Common use of Swing Loans Clause in Contracts

Swing Loans. BofA may elect in its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing Loan") to a Borrower solely for BofA's own account from time to time on or after the Refinancing Date and prior to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on any

Swing Loans. BofA may elect During the Revolving Facility Availability Period, the Swing Line Lender agrees, on the terms and conditions set forth in its sole discretion this Agreement, to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing Loan") Loan or Swing Loans to a each Borrower solely for BofA's own account from time to time time, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or after prepaid and reborrowed in accordance with the Refinancing Date and prior to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000provisions hereof; provided, however, that (iv) may only be made if after giving effect to any Swing Loan, thereto (A) the aggregate principal amount of all Swing Loans outstanding Loans shall does not exceed the least of Swing Line Commitment, and (iB) the Commitment of BofAAggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (iiv) shall not be made if, after giving effect thereto, the combined Commitments Borrowers would be required to prepay Loans or Cash Collateralize Letters of all the BanksCredit pursuant to Section 2.13(c) hereof; and (iiivi) shall not be made if the Borrowing Baseproceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. BofA may make Swing Loans (subject Notwithstanding anything to the conditions precedent set forth contrary contained in this Section 4.22.04(a), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Line Lender shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic it has received written notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofAParent Borrower, any other Credit Party or the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except Required Revolving Lenders stating that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers a Default or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default exists and is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not until such time as the relevant Borrower has then requested a Loan in Swing Line Lender shall have received written notice (A) of rescission of all such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon notices from the due date therefor party or parties originally delivering such notice or notices, (if made prior to 2:00 p.m., Eastern timeB) on anyof the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12.

Swing Loans. BofA may elect in its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing Loan") to a Borrower solely for BofA's own account from time to time on or after the Refinancing Date and prior to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (ia) the Commitment of BofA; (iib) the combined Commitments of all the Banks; and (iiic) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), ) shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anyany Business Day until the date such amount is paid to BofA by such Bank, at the Federal Funds Rate. The failure of any Bank to pay such amount to BofA shall not relieve any other Bank of its obligation to BofA hereunder.

Swing Loans. BofA (a) Subject to the terms and conditions set forth in this Agreement, Swing Loan Lender agrees to lend to the Borrower (the “Swing Loans”), and the Borrower may elect in its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum borrow (each, a "Swing Loan"and repay and reborrow) to a Borrower solely for BofA's own account from time to time on or after between the Refinancing Closing Date and the date which is five (5) Business Days prior to the Commitment Termination Maturity Date up upon notice by the Borrower to the Swing Loan Lender given in accordance with this §2.2, such sums in Dollars as are requested by the Borrower for the purposes set forth in §2.10 in an aggregate principal amount at any one time outstanding not exceeding the Swing Loan Commitment; provided that in all events (i) no Default or Event of Default shall have occurred and be continuing; (ii) no Lender shall be a Defaulting Lender (provided Swing Loan Lender may, in its sole discretion, be entitled to both of waive this condition); (iii) the Borrowers not to exceed $25,000,000; provided, however, that after giving effect to any Swing Loan, the aggregate outstanding principal amount of all outstanding Loans the Revolving Credit Exposure shall not at any time exceed the Total Revolving Commitments and the Total Exposure shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; Facility Cap, and (iiiiv) the Borrowing Baseeach Swing Loan shall be in a minimum amount of $1,000,000.00. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower shall constitute “Loans” for all purposes hereunder. The funding of a Swing Loan on hereunder shall constitute a representation and warranty by the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware Borrower that one or more all of the conditions precedent contained required of the Xxxxxxxx xxx xxxxx xx §00 and §11 have been satisfied on the date of such funding. The Swing Loan Lender may assume that the conditions in Section 4.2 is not §10 and §11 have been satisfied until unless Swing Loan Lender has received written notice from a Lender that such conditions have not been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorsatisfied. Each outstanding Swing Loan shall be due and payable no later than within five (5) Business Days of the seventh Business Day next following the day the date such Swing Loan was made, with interest at provided and Borrower hereby agrees (to the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention extent not repaid as contemplated by §2.2(d) below) to repay and does repay the each Swing Loan prior to 12:00 noon on or before the date that is five (Eastern time), 5) Business Days from the date such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such was provided; repayment of any Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall may not be made by the other Banks whether or not an Event advance of Default or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anynew Swing Loan.

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in its sole discretion to make this Agreement, the Swing Loan Lender shall make, in Dollars, loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "“Swing Loan"”) otherwise available to a the Borrower solely for BofA's own account under the Facility (other than the FILO Facility) from time to time on or after any Business Day during the Refinancing period from the Effective Date and prior to until the Commitment Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both (together with the aggregate outstanding principal amount of any other Swing Loan made by the Borrowers Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed $25,000,000the Swing Loan Sublimit; provided, however, that (i) at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to any such Swing Loan, the aggregate principal amount of all outstanding Loans shall not Revolving Credit Outstandings would exceed the least of (i) the Commitment of BofA; Maximum Credit, (ii) in the combined Commitments of all event that the Banks; Swing Loan Lender and the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan after having given prior notice thereof to the Administrative Agent (which notice the Swing Loan Lender shall give as soon as reasonably practicable and, in any event, on or before the date on which the applicable Swing Loan is required to be made), and (iii) the Borrowing Base. BofA may Swing Loan Lender shall not be required to make any Swing Loans (subject Loan to the conditions precedent set forth extent that such Swing Loan Lender reasonably believes that any Lender (other than such Swing Loan Lender and FILO Lenders) is a Defaulting Lender, unless after giving effect to the requested Swing Loans, there would exist no Fronting Exposure (in Section 4.2the good faith determination of the Swing Loan Lender). Each Swing Loan shall be, provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either at the option of the Borrower, (i) by facsimile transmission of a Loan Request Base Rate Loan, or (ii) a Loan bearing interest at a rate per annum offered by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on Lender (it being understood that the Business Day on which such Swing Loan is requested Lender shall have no obligation to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA offer a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained pursuant to this clause (ii)), and, in each case, must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable event mature no later than the seventh Business Day next following Revolving Credit Termination Date (without giving effect to any extensions of the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject type referred to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern timeSection 12.1(b) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the samehereof). Such payment shall be made by Within the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bankfirst sentence of this clause (a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor reborrowed under this clause (if made prior to 2:00 p.m., Eastern time) on anya).

Swing Loans. BofA may elect On the terms and subject to the conditions contained in its sole discretion to this Agreement, the Swingline Lender shall make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum in Dollars (each, each a "“Swing Loan"”) available to a Borrower solely for BofA's own account the Parent on behalf the Borrowers under the Term B Loan Commitment from time to time on or after any Business Day during the Refinancing period from the date hereof until the earlier of (i) the third anniversary of the Initial Closing Date and prior to (ii) the Commitment Termination Date up to in an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000the Swingline Commitment; provided, however, that the Swingline Lender may not make any Swing Loan (x) to the extent that after giving effect to any such Swing Loan, the aggregate principal amount of all outstanding Term B Loans shall not would exceed the least of (i) the Term B Loan Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iiiy) in the Borrowing Base. BofA may make Swing Loans (subject to period commencing on the conditions precedent set forth in Section 4.2), provided that BofA first Business Day after it receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of from the Administrative Agent or a Loan Request or (ii) by telephone notice from an Authorized Officer majority of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware Swingline Lenders that one or more of the conditions precedent contained in Section 4.2 is 12.4 are not satisfied until and ending when such conditions are satisfied or duly waived by the Administrative Agent or a majority of the Swingline Lenders. In connection with the making of any Swing Loan, the Swingline Lender may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 12.4 have been satisfied or waived. If Each Swing Loan shall be a Borrower shall Base Rate Loan and must be repaid in full on the earliest of (i) the Termination Date and (ii) 60 days from the date of such Swing Loan. Within the limits set forth in the first sentence of this Section 2.1.3, amounts of Swing Loans repaid may be reborrowed under this Section 2.1.3. In order to request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer the Parent on behalf of the Borrower confirming Borrowers shall give to the Administrative Agent a notice to be received not later than 11:00 A.M. on the day of the proposed borrowing, which may be made in a writing substantially in the form of Exhibit F duly completed (a “Swingline Request”) or by telephone if confirmed promptly but, in any event, prior to such telephonic notice for borrowing, with such a Swingline Request. The Administrative Agent shall promptly notify the Swingline Lender of the details of the requested Swing Loan. If Upon receipt of such notice and subject to the information contained in any such Loan Request differs in any material respect from the action taken by BofAterms of this Agreement, the records of BofA Swingline Lender shall govern, absent manifest error. Each outstanding make a Swing Loan available to the Borrower by making the proceeds thereof available to the Administrative Agent and, in turn, the Administrative Agent shall be payable no later than make such proceeds available to the seventh Business Day next following Parent on behalf of the day Borrowers on the date set forth in the relevant Swingline Request. The Administrative Agent shall act as the sole Swingline Lender, unless it elects in its sole and absolute discretion to require, upon oral or written notice, that the Lenders holding the Term B Loan Commitment fund the Swing Loan was madein an amount equal to each Lender’s Pro Rata Share. The Swingline Lender may at any time forward a demand to the Administrative Agent (which the Administrative Agent shall, with interest at upon receipt, forward to each Lender) that each Lender pay to the Federal Funds Rate plus 0.50% per annumAdministrative Agent, and for the account of the Swingline Lender, such Lender’s Pro Rata Share of all or a portion of the outstanding Swing Loans. Each Lender shall pay such Pro Rata Share to the Administrative Agent for the account of the Swingline Lender within one Business Day of receipt of such request. Upon the occurrence of any Event of Default, each Lender shall be subject deemed to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofAhave acquired, without recourse or warranty, an undivided interest and participation in such each Swing Loan in an amount equal to such Bank's Lender’s Pro Rata Share and of such Swing Loan. Upon receipt by the Swingline Lender of any payment from any Lender pursuant to the foregoing with respect to any portion of any Swing Loan, the Swingline Lender shall promptly pay over to such amount Lender all payments of principal (to BofA in immediately available funds the extent received after such payment by such Lender) and interest (which payment to the extent accrued with respect to periods after such payment) received by the Swingline Lender with respect to such portion. Each Lender’s obligations pursuant hereto shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment absolute, unconditional and irrevocable and shall be due by 2:00 p.m. performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (Eastern timeA) on the first Business Day after BofA requests the same). Such payment shall be made by the existence of any setoff, claim, abatement, recoupment, defense or other Banks whether or not an Event of Default or a Default is then continuing right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Lender or any other Person, (B) the failure of any condition precedent set forth in Section 4.2 is then met 12.4 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2.2 (each of which requirements the Lenders hereby irrevocably waive) and whether (C) any adverse change in the condition (financial or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by otherwise) of any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anyBorrower.

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in its sole discretion to make this Agreement, the Swing Loan Lender shall make, in Dollars, loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "“Swing Loan"”) otherwise available to a the Borrower solely for BofA's own account under the Revolving Credit Commitments from time to time on or after any Business Day during the Refinancing period from the Closing Date and prior to until the Commitment Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both (together with the aggregate outstanding principal amount of any other Loan made by the Borrowers Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed $25,000,000the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to any such Swing Loan, the aggregate principal amount of all outstanding Loans shall not Revolving Credit Outstandings would exceed the least of (i) Maximum Credit; provided further that in the Commitment of BofA; (ii) event that the combined Commitments of all Swing Loan Lender and the Banks; and (iii) Administrative Agent are not the Borrowing Base. BofA may same Person, then the Swing Loan Lender shall only make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on after having given prior notice thereof to the Business Day on which such Administrative Agent; provided further that the Swing Loan is requested to be made. BofA Lender shall not be required to make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender, unless after BofA becomes aware that one or more giving effect to the requested Swing Loans, there would exist no Fronting Exposure (in the good faith determination of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorLender). Each outstanding Swing Loan shall be payable an ABR Loan and must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date (without giving effect to any extensions of the day type referred to in Section 2.18 hereof unless the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or Lender has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal consented to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the sameextension). Such payment shall be made by Within the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bankfirst sentence of this clause (a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor reborrowed under this clause (if made prior to 2:00 p.m., Eastern time) on anya).

Swing Loans. BofA may elect (i) Subject to the terms and conditions set forth in its sole discretion to ----------- this Agreement, the Swing Loan Lenders shall make loans that shall bear interest at (the Federal Funds Rate plus 0.50% per annum (each, a "Swing LoanLoans") to a Borrower solely for BofA's own account the Company in Dollars or to any of the Non-Domestic Borrowing Subsidiaries in French Francs or such other currencies that the Swing Loan Lenders have agreed in writing to provide such Borrowing Subsidiary, from time to time on or after the Refinancing Date and prior to the Commitment Termination Date Date, up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans which shall not exceed the least of (i) the Commitment of BofA; $10,000,000 for all Swing Loans by all Swing Loan Lenders, (ii) the combined Commitments of all amount by which the Banks; Maximum Revolving Credit Amount at such time exceeds the Revolving Credit Obligations at such time and (iii) as to each Swing Loan Lender, the Borrowing Base. BofA may make amount set forth opposite the name of such Lender under the heading "Maximum Swing Loan Obligation" on Schedule I. All Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Revolving Loans, except that (x) each Swing Loan shall be in a minimum amount of $500,000 or the Approximate Equivalent Amount of an Agreed Currency and integral multiples of $100,000 or the Approximate Equivalent Amount of an Agreed Currency in excess of that amount and (y) all interest thereon on the Swing Loans made by a Swing Loan Lender shall be payable to BofA solely the Agent for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice account of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan Lender. The Swing Loan Lenders shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such not make any Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) the period commencing on the first Business Day after BofA requests receipt of written notice from any Lender (I) that one or more of the same). Such payment shall applicable conditions precedent contained in Article IV will not on such date be made by the other Banks whether satisfied until such Lender confirms that ---------- such condition precedent has been met, or not an Event of (II) that a Default or a Unmatured Default is then continuing has occurred, and ending when such Default or any other condition Unmatured Default no longer exists and the Swing Loan Lenders shall not otherwise be required to determine that, or take notice whether, (x) the applicable conditions precedent set forth in Section 4.2 Article IV hereof have been satisfied or (y) a Default or Unmatured ---------- Default has occurred and is then met and whether or not continuing. In no event shall the relevant Borrower has then requested a Loan number of Swing Loans made in such amountDollars outstanding at any time be greater than three. If such amount is not In no event shall the number of Swing Loans made in fact paid to BofA by an Agreed Currency outstanding at any Bank, BofA shall time be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anygreater than three.

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in its sole discretion to make this Agreement, the Swing Loan Lender shall make, in Dollars, loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "“Swing Loan"”) otherwise available to a the Borrower solely for BofA's own account under the Facility from time to time on or after any Business Day during the Refinancing period from the Effective Date and prior to until the Commitment Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both (together with the aggregate outstanding principal amount of any other Loan made by the Borrowers Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed $25,000,000the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to any such Swing Loan, the aggregate principal amount of all outstanding Loans shall not Revolving Credit Outstandings would exceed the least of (i) Maximum Credit; provided further that in the Commitment of BofA; (ii) event that the combined Commitments of all Swing Loan Lender and the Banks; and (iii) Administrative Agent are not the Borrowing Base. BofA may same Person, then the Swing Loan Lender shall only make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on after having given prior notice thereof to the Business Day on which such Administrative Agent; provided further that the Swing Loan is requested to be made. BofA Lender shall not be required to make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender, unless after BofA becomes aware that one or more giving effect to the requested Swing Loans, there would exist no Fronting Exposure (in the good faith determination of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorLender). Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date (without giving effect to any extensions of the day type referred to in the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject proviso to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern timeSection 12.1(b) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the samehereof). Such payment shall be made by Within the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bankfirst sentence of this clause (a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor reborrowed under this clause (if made prior to 2:00 p.m., Eastern time) on anya).

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in its sole discretion to make this Agreement, the Swing Loan Lender shall make, in Dollars, loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "“Swing Loan"”) otherwise available to a the Borrower solely for BofA's own account under the Facility from time to time on or after any Business Day during the Refinancing period from the Effective Date and prior to until the Commitment Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both (together with the aggregate outstanding principal amount of any other Swing Loan made by the Borrowers Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed $25,000,000the Swing Loan Sublimit; provided, however, that (i) at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to any such Swing Loan, the aggregate principal amount of all outstanding Loans shall not Revolving Credit Outstandings would exceed the least of (i) the Commitment of BofA; Maximum Credit, (ii) in the combined Commitments of all event that the Banks; Swing Loan Lender and the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan after having given prior notice thereof to the Administrative Agent (which notice the Swing Loan Lender shall give as soon as reasonably practicable and, in any event, on or before the date on which the applicable Swing Loan is required to be made), and (iii) the Borrowing Base. BofA may Swing Loan Lender shall not be required to make any Swing Loans (subject Loan to the conditions precedent set forth extent that such Swing Loan Lender reasonably believes that any Lender (other than such Swing Loan Lender) is a Defaulting Lender, unless after giving effect to the requested Swing Loans, there would exist no Fronting Exposure (in Section 4.2the good faith determination of the Swing Loan Lender). Each Swing Loan shall be, provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either at the option of the Borrower, (i) by facsimile transmission of a Loan Request Base Rate Loan, or (ii) a Loan bearing interest at a rate per annum offered by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on Lender (it being understood that the Business Day on which such Swing Loan is requested Lender shall have no obligation to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA offer a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained pursuant to this clause (ii)), and, in each case, must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable event mature no later than the seventh Business Day next following Revolving Credit Termination Date (without giving effect to any extensions of the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject type referred to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern timeSection 12.1(b) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the samehereof). Such payment shall be made by Within the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bankfirst sentence of this clause (a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor reborrowed under this clause (if made prior to 2:00 p.m., Eastern time) on anya).

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in its sole discretion to make this Agreement, the Swing Loan Lender shall make, in Dollars, loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "“Swing Loan"”) otherwise available to a the Borrower solely for BofA's own account under the Facility from time to time on or after any Business Day during the Refinancing period from the Effective Date and prior to until the Commitment Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both (together with the aggregate outstanding principal amount of any other Loan made by the Borrowers Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed $25,000,000the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to any such Swing Loan, the aggregate principal amount of all outstanding Loans shall not Revolving Credit Outstandings would exceed the least of (i) Maximum Credit; provided further that in the Commitment of BofA; (ii) event that the combined Commitments of all Swing Loan Lender and the Banks; and (iii) Administrative Agent are not the Borrowing Base. BofA may same Person, then the Swing Loan Lender shall only make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on after having given prior notice thereof to the Business Day on which such Administrative Agent; provided further that the Swing Loan is requested to be made. BofA Lender shall not be required to make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender unless, after BofA becomes aware that one or more of giving effect to the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a requested Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer there would exist no Fronting Exposure (in the good faith determination of the Borrower confirming such telephonic notice for a Swing Loan. If Loan Lender and the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorAdministrative Agent). Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date (without giving effect to any extensions of the day type referred to in the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject proviso to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern timeSection 12.1(b) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the samehereof). Such payment shall be made by Within the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bankfirst sentence of this clause (a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor reborrowed under this clause (if made prior to 2:00 p.m., Eastern time) on anya).

Swing Loans. BofA may elect in its sole discretion Subject to the terms and conditions of this Agreement, upon request of Borrower, the Swing Loan Lender agrees to make one or more loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing LoanLoans") to a Borrower solely for BofA's own account from time to time from and including the Closing Date to but excluding the R/C Termination Date, in an amount not to exceed the Swing Loan Commitment as then in effect. Prior to the R/C Termination Date, Borrower may borrow, repay and reborrow Swing Loans up to the Swing Loan Commitment in accordance with the terms of this Agreement. The Swing Loan Lender shall not make any Swing Loans on or after the Refinancing Date and prior R/C Termination Date. No Swing Loan shall be made if, after giving full effect to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, however, that after giving effect to any requested Swing Loan, the aggregate principal outstanding amount of all Revolving Loans, plus the aggregate outstanding Loans shall not amount of Swing Loans, plus the aggregate outstanding L/C Liabilities would exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing BaseBase as in effect at such time. BofA may make All Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a will be made and maintained only as ABR Loans. The Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender shall not make any Swing Loan after BofA becomes aware receiving a written notice from Borrower or the Majority Revolving Lenders stating that one a Default exists and is continuing until such time as the Swing Loan Lender shall have received written notice of (i) rescission of all such notices from the party or more parties originally delivering each such notice, (ii) the waiver of such Default by the Majority Lenders, or (iii) Administrative Agent's good faith determination that such Default has ceased to exist. Swing Loans shall be made (i) in minimum amounts of $500,000 and integral multiples of $100,000 above such amount, (ii) in the aggregate unused amount of the conditions precedent contained Swing Loan Commitment or (iii) in Section 4.2 is not satisfied until the amount of any Reimbursement Obligation to be paid with the proceeds of such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If Upon the information contained occurrence of an Event of Default, each Revolving Lender shall be deemed to have purchased (and each Revolving Lender hereby irrevocably agrees to purchase) an irrevocable participation in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each all outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day Loans, together with all accrued interest thereon equal to such Lender's R/C Percentage thereof, without any further action by or on behalf of the Swing Loan was madeLender, with interest at the Federal Funds Rate plus 0.50% per annumany other Lender, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own accountBorrower or any other Person. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a Upon one Business Day's notice of its intention to repay and does repay from the Swing Loan prior Lender, each other Revolving Lender shall deliver to 12:00 noon (Eastern time), such the Swing Loan shall automatically convert Lender an amount equal to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and its respective participation in such Swing Loan in an amount equal (as determined pursuant to such Bank's Pro Rata Share and promptly pay such amount to BofA the immediately preceding sentence) in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on funds. In order to evidence such day if BofA requests payment therefor prior participation, each Revolving Lender agrees to 12:00 noon (Eastern time) on enter into a participation agreement at the request of the Swing Loan Lender in form and substance satisfactory to the Swing Loan Lender and such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amountRevolving Lender. If any Revolving Lender fails to make available to the Swing Loan Lender the amount of such amount is not Revolving Lender's participation as provided in fact paid to BofA by any Bankthis paragraph, BofA the Swing Loan Lender shall be entitled to recover such amount on demand from such BankRevolving Lender, together with accrued interest thereon at the Federal Funds Rate until such amount is paid in full in immediately available funds. In the event the Swing Loan Lender receives a payment from any Obligor of any amount in which the due date therefor Revolving Lenders have purchased participations as provided in this paragraph, the Swing Loan Lender shall hold such amount in trust for such Revolving Lenders and shall promptly distribute to each Revolving Lender its pro rata share of such payment. Notwithstanding anything herein to the contrary, each Revolving Lender's obligation to purchase a participation in each unpaid Swing Loan shall be absolute and unconditional and shall not be affected by any circumstances, including (if 1) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may now or hereafter have against the Swing Loan Lender, Borrower or any other Person for any reason whatsoever, (2) the occurrence or continuation of a Default or an Event of Default, (3) the occurrence of any Material Adverse Change or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, except that no Revolving Lender need participate in any Swing Loan made prior to 2:00 p.m., Eastern time) on anyby the Swing Loan Lender in violation of the penultimate sentence of the first paragraph of this Section 2.01(d).

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in its sole discretion to make this Agreement, the Swing Loan Lender shall make, in Dollars, loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "“Swing Loan"”) otherwise available to a the Borrower solely for BofA's own account under the Revolving Credit Commitments from time to time on or after any Business Day during the Refinancing period from the Effective Date and prior to until the Commitment Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both (together with the aggregate outstanding principal amount of any other Loan made by the Borrowers Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed $25,000,000the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to any such Swing Loan, the aggregate principal amount of all outstanding Loans shall not Revolving Credit Outstandings would exceed the least of (i) Maximum Credit; provided further that in the Commitment of BofA; (ii) event that the combined Commitments of all Swing Loan Lender and the Banks; and (iii) Administrative Agent are not the Borrowing Base. BofA may same Person, then the Swing Loan Lender shall only make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on after having given prior notice thereof to the Business Day on which such Administrative Agent; provided further that the Swing Loan is requested to be made. BofA Lender shall not be required to make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender, unless after BofA becomes aware that one or more giving effect to the requested Swing Loans, there would exist no Fronting Exposure (in the good faith determination of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorLender). Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date (without giving effect to any extensions of the day type referred to in the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject proviso to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern timeSection 12.1(b) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the samehereof). Such payment shall be made by Within the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bankfirst sentence of this clause (a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor reborrowed under this clause (if made prior to 2:00 p.m., Eastern time) on anya).

Swing Loans. BofA may elect in its sole discretion Subject to the terms and conditions of this Agreement, upon request of Borrower, the Swing Loan Lender agrees to make one or more loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing LoanSWING LOANS") to a Borrower solely for BofA's own account from time to time from and including the Closing Date to but excluding the R/C Termination Date, in an amount not to exceed the Swing Loan Commitment as then in effect. Prior to the R/C Termination Date, Borrower may borrow, repay and reborrow Swing Loans up to the Swing Loan Commitment in accordance with the terms of this Agreement. The Swing Loan Lender shall not make any Swing Loans on or after the Refinancing Date and prior R/C Termination Date. No Swing Loan shall be made if, after giving full effect to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, however, that after giving effect to any requested Swing Loan, the aggregate principal outstanding amount of all Revolving Loans, PLUS the aggregate outstanding amount of Swing Loans, PLUS the aggregate outstanding L/C Liabilities would exceed the aggregate amount of the Revolving Commitments as in effect at such time. All Swing Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; be made and (iii) the Borrowing Basemaintained only as ABR Loans. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a The Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender shall not make any Swing Loan after BofA becomes aware receiving a written notice from Borrower or the Majority Revolving Lenders stating that one or more of the conditions precedent contained in Section 4.2 a Default exists and is not satisfied continuing until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day time as the Swing Loan was madeLender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice, with interest at (ii) the Federal Funds Rate plus 0.50% per annumwaiver of such Default by the Majority Lenders, and or (iii) Administrative Agent's good faith determination that such Default has ceased to exist. Swing Loans shall be subject made in minimum amounts of $1.0 million and integral multiples of $100,000 above such amount. Upon the occurrence of a Default, each Revolving Lender shall be deemed to have purchased (and each Revolving Lender hereby irrevocably agrees to purchase) an irrevocable participation in all the terms and conditions applicable to outstanding Swing Loans, except that together with all accrued interest thereon shall be payable equal to BofA solely for its own account. On the due date for such Swing LoanLender's R/C Percentage thereof, unless the relevant Borrower delivers without any further action by or has previously delivered to BofA a notice on behalf of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time)Lender, such any other Lender, Borrower or any other Person. Upon one Business Day's notice from the Swing Loan Lender, each other Revolving Lender shall automatically convert deliver to a Federal Funds Rate the Swing Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, Lender an undivided interest and amount equal to its respective participation in such Swing Loan in an amount equal (as determined pursuant to such Bank's Pro Rata Share and promptly pay such amount to BofA the immediately preceding sentence) in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on funds. In order to evidence such day if BofA requests payment therefor prior participation, each Revolving Lender agrees to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on enter into a participation agreement at the first Business Day after BofA requests request of the same). Such payment shall be made by Swing Loan Lender in form and substance satisfactory to the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met Swing Loan Lender and whether or not the relevant Borrower has then requested a Loan in such amountRevolving Lender. If any Revolving Lender fails to make available to the Swing Loan Lender the amount of such amount is not Revolving Lender's participation as provided in fact paid to BofA by any Bankthis paragraph, BofA the Swing Loan Lender shall be entitled to recover such amount on demand from such BankRevolving Lender, together with accrued interest thereon at the Federal Funds Rate until such amount is paid in full in immediately available funds. In the event the Swing Loan Lender receives a payment from any Obligor of any amount in which the due date therefor Revolving Lenders have purchased participations as provided in this paragraph, the Swing Loan Lender shall promptly distribute to each Revolving Lender its PRO RATA share of such payment. Notwithstanding anything herein to the contrary, each Revolving Lender's obligation to purchase a participation in each unpaid Swing Loan shall be absolute and unconditional and shall not be affected by any circumstances, including, (if 1) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may now or hereafter have against the Swing Loan Lender, Borrower or any other Person for any reason whatsoever, (2) the occurrence or continuation of a Default or an Event of Default, (3) the occurrence of any Material Adverse Change, (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, except that no Revolving Lender need participate in any Swing Loan made prior to 2:00 p.m., Eastern time) on anyby the Swing Loan Lender in violation of the penultimate sentence of the first paragraph of Section 2.01(g).

Swing Loans. BofA (A) In addition to the foregoing, the Swing Loan Lender may elect in its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing Loan") to a Borrower solely for BofA's own account from time to time on or after the Refinancing Closing Date but before the Maturity Date, upon the request of the Borrower, if the applicable conditions precedent in Article V have been satisfied and prior if there is no Defaulting Lender (unless the Swing Loan Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Commitment Termination Date up Swing Loan Lender to eliminate the Swing Loan Lender’s Fronting Exposure (after giving effect to Section 4.11(a)(iii)) with respect to any such Defaulting Lender), make Swing Loans to the Borrower in an aggregate principal amount at any one time outstanding to both not exceeding $20,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in Section 2.1(b) shall have been satisfied. Except for calculation of the Borrowers Commitment Fee as set forth in the definition thereof, Swing Loans shall not to exceed $25,000,000be considered a utilization of the Revolving Credit Commitment of the Swing Loan Lender or any other Lender hereunder. All Swing Loans shall be made as Base Rate Loans or as LIBOR Index Loans; provided, however, that after giving effect to (A) the entire principal balance of the Swing Loans shall at all times bear interest as either a LIBOR Index Loan or a Base Rate Loan; (B) while any Swing Loan, Loan is outstanding all subsequent Swing Loans must bear interest at the aggregate principal amount of all outstanding same rate as the Swing Loans shall not exceed the least of then outstanding; (iC) the Commitment of BofABorrower may not convert any outstanding Swing Loans from Base Rate Loans to LIBOR Index Loans, or vice versa; (iiD) the combined Commitments of all the Banksno Swing Loan shall constitute a LIBOR Index Loan for more than ten (10) succeeding Business Days; and (iiiE) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make if any Swing Loan after BofA becomes aware that one or remains outstanding for more than ten (10) Business Days as a LIBOR Index Loan, then the entire principal balance of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied Swing Loans shall, automatically and without notice to Borrower or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loanany other Person, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Base Rate Loan under this Agreementand, and each Bank (other than BofA)thereafter, shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided bear interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or as a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anyBase Rate Loan.

Swing Loans. BofA During the Revolving Facility Availability Period, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.4, may elect in its sole discretion make a Swing Loan or Swing Loans to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing Loan") to a Borrower solely for BofA's own account from time to time on the terms and conditions set forth in this Agreement, which Swing Loans (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made only in Dollars; (iii) may be repaid or after prepaid and reborrowed in accordance with the Refinancing Date and prior to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000provisions hereof; provided, however, that (iv) may only be made if after giving effect to any Swing Loan, thereto (A) the aggregate principal amount of all Swing Loans outstanding Loans does not exceed the Swing Line Sublimit, (B) the Revolving Facility Exposure of any Lender shall not exceed the least of such Lender’s Revolving Commitment, and (iB) the Commitment Aggregate Revolving Facility Exposure plus the principal amount of BofASwing Loans would not exceed the Total Revolving Commitment; (iiv) shall not be made if, after giving effect thereto, the combined Commitments Borrower would be required to prepay Loans or Cash Collateralize Letters of all Credit pursuant to Section 5.1(c) hereof; (vi) shall not be made if the Banksproceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan; and (iiivii) the Borrowing Base. BofA may make at no time shall there be more than five (5) Borrowings of Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anyhereunder.

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in its sole discretion to make this Agreement, the Swing Loan Lender shall make, in Dollars, loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "“Swing Loan"”) otherwise available to a the Borrower solely for BofA's own account under the Revolving Facility from time to time on or after any Business Day during the Refinancing period from the Effective Date and prior to until the Commitment Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both (together with the aggregate outstanding principal amount of any other Loan made by the Borrowers Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed $25,000,000the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to any such Swing Loan, the aggregate principal amount of all outstanding Loans shall not Revolving Credit Outstandings would exceed the least of (i) Maximum Credit; provided further that in the Commitment of BofA; (ii) event that the combined Commitments of all Swing Loan Lender and the Banks; and (iii) Administrative Agent are not the Borrowing Base. BofA may same Person, then the Swing Loan Lender shall only make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on after having given prior notice thereof to the Business Day on which such Administrative Agent; provided further that the Swing Loan is requested to be made. BofA Lender shall not be required to make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender unless, after BofA becomes aware that one or more of giving effect to the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a requested Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer there would exist no Fronting Exposure (in the good faith determination of the Borrower confirming such telephonic notice for a Swing Loan. If Loan Lender and the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorAdministrative Agent). Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date (without giving effect to any extensions of the day type referred to in the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject proviso to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern timeSection 12.1(b) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the samehereof). Such payment shall be made by Within the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bankfirst sentence of this clause (a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor reborrowed under this clause (if made prior to 2:00 p.m., Eastern time) on anya).

Swing Loans. BofA In the case of a request for a Revolving Loan, and so long as the aggregate amount of Swing Loans made since the last Settlement Date, minus the amount of payments applied to Swing Loans since the last Settlement Date, plus the amount of the requested Revolving Loan does not exceed Five Million Dollars ($5,000,000), Swing Lender may elect make such Revolving Loan in its sole discretion the amount of such Borrowing (any such Revolving Loan made solely by Swing Lender pursuant to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, this Section 2.15 being referred to as a "“Swing Loan"” and such Revolving Loans being referred to collectively as “Swing Loans”) available to a Borrower solely for BofA's own account from time to time on or after the Refinancing Date and prior to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which date such Swing Loan Borrowing is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request made by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errortransferring immediately available funds into Borrower’s Account. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing deemed to be a Revolving Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, hereunder and shall be subject to all the terms and conditions (including Article 4) applicable to other Revolving Loans, except that all interest thereon payments on any Swing Loan shall be payable to BofA Swing Lender solely for its own accountaccount prior to Settlement. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered Lender shall not make and shall not be obligated to BofA a notice of its intention to repay and does repay the make any Swing Loan prior to 12:00 noon (Eastern time)if Swing Lender has actual knowledge, such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreementincluding any notification by another Lender, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse that one or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on more of the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition applicable conditions precedent set forth in Section 4.2 Article 4 will not be satisfied on the date such Borrowing is then met and to be made. Swing Lender shall not otherwise be required to determine whether or not the relevant Borrower has then requested a Loan applicable conditions precedent set forth in Article 4 have been satisfied on the date such amount. If such amount Borrowing is not in fact paid to BofA by any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m.making any Swing Loan. The Swing Loans shall be secured by Administrative Agent’s Lien, Eastern time) on anyconstitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Lending Rate Portions.

Swing Loans. BofA may elect During the Revolving Facility Availability Period, the Swing Line Lender agrees, on the terms and conditions set forth in its sole discretion this Agreement, to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing Loan") Loan or Swing Loans to a each Borrower solely for BofA's own account from time to time time, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or after prepaid and reborrowed in accordance with the Refinancing Date and prior to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000provisions hereof; provided, however, that (iv) may only be made if after giving effect to any Swing Loan, thereto (A) the aggregate principal amount of all Swing Loans outstanding Loans shall does not exceed the least of Swing Line Commitment, and (iB) the Commitment of BofAAggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (iiv) shall not be made if, after giving effect thereto, the combined Commitments Borrowers would be required to prepay Loans or cash collateralize Letters of all the BanksCredit pursuant to Section 2.13(c) hereof; and (iiivi) shall not be made if the Borrowing Baseproceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. BofA may make Swing Loans (subject Notwithstanding anything to the conditions precedent set forth contrary contained in this Section 4.22.04(a), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Line Lender shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic it has received written notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofAParent Borrower, any other Credit Party or the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except Required Lenders stating that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers a Default or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default exists and is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not until such time as the relevant Borrower has then requested a Loan in Swing Line Lender shall have received written notice (A) of rescission of all such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon notices from the due date therefor party or parties originally delivering such notice or notices, (if made prior to 2:00 p.m., Eastern timeB) on anyof the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default by the Required Lenders.

Swing Loans. BofA may elect (a) Subject to the terms and conditions set forth in its sole discretion this Agreement, Swing Loan Lender agrees to make loans that shall bear interest at lend to the Federal Funds Rate plus 0.50% per annum Borrower (each, a the "Swing LoanLoans"), and the Borrower may borrow (and repay and reborrow) to a Borrower solely for BofA's own account from time to time on or after between the Refinancing Closing Date and the date which is five (5) Business Days prior to the Commitment Termination Maturity Date up upon notice by the Borrower to the Swing Loan Lender given in accordance with this §2.2, such sums in Dollars as are requested by the Borrower for the purposes set forth in §2.10 in an aggregate principal amount at any one time outstanding to both of not exceeding the Borrowers not to exceed $25,000,000Swing Loan Commitment; provided, however, provided that after giving effect to any Swing Loan, the aggregate principal amount of in all outstanding Loans shall not exceed the least of events (i) the Commitment no Default or Event of BofADefault shall have occurred and be continuing; (ii) the combined Commitments of all the Banksno Lender shall be a Defaulting Lender (provided Swing Loan Lender may, in its sole discretion, be entitled to waive this condition); and (iii) the outstanding principal amount of the Revolving Credit Exposure shall not at any time exceed the lesser of (A) the Total Commitments or (B) the Borrowing BaseBase Availability, and (iv) each Swing Loan shall be in a minimum amount of $1,000,000.00. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower shall constitute "Loans" for all purposes hereunder. The funding of a Swing Loan on hereunder shall constitute a representation and warranty by the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware Borrower that one or more all of the conditions precedent contained required of the Xxxxxxxx xxx xxxxx xx §00 and §11 have been satisfied on the date of such funding. The Swing Loan Lender may assume that the conditions in Section 4.2 is not §10 and §11 have been satisfied until unless Swing Loan Lender has received written notice from a Lender that such conditions have not been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorsatisfied. Each outstanding Swing Loan shall be due and payable no later than within five (5) Business Days of the seventh Business Day next following the day the date such Swing Loan was made, with interest at provided and Borrower hereby agrees (to the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention extent not repaid as contemplated by §2.2(d) below) to repay and does repay the each Swing Loan prior to 12:00 noon on or before the date that is five (Eastern time), 5) Business Days from the date such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such was provided; repayment of any Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall may not be made by the other Banks whether or not an Event advance of Default or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anynew Swing Loan.

Swing Loans. BofA may elect in its sole discretion Subject to the terms and conditions of this ----------- Agreement, upon request of Borrower, the Swing Loan Lender agrees to make one or more loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing LoanLoans") to a Borrower solely for BofA's own account from time to time from and including the ----------- Closing Date to but excluding the R/C Termination Date, in an amount not to exceed the Swing Loan Commitment as then in effect. Prior to the R/C Termination Date, Borrower may borrow, repay and reborrow Swing Loans up to the Swing Loan Commitment in accordance with the terms of this Agreement. The Swing Loan Lender shall not make any Swing Loans on or after the Refinancing Date and prior R/C Termination Date. No Swing Loan shall be made if, after giving full effect to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, however, that after giving effect to any requested Swing Loan, the aggregate principal outstanding amount of all Revolving Loans, plus the aggregate outstanding Loans shall not amount of Swing Loans, plus the aggregate outstanding L/C Liabilities would exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing BaseBase as in effect at such time. BofA may make All Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a will be made and maintained only as ABR Loans. The Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender shall not make any Swing Loan after BofA becomes aware receiving a written notice from Borrower or the Majority Revolving Lenders stating that one a Default exists and is continuing until such time as the Swing Loan Lender shall have received written notice of (i) rescission of all such notices from the party or more parties originally delivering such notice, (ii) the waiver of such Default by the Majority Lenders, or (iii) Administrative Agent's good faith determination that such Default has ceased to exist. Swing Loans shall be made (i) in minimum amounts of $500,000 and integral multiples of $100,000 above such amount, (ii) in the aggregate unused amount of the conditions precedent contained Swing Loan Commitment or (iii) in Section 4.2 is not satisfied until the amount of any Reimbursement Obligation to be paid with the proceeds of such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If Upon the information contained occurrence of an Event of Default, each Revolving Lender shall be deemed to have purchased (and each Revolving Lender hereby irrevocably agrees to purchase) an irrevocable participation in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each all outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day Loans, together with all accrued interest thereon equal to such Lender's R/C Percentage thereof, without any further action by or on behalf of the Swing Loan was madeLender, with interest at the Federal Funds Rate plus 0.50% per annumany other Lender, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own accountBorrower or any other Person. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a Upon one Business Day's notice of its intention to repay and does repay from the Swing Loan prior Lender, each other Revolving Lender shall deliver to 12:00 noon (Eastern time), such the Swing Loan shall automatically convert Lender an amount equal to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and its respective participation in such Swing Loan in an amount equal (as determined pursuant to such Bank's Pro Rata Share and promptly pay such amount to BofA the immediately preceding sentence) in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on funds. In order to evidence such day if BofA requests payment therefor prior participation, each Revolving Lender agrees to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on enter into a participation agreement at the first Business Day after BofA requests request of the same). Such payment shall be made by Swing Loan Lender in form and substance satisfactory to the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met Swing Loan Lender and whether or not the relevant Borrower has then requested a Loan in such amountRevolving Lender. If any Revolving Lender fails to make available to the Swing Loan Lender the amount of such amount is not Revolving Lender's participation as provided in fact paid to BofA by any Bankthis paragraph, BofA the Swing Loan Lender shall be entitled to recover such amount on demand from such BankRevolving Lender, together with accrued interest thereon at the Federal Funds Rate until such amount is paid in full in immediately available funds. In the event the Swing Loan Lender receives a payment from any Obligor of any amount in which the due date therefor Revolving Lenders have purchased participations as provided in this paragraph, the Swing Loan Lender shall promptly distribute to each Revolving Lender its pro rata share of --- ---- such payment. Notwithstanding anything herein to the contrary, each Revolving Lender's obligation to purchase a participation in each unpaid Swing Loan shall be absolute and unconditional and shall not be affected by any circumstances, including (if 1) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may now or hereafter have against the Swing Loan Lender, Borrower or any other Person for any reason whatsoever, (2) the occurrence or continuation of a Default or an Event of Default, (3) the occurrence of any Material Adverse Change or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, except that no Revolving Lender need participate in any Swing Loan made prior to 2:00 p.m., Eastern time) on anyby the Swing Loan Lender in violation of the penultimate sentence of the first paragraph of this Section 2.01(d).

Swing Loans. BofA may elect in its sole discretion In addition to make loans that the foregoing, JPMorgan Chase shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing Loan") to a Borrower solely for BofA's own account from time to time on or after upon the Refinancing Date request of the Borrower, and prior provided that all of the applicable conditions precedent specified in Sections 4.1 and 4.2 have been satisfied, make loans (“Swing Loans”) to the Commitment Termination Date up to Borrower in an aggregate principal amount not to exceed at any one time outstanding $5,000,000. The Borrower shall execute and deliver to both JPMorgan Chase the Swing Loan Note to evidence the Swing Loans. Swing Loans shall be in amounts that are integral multiples of $1,000,000 and shall, unless otherwise expressly stated in this Agreement, constitute “Loans” for all purposes hereunder, except they shall not be considered a utilization of the Borrowers Commitment of JPMorgan Chase or any other Lender for purposes of calculating commitment fees hereunder. Notwithstanding the foregoing sentence, the aggregate amount of all Loans (including all Swing Loans) and L/C Exposures shall not at any time exceed the aggregate of the Commitments. To request a Swing Loan, the Borrower shall notify the Administrative Agent and JPMorgan Chase of such request by telephone no later than 11:00 a.m., New York City time, on the date of the proposed Swing Loan, and shall confirm promptly by hand delivery or telecopy to exceed $25,000,000the Administrative Agent and JPMorgan Chase a written Borrowing Request signed by the Borrower. Each request for a Swing Loan shall state the amount of the Swing Loan requested, the date on which such Swing Loan is to be made, which shall be a Business Day, and the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.6. Subject to the terms and conditions of this Agreement, all Swing Loans shall be made as ABR Loans and may be borrowed, prepaid and reborrowed; provided that any and all such Swing Loans then outstanding shall be due and payable in full on the Maturity Date. At any time, upon the request of JPMorgan Chase or the Borrower, each Lender other than JPMorgan Chase shall, on the third Business Day after such request is made, purchase a participating interest in any one or more Swing Loans made in accordance with the first sentence of this subsection (b) in an amount equal to its Applicable Percentage of such Swing Loans. Each Lender will immediately transfer to JPMorgan Chase, in immediately available funds, the amount of its participation. Whenever, at any time after JPMorgan Chase has received from any Lender such Lender’s participating interest in a Swing Loan, JPMorgan Chase receives any payment on account thereof, JPMorgan Chase will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that after giving effect in the event that such payment received by JPMorgan Chase is required to be returned, such Lender will return to JPMorgan Chase any Swing Loan, the aggregate principal amount of all outstanding Loans portion thereof previously distributed by JPMorgan Chase to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not exceed the least of be affected by any circumstances, including, without limitation, (i) the Commitment of BofAany set-off, counterclaim, recoupment, defense or other rights which such Lender or any other Person may have against JPMorgan Chase or any other Person for any reason whatsoever; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission occurrence or existence of a Loan Request Default or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other condition precedent set forth in Section 4.2 is then met and Person; (iv) any breach of this Agreement by the Borrower or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the relevant Borrower has then requested foregoing. Each Swing Loan, once so participated, shall cease to be a Swing Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA for purposes of this Agreement but shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anyremain a Loan.