Common use of Swing Loans Clause in Contracts

Swing Loans. On the terms and subject to the conditions contained in this Agreement, each Swing Loan Lender severally agrees to make loans (i) in Dollars to the U.S. Borrower (each a "U.S. Swing Loan"), (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by such Swing Loan Lender hereunder in its capacity as a Swing Loan Lender) not to exceed such Swing Loan Lender's Swing Loan Allocation of the Swing Loan Sublimit; provided, however, that at no time shall any Swing Loan Lender make a Swing Loan to the extent that, after giving effect to such Swing Loan, the Dollar Equivalent of the principal amount of the Swing Loans outstanding at such time would exceed the Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitments. Each U.S. Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Dollar Borrowing hereunder. Each of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loan. Each Swing Loan shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount of not less than the applicable Minimum Currency Threshold.

Swing Loans. On Subject to the terms and subject to the conditions contained in of this Agreement, each during the Commitment Period applicable to the General Revolving Commitment, the Swing Line Lender shall make a Swing Loan Lender severally agrees or Swing Loans to make loans (i) Borrower in Dollars to the U.S. such amount or amounts as Borrower (each a "U.S. Swing Loan"), (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility may from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by such Swing Loan Lender hereunder in its capacity as a Swing Loan Lender) request; provided that Borrower shall not to exceed such Swing Loan Lender's Swing Loan Allocation of the Swing Loan Sublimit; provided, however, that at no time shall request any Swing Loan Lender make a Swing Loan to the extent thathereunder if, after giving effect thereto, (A) the General Revolving Commitment Exposure would exceed the Maximum General Revolving Commitment Amount, or (B) the Swing Line Exposure would exceed the Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing Loan Maturity Date applicable thereto. Each Swing Loan shall be made in Dollars. Borrower shall pay interest, for the sole benefit of the Swing Line Lender (and any General Revolving Lender that shall have purchased a participation in such Swing Loan), on the unpaid principal amount of each Swing Loan outstanding from time to time from the date thereof until paid, at the Derived Swing Loan Rate applicable to such Swing Loan, . Interest on each Swing Loan shall be payable on the Dollar Equivalent Swing Loan Maturity Date applicable thereto. Each Swing Loan shall bear interest for a minimum of one day. The obligation of Borrower to repay the Swing Loans and to pay interest thereon shall be evidenced by a Swing Line Note of Borrower payable to the order of the Swing Line Lender in the principal amount of the Swing Loans outstanding at such time would exceed the Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitments. Each U.S. Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making Line Commitment, or, if soonerless, upon any Dollar Borrowing hereunder. Each of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loan. Each Swing Loan shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts aggregate unpaid principal amount of Swing Loans repaid may made hereunder by the Swing Line Lender. Subject to the provisions of this Agreement, Borrower shall be reborrowed entitled under this clause (a). Each Borrowing shall be Section 2.1(a)(iii) to borrow funds, repay the same in an aggregate amount of not less than whole or in part and reborrow hereunder at any time and from time to time during the Commitment Period applicable Minimum Currency Thresholdto the General Revolving Commitment.

Swing Loans. On Subject to the terms and subject to conditions hereof, US Agent agrees (i) that as of the conditions contained in this AgreementClosing Date, each US Swing Loan Lender severally agrees as defined in and outstanding under the Existing US Credit Agreement will be continued automatically as a US Swing Loan hereunder and (ii) to make loans to US Borrower (herein called "US Swing Loans") upon US Borrower's request from time to time during the Tranche A Commitment Period, provided that (i) in Dollars to the U.S. Borrower (each a "U.S. aggregate amount of US Swing Loan")Loans outstanding shall never exceed the US Swing Sublimit, (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. aggregate amount of Tranche A Facility Usage and US Swing Loan") Loans outstanding shall never exceed the Tranche A Maximum Credit Amount, and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency US Facility from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by such Swing Loan Lender hereunder in its capacity as a Swing Loan Lender) not to exceed such Swing Loan Lender's Swing Loan Allocation of the Swing Loan Sublimit; provided, however, that at no time Usage shall any Swing Loan Lender make a Swing Loan to the extent that, after giving effect to such Swing Loan, the Dollar Equivalent of the principal amount of the Swing Loans outstanding at such time would never exceed the Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency CommitmentsUS Maximum Credit Amount. Each U.S. Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Dollar Borrowing hereunder. Each of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loan. Each Swing Loan shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an The aggregate amount of not less than all US Swing Loans in any Borrowing must be an integral multiple of US $100,000 which equals or exceeds US $1,000,000 or must equal the applicable Minimum Currency Thresholdunadvanced portion of the Tranche A Maximum Credit Amount. The obligation of US Borrower to repay to US Agent the aggregate amount of all US Swing Loans made by US Agent, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called the "US Swing Note") made by US Borrower payable to the order of US Agent in the form of Exhibit A-3 and issued under the Existing US Credit Agreement. The amount of principal owing on the US Swing Note at any given time shall be the aggregate amount of all US Swing Loans theretofore made by US Agent minus all payments of principal theretofore received by US Agent on the US Swing Note (including as a result of any refinancing pursuant to Section 1.8). Interest on the US Swing Note shall accrue and be due and payable as provided herein and therein. The US Swing Note shall be due and payable as provided herein and therein, and shall be due and payable in full on the Tranche A Maturity Date. Subject to the terms and conditions hereof, US Borrower may borrow, repay, and reborrow US Swing Loans under the US Agreement during the Tranche A Commitment Period.

Swing Loans. On the terms and subject In addition to the conditions contained in this Agreementforegoing, each Swing Loan Lender severally agrees to make loans (i) in Dollars to the U.S. Borrower (each a "U.S. Swing Loan"), (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility Wachovia shall from time to time on any Business Day during after the period from Funding Date but before the date hereof until Maturity Date, upon the Revolving Credit Termination Date request of the Borrower, if the applicable conditions precedent in Article V have been satisfied, make Swing Loans to the Borrower in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by not exceeding $10,000,000; provided that, immediately after such Swing Loan Lender hereunder is made, the conditions set forth in its capacity as a Swing Loan Lenderclauses (i) not to exceed such Swing Loan Lender's Swing Loan Allocation and (ii) of Section 2.1(b) shall have been satisfied. Except for calculation of the Commitment Fee as set forth in the definition thereof, Swing Loan SublimitLoans shall not be considered a utilization of the Revolving Credit Commitment of Wachovia or any other Lender hereunder. All Swing Loans shall be made as Base Rate Loans or as LIBOR Index Loans; provided, however, that (A) the entire principal balance of the Swing Loans shall at no time shall all times bear interest as either a LIBOR Index Loan or a Base Rate Loan; (B) while any Swing Loan Lender make a is outstanding all subsequent Swing Loans must bear interest at the same rate as the Swing Loans then outstanding; (C) the Borrower may not convert any outstanding Swing Loans from Base Rate Loans to LIBOR Index Loans, or vice versa; (D) no Swing Loan shall constitute a LIBOR Index Loan for more than ten (10) succeeding Business Days; and (E) if any Swing Loan remains outstanding for more than ten (10) Business Days as a LIBOR Index Loan, then the entire principal balance of the Swing Loans shall, automatically and without notice to Borrower or any other Person, convert to a Base Rate Loan and, thereafter, bear interest as a Base Rate Loan. At any time, upon the extent thatrequest of Wachovia, each Lender other than Wachovia shall, on the third (3rd) Business Day after giving effect such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Revolving Credit Commitment) of such Swing Loans. On such third (3rd) Business Day, each Lender will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender its participating interest in a Swing Loan, the Dollar Equivalent Agent receives any payment on account thereof, the Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the principal amount period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the Swing Loans outstanding at event that such time would exceed payment received by the Swing Loan Sublimit Agent is required to be returned, such Lender will return to the Agent any portion thereof previously distributed by the Agent to it. Each Lender's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitments. Each U.S. Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Dollar Borrowing hereunder. Each termination of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loan. Each Swing Loan shall in any event mature no later than the Revolving Credit Termination Date. Within Commitments; (iii) the limits set forth occurrence or existence of any Material Adverse Change or Material Adverse Effect or the existence or occurrence of any adverse change in the first sentence condition (financial or otherwise) of this clause any other Person; (a)iv) any breach of any Credit Document by any Credit Party or any other Lender; or (v) any other circumstance, amounts happening or event whatsoever, whether or not similar to any of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount of not less than the applicable Minimum Currency Thresholdforegoing.

Swing Loans. On Subject to all of the terms and subject to the conditions contained in of this AgreementAgreement (including, each Swing Loan Lender severally agrees to make loans (i) in Dollars to the U.S. Borrower (each a "U.S. Swing Loan"without limitation, Section 5.1 and 5.2 hereof), (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility from time to time on any Business Day or after the Effective Date and during the period from the date hereof until the Revolving Credit Termination Date Swing Loan Availability Period, Wxxxx Fargo shall make loans under this Section 2.1(b) to Borrower in an aggregate principal amount at any one time outstanding (together with up to but not exceeding $20,000,000. Swing Loans shall constitute “Loans” for all purposes hereunder, except that such Swing Loans shall not be considered a utilization of the Commitment of Wxxxx Fargo or any other Revolving Loan Lender for purposes of calculating commitment fees hereunder. Notwithstanding the foregoing sentence, the aggregate outstanding principal amount of all Loans (including, without limitation, all Swing Loans) plus all Letter of Credit Liabilities shall not at any other time exceed $200,000,000. Subject to the conditions in this Agreement, any Swing Loan made by repaid prior to the Revolving Loan Termination Date may be reborrowed pursuant to the terms of this Agreement; provided, that any and all such Swing Loan Lender hereunder Loans shall be due and payable in its capacity as a Swing Loan Lender) not to exceed such Swing Loan Lender's Swing Loan Allocation full at the end of the Swing Loan SublimitAvailability Period. At any time, upon the request of Wxxxx Fargo, each Revolving Loan Lender (other than Wxxxx Fargo) shall, on the first Business Day after such request is made, purchase a participating interest in any one or more Swing Loans made in accordance with the first sentence of this Section 2.1(b) in an amount equal to its Revolving Loan Commitment Percentage of such Swing Loans. Each Revolving Loan Lender will immediately transfer to Wxxxx Fargo, in immediately available funds, the amount of its participation. Whenever, at any time after Wxxxx Fargo has received from any Revolving Loan Lender such Revolving Loan Lender’s participation in a Swing Loan, Wxxxx Fargo receives payment on account thereof, Wxxxx Fargo will distribute to such Revolving Loan Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Loan Lender’s participating interest was outstanding and funded); provided, however, that at no time in the event that such payment received by Wxxxx Fargo is required to be returned, such Revolving Loan Lender will return to Wxxxx Fargo any portion thereof previously distributed by Wxxxx Fargo to it. Each Revolving Loan Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense of other right which such Revolving Loan Lender or any other Person may have against Wxxxx Fargo or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of any Commitment; (iii) any adverse change in the condition (financial or otherwise) of any Obligor or any other Revolving Loan Lender; (iv) any breach of this Agreement or any other Loan Document by any Obligor or any other Revolving Loan Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Loan, once so participated, shall cease to be a Swing Loan for the purposes of this Agreement, but shall be a Revolving Loan. Borrower, Agent and the Revolving Loan Lenders agree pursuant to Chapter 346, that Chapter 346 shall not apply to the Swing Note or any Swing Loan Lender make a Swing Loan to the extent that, after giving effect to such Swing Loan, the Dollar Equivalent of the principal amount of and that neither the Swing Loans outstanding at such time would exceed the Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitments. Each U.S. Note nor any Swing Loan shall be a Base Rate Loan and must be repaid governed by Chapter 346 or subject to its provisions in full within seven days after its making or, if sooner, upon any Dollar Borrowing hereunder. Each of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loanmanner whatsoever. Each Swing Loan shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount of not less than the applicable Minimum Currency Thresholdequal to $100,000 or a multiple thereof.

Swing Loans. (a) On the terms and subject to the conditions contained in this Agreement, each Swing Loan Swingline Lender severally agrees to make loans (i) in Dollars to the U.S. Borrower (each a "U.S. “Swing Loan"), (ii”) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility Borrowers from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Revolver Maturity Date in an aggregate principal amount not to exceed at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by such Swing Loan Lender hereunder in its capacity as a Swing Loan Lender) not to exceed such Swing Loan Lender's Swing Loan Allocation of the Swing Loan SublimitCommitment; provided, however, that at no time shall any Swing Loan Lender Swingline Lender, in its sole discretion, may elect not to make a Swing Loan to at any time that the extent that, after giving effect to Available Credit is negative or would become negative upon the making of such Swing Loan, the Dollar Equivalent of the principal amount of the Swing Loans outstanding at such time would exceed the Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitments. Each U.S. Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Dollar Borrowing hereunder. Each of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loan. Each Swing Loan shall be made and prepaid upon such notice as the Swingline Lender and Borrowers’ Agent shall agree; provided that in any event mature no the absence of a written agreement to the contrary, Swingline Lender must receive each request for a Swing Loan not later than 2:00 PM (Portland time) on the Revolving Business Day of borrowing and any prepayment made after 2:00 PM (Portland time) shall be credited on the next Business Day. Further, Swingline Lender may make Swing Loans without notice from Borrowers’ Agent or any Borrower (A) automatically pursuant to cash management arrangements, if any, made from time to time by Borrowers with Administrative Lender and/or (B) to allow Administrative Lender to pay each Lender its share of fees, interest and other amounts due hereunder to the extent such fees, interest and other amounts are then due and payable. All Swing Loans shall be evidenced by a Note payable to the order of the Swingline Lender, and on the Closing Date the promissory note issued under the Existing Credit Termination Agreement evidencing swing loans shall be exchanged for a Note. Subject to all the limitations, terms and conditions contained herein, Borrowers may from time to time borrow, partially or wholly repay outstanding Swing Loans and reborrow Swing Loans. Borrower shall repay the outstanding principal balance of the Swing Loans, together with all accrued and unpaid interest and related fees on the Revolver Maturity Date. Within All interest due on the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount payable to the Swingline Lender. After receipt of not less than payment of principal or interest on the applicable Minimum Currency ThresholdSwing Loans, Administrative Lender will promptly distribute the same to the Swingline Lender at its Applicable Lending Office.

Swing Loans. On the terms and subject to the conditions contained in this Agreement, each Swing Loan Lender severally agrees to make loans (i) in Dollars to the U.S. Borrower (each a "U.S. Swing Loan"), (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility from From time to time on any Business Day or after the Effective Date and during the period from the date hereof until the Revolving Credit Termination Date Swing Loan Availability Period, provided no Default or Event of Default has occurred which is continuing, Chase shall make loans under this Section 2.1(c) to Borrower in an aggregate principal amount at any one time outstanding up to but not exceeding $5,000,000. Swing Loans shall constitute “Revolving Loans” for all purposes hereunder, except that until such time as the other Lenders shall have purchased a participating interest in such Swing Loans as provided for herein, such Swing Loans shall only be considered a utilization of the Revolving Loan Commitment of Chase (together with and following such a purchase of a participating interest, the Revolving Loan Commitment of each Lender shall be considered utilized by the amount of such participating interest and the amount of Chase’s Revolving Loan Commitment considered to be utilized shall be decreased by the aggregate outstanding principal amount of such participating interests). Notwithstanding the foregoing sentence, the aggregate amount of all Revolving Loans (including, without limitation, all Swing Loans) shall not at any other time exceed the Maximum Revolving Loan Available Amount. Subject to the conditions in this Agreement, any Swing Loan made by repaid prior to the Revolving Loan Termination Date may be reborrowed pursuant to the terms of this Agreement; provided, that any and all such Swing Loan Lender hereunder Loans shall be due and payable in its capacity as a Swing Loan Lender) not to exceed such Swing Loan Lender's Swing Loan Allocation full at the end of the Swing Loan SublimitAvailability Period. At any time, upon the request of Chase, each Revolving Loan Lender (other than Chase) shall, on the first Business Day after such request is made, purchase a participating interest in any one or more Swing Loans made in accordance with the first sentence of this Section 2.1(c) in an amount equal to its Revolving Loan Commitment Percentage of such Swing Loans. Each Revolving Loan Lender will immediately transfer to Chase, in immediately available funds, the amount of its participation. Whenever, at any time after Chase has received from any Lender such Lender’s participation in a Swing Loan, Chase receives payment on account thereof, 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 at no time in the event that such payment received by Chase is required to be returned, such Lender will return to Chase any portion thereof previously distributed by Chase to it. Each Revolving Loan Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense of other right which such Lender or any other Person may have against Chase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of any Revolving Loan Commitment; (iii) any adverse change in the condition (financial or otherwise) of any Obligor or any other Lender; (iv) any breach of this Agreement or any other Loan Document by any Obligor or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Loan, once so participated, shall cease to be a Swing Loan for the purposes of this Agreement, but shall be a Revolving Loan. Borrower, Agent and the Lenders agree pursuant to Chapter 346 (“Chapter 346”) of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to the Swing Note or any Swing Loan Lender make a Swing Loan to the extent that, after giving effect to such Swing Loan, the Dollar Equivalent of the principal amount of and that neither the Swing Loans outstanding at such time would exceed the Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitments. Each U.S. Note nor any Swing Loan shall be a Base Rate Loan and must be repaid governed by Chapter 346 or subject to its provisions in full within seven days after its making or, if sooner, upon any Dollar Borrowing hereunder. Each of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loanmanner whatsoever. Each Swing Loan shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount of not less than the applicable Minimum Currency Thresholdequal to $100,000 or a multiple thereof.

Swing Loans. On the terms and subject to the conditions contained in this Agreement, each Swing Loan Lender severally agrees to make loans (i) in Dollars to the U.S. Borrower (each a "U.S. Swing Loan"), (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility from From time to time on any Business Day or after the Effective Date and during the period from Swing Loan Availability Period, provided no Default or Event of Default has occurred which is continuing, the date hereof until the Revolving Credit Termination Date Swing Loan Lender shall make loans under this Section 2.1(c) to Borrower in an aggregate principal amount at any one time outstanding (together with up to but not exceeding $5,000,000. Swing Loans shall constitute “Revolving Loans” for all purposes hereunder, except that until such time as the aggregate outstanding principal amount other Revolving Loan Lenders shall have purchased a participating interest in such Swing Loans as provided for herein, such Swing Loans shall only be considered a utilization of any other Swing the Revolving Loan made by such Commitment of the Swing Loan Lender hereunder (and following such a purchase of a participating interest, the Revolving Loan Commitment of each Lender shall be considered utilized by the amount of such participating interest and the amount of the Swing Loan Lender’s Revolving Loan Commitment considered to be utilized shall be decreased by the aggregate amount of such participating interests). Notwithstanding the foregoing sentence, the aggregate amount of all Revolving Loans (including, without limitation, all Swing Loans) shall not at any time exceed the Maximum Revolving Loan Available Amount less all Letter of Credit Liabilities. Subject to the conditions in its capacity as a this Agreement, any Swing Loan repaid prior to the Revolving Loan Termination Date may be reborrowed pursuant to the terms of this Agreement; provided, that any and all such Swing Loans shall be due and payable in full at the end of the Swing Loan Availability Period. At any time, upon the request of the Swing Loan Lender, each Revolving Loan Lender (other than the Swing Loan Lender) not shall, on the first Business Day after such request is made, purchase a participating interest in any one or more Swing Loans made in accordance with the first sentence of this Section 2.1(c) in an amount equal to exceed its Revolving Loan Commitment Percentage of such Swing Loans. Each Revolving Loan Lender will immediately transfer to the Swing Loan Lender's Swing Loan Allocation , in immediately available funds, the amount of its participation. Whenever, at any time after the Swing Loan SublimitLender has received from any Lender such Lender’s participation in a Swing Loan, the Swing Loan Lender receives payment on account thereof, the Swing Loan Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that at no time shall any in the event that such payment received by the Swing Loan Lender make is required to be returned, such Lender will return to the Swing Loan Lender any portion thereof previously distributed by the Swing Loan Lender to it. Each Revolving Loan Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense of other right which such Lender or any other Person may have against the Swing Loan Lender or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of any Revolving Loan Commitment; (iii) any adverse change in the condition (financial or otherwise) of any Obligor or any other Lender; (iv) any breach of this Agreement or any other Loan Document by any Obligor or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Loan, once so participated, shall cease to be a Swing Loan for the purposes of this Agreement, but shall be a Revolving Loan. The Borrower shall pay to the Swing Loan Lender on demand the amount of such Swing Loans to the extent that, after giving effect amounts received from the Revolving Loan Lenders are not sufficient to such repay in full the outstanding Swing LoanLoans requested or required to be refunded. In addition, the Dollar Equivalent of Borrower hereby authorizes the principal amount of Agent to charge any account maintained by the Swing Loans outstanding at such time would exceed Borrower with the Swing Loan Sublimit or Lender (up to the aggregate Multi-Currency Outstandings would exceed amount available therein) in order to immediately pay the then effective aggregate Multi-Currency Commitments. Each U.S. Swing Loan Lender the amount of such Swing Loans to the extent amounts received from the Revolving Loan Lenders are not sufficient to repay in full the outstanding Swing Loans requested or required to be refunded. If any portion of any such amount paid to the Swing Loan Lender shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Dollar Borrowing hereunder. Each recovered by or on behalf of the U.K. Borrower from the Swing Loans and Loan Lender in bankruptcy or otherwise, the Swiss Swing Loans loss of the amount so recovered shall be a Eurocurrency Rate Loanratably shared among all the Revolving Loan Lenders in accordance with their respective Revolving Loan Commitment Percentages. Each Swing Loan shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount of not less than the applicable Minimum Currency Thresholdequal to $100,000 or a multiple thereof.

Swing Loans. On Subject to the terms and subject to the conditions contained in of this Agreement, each during the Commitment Period applicable to the Tranche A Commitment, Agent shall make a Swing Loan Lender severally agrees or Swing Loans to make loans (i) Borrower in Dollars to the U.S. such amount or amounts as Borrower (each a "U.S. Swing Loan"), (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility may from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by such Swing Loan Lender hereunder in its capacity as a Swing Loan Lender) request; provided that Borrower shall not to exceed such Swing Loan Lender's Swing Loan Allocation of the Swing Loan Sublimit; provided, however, that at no time shall request any Swing Loan Lender make a Swing Loan to the extent thathereunder if, after giving effect thereto, (a) the Tranche A Exposure would exceed the Maximum Tranche A Amount, or (b) the Swing Line Exposure would exceed the Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing Loan Maturity Date applicable thereto. Borrower shall not request that more than two (2) Swing Loans be outstanding at any time. Each Swing Loan shall be made in Dollars. Borrower shall pay interest, for the sole benefit of Agent (and any Bank that has purchased a participation in such Swing Loan), on the unpaid principal amount of each Swing Loan outstanding from time to time from the date thereof until paid at the Derived Swing Loan Rate applicable to such Swing Loan. Interest on each Swing Loan shall be payable on the Swing Loan Maturity Date applicable thereto. Each Swing Loan shall bear interest for a minimum of one (1) day. The obligation of Borrower to repay the Swing Loans and to pay interest thereon shall be evidenced by a Swing Line Note of Borrower substantially in the form of EXHIBIT C hereto, dated the Dollar Equivalent Closing Date, and payable to the order of Agent in the principal amount of the Swing Line Commitment, or, if less, the aggregate unpaid principal amount of Swing Loans outstanding made hereunder by Agent. Subject to the provisions of this Agreement, Borrower shall be entitled under this subpart 2 of Section 2.1A to borrow funds, repay the same in whole or in part and reborrow hereunder at such any time would exceed and from time to time during the Commitment Period applicable to the Tranche A Commitment. If Agent so elects, by giving notice to Borrower and the Banks, Borrower agrees that Agent shall have the right, in its sole discretion, to require that any Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitmentsbe refinanced as a Tranche A Loan. Each U.S. Swing Such Tranche A Loan shall be a Base Rate Loan unless and must until converted by Borrower to a Eurodollar Loan pursuant to subpart 1 of this Section 2.1A and Section 2.2 hereof. Upon receipt of such notice by Borrower, Borrower shall be repaid deemed, on such day, to have requested a Tranche A Loan in full within seven days after its making or, if sooner, upon any Dollar Borrowing hereunderthe principal amount of the Swing Loan in accordance with subpart 1 of this Section 2.1A and Section 2.2 hereof. Each Bank agrees to make a Tranche A Loan on the date of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loansuch notice, subject to no conditions precedent whatsoever. Each Swing Loan shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount of not less than the applicable Minimum Currency Threshold.Bank

Swing Loans. On Subject to the terms and subject to the conditions contained in of this Agreement, each during the Commitment Period Agent shall make a Swing Loan Lender severally agrees or Swing Loans to make loans (i) Borrower in Dollars to the U.S. such amount or amounts as Borrower (each a "U.S. Swing Loan"), (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility may from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by such Swing Loan Lender hereunder in its capacity as a Swing Loan Lender) request; provided that Borrower shall not to exceed such Swing Loan Lender's Swing Loan Allocation of the Swing Loan Sublimit; provided, however, that at no time shall request any Swing Loan Lender make a Swing Loan to the extent thathereunder if, after giving effect thereto, (a) the Revolving Exposure would exceed the Total Commitment Amount, or (b) the Swing Line Exposure would exceed the Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing Loan Maturity Date applicable thereto. Borrower shall not request that more than two (2) Swing Loans be outstanding at any time. Each Swing Loan shall be made in Dollars. Borrower shall pay interest, for the sole benefit of Agent (and any Bank that has purchased a participation in such Swing Loan), on the unpaid principal amount of each Swing Loan outstanding from time to time from the date thereof until paid at the Derived Swing Loan Rate applicable to such Swing Loan. Interest on each Swing Loan shall be payable on the Swing Loan Maturity Date applicable thereto. Each Swing Loan shall bear interest for a minimum of one (1) day. The obligation of Borrower to repay the Swing Loans and to pay interest thereon shall be evidenced by a Swing Line Note of Borrower substantially in the form of Exhibit B hereto, dated the Dollar Equivalent Closing Date, and payable to the order of Agent in the principal amount of the Swing Line Commitment, or, if less, the aggregate unpaid principal amount of Swing Loans outstanding made hereunder by Agent. Subject to the provisions of this Agreement, Borrower shall be entitled under this Section 2.01B to borrow funds, repay the same in whole or in part and re-borrow hereunder at such any time would exceed and from time to time during the Commitment Period. If Agent so elects, by giving notice to Borrower and the Banks, Borrower agrees that Agent shall have the right, in its sole discretion, to require that any Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitmentsbe refinanced as a Revolving Loan. Each U.S. Swing Such Revolving Loan shall be a Base Rate Loan unless and must until converted by Borrower to a Eurodollar Loan pursuant to Section 2.01A and Section 2.02 hereof. Upon receipt of such notice by Borrower, Borrower shall be repaid deemed, on such day, to have requested a Revolving Loan in the principal amount of the Swing Loan in accordance with Section 2.01A and Section 2.02 hereof. Each Bank agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Each Bank acknowledges and agrees that such Bank’s obligation to make a Revolving Loan pursuant to Section 2.01A when required by this Section 2.01B is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the account of Agent, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Revolving Commitment shall have been reduced or terminated. Borrower irrevocably authorizes and instructs Agent to apply the proceeds of any borrowing pursuant to this paragraph to repay in full within seven days after its making such Swing Loan. If, for any reason, Agent is unable to or, if soonerin the opinion of Agent, it is impracticable to, convert any Swing Loan to a Revolving Loan pursuant to the preceding paragraph, then on any day that a Swing Loan is outstanding (whether before or after the maturity thereof), Agent shall have the right to request that each Bank purchase a participation in such Swing Loan, and Agent shall promptly notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, Agent hereby agrees to grant to each Bank, and each Bank hereby agrees to acquire from Agent, an undivided participation interest in such Swing Loan in an amount equal to such Bank’s Commitment Percentage of the aggregate principal amount of such Swing Loan. In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon any Dollar Borrowing hereunder. Each receipt of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loan. Each notice as provided above, to pay to Agent, for its sole account, such Bank’s ratable share of such Swing Loan shall (determined in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (aaccordance with such Bank’s Commitment Percentage). Each Borrowing Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this Section 2.01B is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be in an aggregate amount of made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not less than the applicable Minimum Currency Threshold.such Bank’s Revolving Commitment shall have been reduced or terminated. Each Bank shall comply with its obligation under this

Swing Loans. (a) On the terms and subject to the conditions contained in this Agreement, each Swing Loan Lender severally agrees to make loans (i) in Dollars to the U.S. Borrower (each a "U.S. Swing Loan"), (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such the U.S. Borrower under the Multi-Currency Dollar Revolving Facility from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by such Swing Loan Lender hereunder in its capacity as a any other Swing Loan Lender) not to exceed such Swing Loan Lender's Swing Loan Allocation of the Swing Loan Sublimit; provided, however, that at no time shall any Swing Loan Lender make a Swing Loan to the extent that, after giving effect to such Swing Loan, the Dollar Equivalent of the principal amount of the Swing Loans outstanding at such time would exceed the Swing Loan Sublimit or the aggregate Multi-Currency Dollar Revolving Outstandings would exceed the then effective aggregate Multi-Currency Dollar Revolving Commitments. Each U.S. Swing Loan shall be a Base Rate Loan (except that, in the sole discretion of any Swing Loan Lender, a Swing Loan made by such Swing Loan Lender may bear interest at a rate equal to the rate that would be applicable to a Dollar Revolving Loan that is a Eurocurrency Rate Loan with an Interest Period of one week; provided that from and after the time of any funding by Revolving Lenders of their risk participations in such Swing Loan as provided below, such Swing Loan shall automatically become a Base Rate Loan) and must be repaid in full within seven days after its making or, if sooner, upon any Dollar Revolving Borrowing hereunder. Each of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loan. Each Swing Loan shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount of not less than the applicable Minimum Currency Threshold$1,000,000.

Swing Loans. (a) On the terms and subject to the conditions contained in this Agreement, each Swing Loan Swingline Lender severally agrees to make loans (i) in Dollars to the U.S. Borrower (each a "U.S. “Swing Loan"), (ii”) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility Borrowers from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Maturity Date in an aggregate principal amount not to exceed at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by such Swing Loan Lender hereunder in its capacity as a Swing Loan Lender) not to exceed such Swing Loan Lender's Swing Loan Allocation of the Swing Loan SublimitCommitment; provided, however, that at no time shall any Swing Loan Lender Swingline Lender, in its sole discretion, may elect not to make a Swing Loan to at any time that the extent that, after giving effect to Available Credit is negative or would become negative upon the making of such Swing Loan, the Dollar Equivalent of the principal amount of the Swing Loans outstanding at such time would exceed the Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitments. Each U.S. Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Dollar Borrowing hereunder. Each of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loan. Each Swing Loan shall be made and prepaid upon such notice as the Swingline Lender and Borrowers’ Agent shall agree; provided that in any event mature no the absence of a written agreement to the contrary, Swingline Lender must receive each request for a Swing Loan not later than 2:00 PM (Portland time) on the Revolving Business Day of borrowing and any prepayment made after 2:00 PM (Portland time) shall be credited on the next Business Day. Further, Swingline Lender may make Swing Loans without notice from Borrowers’ Agent or any Borrower (A) automatically pursuant to cash management arrangements, if any, made from time to time by Borrowers with Administrative Lender and/or (B) to allow Administrative Lender to pay each Lender its share of fees, interest and other amounts due hereunder to the extent such fees, interest and other amounts are then due and payable. All Swing Loans shall be evidenced by a Note payable to the order of the Swingline Lender, and on the Closing Date the promissory note issued under the Existing Credit Termination Agreement evidencing swing loans shall be exchanged for a Note. Subject to all the limitations, terms and conditions contained herein, Borrowers may from time to time borrow, partially or wholly repay outstanding Swing Loans and reborrow Swing Loans. Borrower shall repay the outstanding principal balance of the Swing Loans, together with all accrued and unpaid interest and related fees on the Maturity Date. Within All interest due on the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount payable to the Swingline Lender. After receipt of not less than payment of principal or interest on the applicable Minimum Currency ThresholdSwing Loans, Administrative Lender will promptly distribute the same to the Swingline Lender at its Applicable Lending Office.

Swing Loans. On Subject to the terms and subject to the conditions contained in of this Agreement, each during the Commitment Period Agent shall make a Swing Loan Lender severally agrees or Swing Loans to make loans (i) Nordson in Dollars to the U.S. Borrower (each a "U.S. Swing Loan"), (ii) in Sterling such amount or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility amounts as Nordson may from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by such Swing Loan Lender hereunder in its capacity as a Swing Loan Lender) not to exceed such Swing Loan Lender's Swing Loan Allocation of the Swing Loan Sublimitrequest; provided, provided however, that at no time Nordson shall not request any Swing Loan Lender make a Swing Loan to the extent thathereunder if, after giving effect thereto, (a) the Revolving Exposure would exceed the Total Commitment Amount, or (b) the Swing Line Exposure would exceed the Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing Loan Maturity Date applicable thereto. Nordson shall not request that more than three (3) Swing Loans be outstanding at any time. Each Swing Loan shall be made in Dollars. Nordson shall pay interest, for the sole benefit of Agent (and any Bank that has purchased a participation in such Swing Loan), on the unpaid principal amount of each Swing Loan outstanding from time to time from the date thereof until paid at the Derived Swing Loan Rate applicable to such Swing Loan. Interest on each Swing Loan shall be payable on the Swing Loan Maturity Date applicable thereto. Each Swing Loan shall bear interest for a minimum of one (1) day. The obligation of Nordson to repay the Swing Loans and to pay interest thereon shall be evidenced by a Swing Line Note of Nordson substantially in the form of Exhibit B hereto, dated the Dollar Equivalent Closing Date, and payable to the order of Agent in the principal amount of the Swing Line Commitment, or, if less, the aggregate unpaid principal amount of Swing Loans outstanding made hereunder by Agent. Subject to the provisions of this Agreement, Nordson shall be entitled under this Section 2.01B to borrow funds, repay the same in whole or in part and re-borrow hereunder at such any time would exceed and from time to time during the Commitment Period. If Agent so elects, by giving notice to Nordson and the Banks, Nordson agrees that Agent shall have the right, in its reasonable discretion, to require that any Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitmentsbe refinanced as a Revolving Loan. Each U.S. Swing Such Revolving Loan shall be a Base Rate Loan unless and must until converted by a Borrower to a EurodollarFixed Rate Loan denominated in Dollars pursuant to Section 2.01A and Section 2.02 hereof. Upon receipt of such notice by Nordson, Nordson shall be repaid deemed, on such day, to have requested a Revolving Loan in the principal amount of the Swing Loan in accordance with Section 2.01A and Section 2.02 hereof. Each Bank agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Each Bank acknowledges and agrees that such Bank’s obligation to make a Revolving Loan pursuant to Section 2.01A when required by this Section 2.01B is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the account of Agent, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Revolving Commitment shall have been reduced or terminated. Nordson irrevocably authorizes and instructs Agent to apply the proceeds of any borrowing pursuant to this paragraph to repay in full within seven days after its making such Swing Loan. If, for any reason, Agent is unable to or, if soonerin the opinion of Agent, it is impracticable to, convert any Swing Loan to a Revolving Loan pursuant to the preceding paragraph, then on any day that a Swing Loan is outstanding (whether before or after the maturity thereof), Agent shall have the right to request that each Bank purchase a participation in such Swing Loan, and Agent shall promptly notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, Agent xxxxxx agrees to grant to each Bank, and each Bank hereby agrees to acquire from Agent, an undivided participation interest in such Swing Loan in an amount equal to such Bank’s Commitment Percentage of the aggregate principal amount of such Swing Loan. In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon any Dollar Borrowing hereunder. Each receipt of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loan. Each notice as provided above, to pay to Agent, for its sole account, such Bank’s ratable share of such Swing Loan shall (determined in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (aaccordance with such Bank’s Commitment Percentage). Each Borrowing Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this Section 2.01B is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Revolving Commitment shall have been reduced or terminated. Each Bank shall comply with its obligation under this Section 2.01B by wire transfer of immediately available funds, in an aggregate amount of not less than the applicable Minimum Currency Thresholdsame manner as provided in Section 2.02 hereof with respect to Revolving Loans to be made by such Bank.

Swing Loans. On the terms and subject In addition to the conditions contained in this Agreementforegoing, each Swing Loan Lender severally agrees to make loans (i) in Dollars to the U.S. Borrower (each a "U.S. Swing Loan"), (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility Wachovia shall from time to time on any Business Day during after the period from Funding Date but before the date hereof until Maturity Date, upon the Revolving Credit Termination Date request of the Borrower, if the applicable conditions precedent in Article V have been satisfied, make Swing Loans to the Borrower in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by not exceeding $20,000,000; provided that, immediately after such Swing Loan Lender hereunder is made, the conditions set forth in its capacity as a Swing Loan LenderSection 2.1(b) not to exceed such Swing Loan Lender's Swing Loan Allocation shall have been satisfied. Except for calculation of the Commitment Fee as set forth in the definition thereof, Swing Loan SublimitLoans shall not be considered a utilization of the Revolving Credit Commitment of Wachovia or any other Lender hereunder. All Swing Loans shall be made as Base Rate Loans or as LIBOR Index Loans; provided, however, that (A) the entire principal balance of the Swing Loans shall at no time shall all times bear interest as either a LIBOR Index Loan or a Base Rate Loan; (B) while any Swing Loan Lender make a is outstanding all subsequent Swing Loans must bear interest at the same rate as the Swing Loans then outstanding; (C) the Borrower may not convert any outstanding Swing Loans from Base Rate Loans to LIBOR Index Loans, or vice versa; (D) no Swing Loan shall constitute a LIBOR Index Loan for more than ten (10) succeeding Business Days; and (E) if any Swing Loan remains outstanding for more than ten (10) Business Days as a LIBOR Index Loan, then the entire principal balance of the Swing Loans shall, automatically and without notice to Borrower or any other Person, convert to a Base Rate Loan and, thereafter, bear interest as a Base Rate Loan. At any time, upon the extent thatrequest of Wachovia, each Lender other than Wachovia shall, on the third (3rd) Business Day after giving effect such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Revolving Credit Commitment) of such Swing Loans. On such third (3rd) Business Day, each Lender will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Lender its participating interest in a Swing Loan, the Dollar Equivalent Agent receives any payment on account thereof, the Agent will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Agent is required to be returned, such Lender will return to the Agent any portion thereof previously distributed by the Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the principal amount Revolving Credit Commitments; (iii) the occurrence or existence of any Material Adverse Change or Material Adverse Effect or the existence or occurrence of any adverse change in the condition (financial or otherwise) of any other Person; (iv) any breach of any Credit Document by any Credit Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Purchase of any participating interest in the Swing Loans outstanding at such time would exceed the Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitments. Each U.S. Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon not relieve Borrower of any Dollar Borrowing hereunder. Each of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loan. Each Swing Loan shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth default in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount of not less than the applicable Minimum Currency Thresholdpayment thereof.

Swing Loans. On Subject to the terms and subject to the conditions contained in of this Agreement, each during the Commitment Period Agent shall make a Swing Loan Lender severally agrees or Swing Loans to make loans (i) Nordson in Dollars to the U.S. Borrower (each a "U.S. Swing Loan"), (ii) in Sterling such amount or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility amounts as Nordson may from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by such Swing Loan Lender hereunder in its capacity as a Swing Loan Lender) not to exceed such Swing Loan Lender's Swing Loan Allocation of the Swing Loan Sublimitrequest; provided, provided however, that at no time Nordson shall not request any Swing Loan Lender make a Swing Loan to the extent thathereunder if, after giving effect thereto, (a) the Revolving Exposure would exceed the Total Commitment Amount, or (b) the Swing Line Exposure would exceed the Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing Loan Maturity Date applicable thereto. Nordson shall not request that more than two (2) Swing Loans be outstanding at any time. Each Swing Loan shall be made in Dollars. Nordson shall pay interest, for the sole benefit of Agent (and any Bank that has purchased a participation in such Swing Loan), on the unpaid principal amount of each Swing Loan outstanding from time to time from the date thereof until paid at the Derived Swing Loan Rate applicable to such Swing Loan. Interest on each Swing Loan shall be payable on the Swing Loan Maturity Date applicable thereto. Each Swing Loan shall bear interest for a minimum of one (1) day. The obligation of Nordson to repay the Swing Loans and to pay interest thereon shall be evidenced by a Swing Line Note of Nordson substantially in the form of Exhibit B hereto, dated the Dollar Equivalent Closing Date, and payable to the order of Agent in the principal amount of the Swing Line Commitment, or, if less, the aggregate unpaid principal amount of Swing Loans outstanding made hereunder by Agent. Subject to the provisions of this Agreement, Nordson shall be entitled under this Section 2.01B to borrow funds, repay the same in whole or in part and re-borrow hereunder at such any time would exceed and from time to time during the Commitment Period. If Agent so elects, by giving notice to Nordson and the Banks, Nordson agrees that Agent shall have the right, in its sole discretion, to require that any Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitmentsbe refinanced as a Revolving Loan. Each U.S. Swing Such Revolving Loan shall be a Base Rate Loan unless and must until converted by a Borrower to a Eurodollar Loan pursuant to Section 2.01A and Section 2.02 hereof. Upon receipt of such notice by Nordson, Nordson shall be repaid deemed, on such day, to have requested a Revolving Loan in the principal amount of the Swing Loan in accordance with Section 2.01A and Section 2.02 hereof. Each Bank agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Each Bank acknowledges and agrees that such Bank’s obligation to make a Revolving Loan pursuant to Section 2.01A when required by this Section 2.01B is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the account of Agent, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Revolving Commitment shall have been reduced or terminated. Nordson irrevocably authorizes and instructs Agent to apply the proceeds of any borrowing pursuant to this paragraph to repay in full within seven days after its making such Swing Loan. If, for any reason, Agent is unable to or, if soonerin the opinion of Agent, it is impracticable to, convert any Swing Loan to a Revolving Loan pursuant to the preceding paragraph, then on any day that a Swing Loan is outstanding (whether before or after the maturity thereof), Agent shall have the right to request that each Bank purchase a participation in such Swing Loan, and Agent shall promptly notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, Agent hereby agrees to grant to each Bank, and each Bank hereby agrees to acquire from Agent, an undivided participation interest in such Swing Loan in an amount equal to such Bank’s Commitment Percentage of the aggregate principal amount of such Swing Loan. In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon any Dollar Borrowing hereunder. Each receipt of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loan. Each notice as provided above, to pay to Agent, for its sole account, such Bank’s ratable share of such Swing Loan shall (determined in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (aaccordance with such Bank’s Commitment Percentage). Each Borrowing Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this Section 2.01B is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Revolving Commitment shall have been reduced or terminated. Each Bank shall comply with its obligation under this Section 2.01B by wire transfer of immediately available funds, in an aggregate amount of not less than the applicable Minimum Currency Thresholdsame manner as provided in Section 2.02 hereof with respect to Revolving Loans to be made by such Bank.

Swing Loans. On Subject to all of the terms and subject to the conditions contained in of this AgreementAgreement (including, each Swing Loan Lender severally agrees to make loans (i) in Dollars to the U.S. Borrower (each a "U.S. Swing Loan"without limitation, Section 5.1 and 5.2 hereof), (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility from time to time on any Business Day or after the Effective Date and during the period from the date hereof until the Revolving Credit Termination Date Swing Loan Availability Period, Swing Lender shall make loans under this Section 2.1(b) to Borrower in an aggregate principal amount at any one time outstanding (together with up to but not exceeding $50,000,000. Swing Loans shall constitute “Loans” for all purposes hereunder, except that such Swing Loans shall not be considered a utilization of the Commitment of Swing Lender or any other Revolving Loan Lender for purposes of calculating commitment fees hereunder. Notwithstanding the foregoing sentence, the aggregate outstanding principal amount of all Loans (including, without limitation, all Swing Loans) plus all Letter of Credit Liabilities shall not at any other time exceed the then-current aggregate amount of the Commitments. Subject to the conditions in this Agreement, any Swing Loan made by repaid prior to the Revolving Loan Termination Date may be reborrowed pursuant to the terms of this Agreement; provided, that any and all such Swing Loan Lender hereunder Loans shall be due and payable in its capacity as a Swing Loan Lender) not to exceed such Swing Loan Lender's Swing Loan Allocation full at the end of the Swing Loan SublimitAvailability Period. At any time, upon the request of the Swing Lender, each Revolving Loan Lender (other than the Swing Lender) shall, on the first Business Day after such request is made, purchase a participating interest in any one or more Swing Loans made in accordance with the first sentence of this Section 2.1(b) in an amount equal to its Revolving Loan Commitment Percentage of such Swing Loans. Each Revolving Loan Lender will immediately transfer to the Swing Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swing Lender has received from any Revolving Loan Lender such Revolving Loan Lender’s participation in a Swing Loan, the Swing Lender receives payment on account thereof, the Swing Lender will distribute to such Revolving Loan Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Loan Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Lender is required to be returned, such Revolving Loan Lender will return to the Swing Lender any portion thereof previously distributed by the Swing Lender to it. Each Revolving Loan Lender’s obligation to purchase such participation interest shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense of other right which such Revolving Loan Lender or any other Person may have against Swing Lender or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of any Commitment; (iii) any adverse change in the condition (financial or otherwise) of Borrower or any Subsidiary of Borrower or any other Revolving Loan Lender; (iv) any breach of this Agreement or any other Loan Document by Borrower or any other Revolving Loan Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Swing Lender at no any time shall any in its sole and absolute discretion may request, on behalf of Borrower (which hereby irrevocably authorizes Swing Loan Lender to so request on its behalf), that each Lender make a Swing Revolving Loan to the extent that, after giving effect to such Swing Loan, the Dollar Equivalent of the principal amount of the Swing Loans outstanding at such time would exceed the Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitments. Each U.S. Swing Loan (which shall be a Base Rate Loan) in an amount equal to such Lender’s Revolving Loan Commitment Percentage of the amount of Swing Loans then outstanding (without regard to the minimum and must be repaid multiples specified therein for the principal amount of such Loans, but subject to the unutilized portion of the Commitments and the conditions set forth in full within seven days after its making or, if sooner, upon any Dollar Borrowing hereunderSection 5.2). Each Lender shall make an amount equal to its Revolving Loan Commitment Percentage of the U.K. amount of such Swing Loans and available to Agent in immediately available funds for the Swiss account of Swing Loans Lender at the Agent’s Principal Office not later than 1:00 p.m. on the day specified by Agent, whereupon, each Lender that so makes funds available shall be deemed to have made a Eurocurrency Rate LoanRevolving Loan to Borrower in such amount. Agent shall remit the funds so received to Swing Lender. Each Swing Loan shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount of not less than the applicable Minimum Currency Thresholdequal to $100,000 or an integral multiple thereof.

Swing Loans. On Subject to all of the terms and subject to the conditions contained in of this AgreementAgreement (including, each Swing Loan Lender severally agrees to make loans (i) in Dollars to the U.S. Borrower (each a "U.S. Swing Loan"without limitation, Section 5.1 and 5.2 hereof), (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility from time to time on any Business Day or after the Effective Date and during the period from the date hereof until the Revolving Credit Termination Date Swing Loan Availability Period, Wxxxx Fargo shall make loans under this Section 2.1(b) to Borrower in an aggregate principal amount at any one time outstanding (together with up to but not exceeding $20,000,000. Swing Loans shall constitute “Loans” for all purposes hereunder, except that such Swing Loans shall not be considered a utilization of the Commitment of Wxxxx Fargo or any other Revolving Loan Lender for purposes of calculating commitment fees hereunder. Notwithstanding the foregoing sentence, the aggregate outstanding principal amount of all Loans (including, without limitation, all Swing Loans) plus all Letter of Credit Liabilities shall not at any other time exceed the then-current aggregate amount of the Commitments. Subject to the conditions in this Agreement, any Swing Loan made by repaid prior to the Revolving Loan Termination Date may be reborrowed pursuant to the terms of this Agreement; provided, that any and all such Swing Loan Lender hereunder Loans shall be due and payable in its capacity as a Swing Loan Lender) not to exceed such Swing Loan Lender's Swing Loan Allocation full at the end of the Swing Loan SublimitAvailability Period. At any time, upon the request of Wxxxx Fargo, each Revolving Loan Lender (other than Wxxxx Fargo) shall, on the first Business Day after such request is made, purchase a participating interest in any one or more Swing Loans made in accordance with the first sentence of this Section 2.1(b) in an amount equal to its Revolving Loan Commitment Percentage of such Swing Loans. Each Revolving Loan Lender will immediately transfer to Wxxxx Fargo, in immediately available funds, the amount of its participation. Whenever, at any time after Wxxxx Fargo has received from any Revolving Loan Lender such Revolving Loan Lender’s participation in a Swing Loan, Wxxxx Fargo receives payment on account thereof, Wxxxx Fargo will distribute to such Revolving Loan Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Loan Lender’s participating interest was outstanding and funded); provided, however, that at no time in the event that such payment received by Wxxxx Fargo is required to be returned, such Revolving Loan Lender will return to Wxxxx Fargo any portion thereof previously distributed by Wxxxx Fargo to it. Each Revolving Loan Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense of other right which such Revolving Loan Lender or any other Person may have against Wxxxx Fargo or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of any Commitment; (iii) any adverse change in the condition (financial or otherwise) of any Obligor or any other Revolving Loan Lender; (iv) any breach of this Agreement or any other Loan Document by any Obligor or any other Revolving Loan Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Loan, once so participated, shall cease to be a Swing Loan for the purposes of this Agreement, but shall be a Revolving Loan. Borrower, Agent and the Revolving Loan Lenders agree pursuant to Chapter 346, that Chapter 346 shall not apply to the Swing Note or any Swing Loan Lender make a Swing Loan to the extent that, after giving effect to such Swing Loan, the Dollar Equivalent of the principal amount of and that neither the Swing Loans outstanding at such time would exceed the Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitments. Each U.S. Note nor any Swing Loan shall be a Base Rate Loan and must be repaid governed by Chapter 346 or subject to its provisions in full within seven days after its making or, if sooner, upon any Dollar Borrowing hereunder. Each of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loanmanner whatsoever. Each Swing Loan shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount of not less than the applicable Minimum Currency Thresholdequal to $100,000 or a multiple thereof.

Swing Loans. On the terms and subject In addition to the conditions contained in this Agreementforegoing, each Swing Loan Lender severally agrees to make loans (i) in Dollars to the U.S. Borrower (each a "U.S. Swing Loan"), (ii) in Sterling or Euros to the U.K. Borrower (each a "U.K. Swing Loan") and (iii) in Francs or Euros to the Swiss Borrower (each a "Swiss Swing Loan") otherwise available to such Borrower under the Multi-Currency Facility Wachovia shall from time to time on any Business Day during time, upon the period from request of the date hereof until Borrower, if the Revolving Credit Termination Date applicable conditions precedent in Article III have been satisfied, make Swing Loans to the Borrower in an aggregate principal amount at any time outstanding not exceeding $15,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in clauses (together with the i) and (ii) of Section 2.01(a) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate outstanding principal amount of $1,000,000 or any larger multiple of $500,000. Within the foregoing limits, the Borrower may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization of the Commitment of Wachovia or any other Lender hereunder. All Swing Loan Loans shall be made by as Base Rate Loans. At any time, upon the request of Wachovia, each Lender (other than Wachovia which shall retain its ratable share) shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Loan Loans. On such third Domestic Business Day, each Lender hereunder will immediately transfer to Wachovia, in immediately available funds, the amount of its capacity as participation. Whenever, at any time after Wachovia has received from any such Lender its participating interest in a Swing Loan Lender) not Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to exceed such Swing Loan 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 Swing Loan Allocation of the Swing Loan Sublimitparticipating interest was outstanding and funded); provided, however, that at no time shall any Swing Loan in the event that such payment received by the Administrative Agent is required to be returned, such Lender make a Swing Loan will return to the extent thatAdministrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, after giving effect to including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Swing LoanLender or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of the Borrower, the Dollar Equivalent Parent or any other Person; (iv) any breach of this Agreement by the Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the principal amount of the Swing Loans outstanding at such time would exceed the Swing Loan Sublimit or the aggregate Multi-Currency Outstandings would exceed the then effective aggregate Multi-Currency Commitments. Each U.S. Swing Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Dollar Borrowing hereunder. Each of the U.K. Swing Loans and the Swiss Swing Loans shall be a Eurocurrency Rate Loan. Each Swing Loan shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Each Borrowing shall be in an aggregate amount of not less than the applicable Minimum Currency Thresholdforegoing.