Exposures Credit Outstandings exceeding the lesser of the Aggregate Commitments its Revolving Credit Sublimit and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A aggregate Revolving Credit Extensions Outstandings exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Basethen effective Revolving Credit Commitments; provided provided, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. . (b) To request a Swingline Loan, the applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m.12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be substantially the form of Exhibit I (Form of Swingline Loan Request) (a “Swingline Loan Request”), be irrevocable and shall specify (i) the requested date (which shall be a Business Day) and of the Swingline Loan, (ii) the amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s(iii) to which funds are whether such Swingline Loan is to be disburseda Base Rate Loan or a LMIR Loan. If no election as to the Type of Swingline Loan is specified, then the requested Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the such Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit or wire transfer of funds, as applicable, to an account of such Borrower designated by such Borrower in writing to the Funding Account or otherwise in accordance with the instructions of the Borrower Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in a Reimbursement Obligation to the extent permitted by Section 2.06(e2.12(h), by remittance to the applicable Issuing BankIssuer) by 3:00 p.m., and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c)New York City time, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan. (bc) If the Borrower has borrowed the full amount of the lesser of (x) the Aggregate Tranche A-1 Commitments and (y) Incremental Availability, the The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m.10:00 a.m., New York City time, on any Business Day require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender, specifying in such notice such Lender’s Applicable Percentage Ratable Portion of such Swingline Loan or Loans. Each Tranche A Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage Ratable Portion of such Swingline Loan or Loans. Each Tranche A Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, funds to the payment obligations of the Lenders)Administrative Agent, and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Lenders. The Administrative Agent shall notify the Parent Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the any Borrower (or other party on behalf of the any Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; , and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided provided, that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower of any default in the payment thereof. (c) If (i) the Tranche A-1 Commitments have not been terminated, (ii) the Borrower has not borrowed the full amount of the lesser of (x) the aggregate Tranche A-1 Commitments and (y) Incremental Availability and (iii) Swingline Loans are outstanding as of the close of business on any Monday, the Swingline Lender shall deliver written notice to the Administrative Agent not later than 1:00 p.m., New York City time, on the following Business Day requiring that the Tranche A-1 Lenders make Revolving Loans that are ABR Loans on such Business Day in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding as of the close of business on such Monday and based upon their Tranche A-1 Applicable Percentages; provided, however, that the Tranche A-1 Lenders shall not be required to make such Revolving Loans to the extent (but only to the extent) that such Loans would cause the Aggregate Tranche A-1 Credit Extensions to exceed the lesser of (x) the Aggregate Tranche A-1 Commitments and (y)