Common use of Swing Line Commitment Clause in Contracts

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swing Line Lender agreesLender, so long as in reliance upon the Administrative Agent has not received notice that an Event agreements of Default has occurred and is continuingthe other Lenders set forth in this Section 2.1(c), agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, Loans to the “Swing Line Loans”) to Borrower at any time and Borrowers from time to time on any Business Day during the Revolving Credit Commitment Period Availability Period, in Dollars in an aggregate principal amount at any one time outstanding that will not to exceed $5,000,000; provided that no result in (and upon each such Borrowing of Swing Line Loan may Loans, the Borrower Agent shall be made if deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Loans to be made would exceed Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Available Revolving Credit Commitments at of such timeClass; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance, in whole or in part, an outstanding Swing Line Loan. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, Within the foregoing limits and subject to the limitation stated terms and conditions set forth herein, without prior notice andthe Borrowers may borrow, through but excluding the Revolving Credit Termination Date, reborrowed. All repay and reborrow Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, . Immediately upon the making of any Revolving Credit Loan a Swing Line Loan, each Lender shall be deemed to, and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender irrevocable notice (which notice must be received by the a risk participation in such Swing Line Lender prior Loan in an amount equal to 1:00 p.m.) on the requested Borrowing Date specifying product of such Lender’s Pro Rata Percentage times the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan will be made available by attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Loan).

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 3:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject During the Swing Line Commitment Period, subject to the terms and conditions hereof, the each Swing Line Lender severally agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuingfrom time to time, to make swing line loans (individuallySwing Line Loans in Dollars to the US Borrower in the aggregate amount up to but not exceeding its Swing Line Commitment; provided that, a “after giving effect to the making of any Swing Line Loan”; collectively, in no event shall (i) the “Swing Line Loans”Total Revolving Exposure at such time exceed the Total Revolving Commitments then in effect, (ii) to Borrower any Revolving Lender’s Revolving Exposure at any such time and from time to time during the exceed such Revolving Credit Lender’s Revolving Commitment Period then in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no Swing Line Loan may be made if effect, (iii) the aggregate principal amount of outstanding Swing Line Loans made by any Swing Line Lender at such time exceed such Swing Line Lender’s Swing Line Commitment then in effect or (iv) any Swing Line Lender’s Revolving Exposure at such time exceed such Swing Line Lender’s Revolving Commitment then in effect. Each Swing Line Loan shall be made as part of a Borrowing consisting of Swing Line Loans made by the Swing Line Lenders ratably in accordance with their respective Swing Line Commitments. The failure of any Swing Line Lender to make any Swing Line Loan required to be made by it shall not relieve any other Swing Line Lender of its obligations hereunder; provided that the Swing Line Commitments of the Swing Line Lenders are several and no Swing Line Lender shall be responsible for any other Swing Line Lender’s failure to make Swing Line Loans as required. Each Swing Line Lender’s Swing Line Commitment shall expire at the end of the Swing Line Commitment Period and all other amounts owed hereunder with respect to the Swing Line Loans to shall be made would exceed paid in full no later than such date. Within the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, foregoing limits and subject to the limitation stated terms and conditions set forth herein, without prior notice andduring the Swing Line Commitment Period, through but excluding the Revolving Credit Termination DateUS Borrower may borrow, reborrowed. All prepay and reborrow Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled pursuant to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3this Section 2.06.

Swing Line Commitment. (a) Subject to the terms and conditions hereofof this Agreement, each Swing Line Lender agrees to make loans to the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans Borrowers on a revolving basis (individuallyeach such loan, a “"Swing Line Loan”; collectively, the “Swing Line Loans”") to Borrower at any time and from time to time on any Business Day during the Revolving Credit Commitment Period period from the Original Closing Date to the Termination Date in an aggregate principal amount at any one time outstanding for the Swing Line Borrowers collectively not to exceed the Dollar Equivalent amount of U.S. $5,000,00050.0 million; provided provided, however, that no (i) the aggregate amount (or CHF Equivalent with respect to M-T GmbH) of the sum of Swing Line Loan may be Loans made if and outstanding at any one time to any Subsidiary Swing Line Borrower, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations of such Subsidiary Swing Line Borrower shall not exceed the Subsidiary Swing Line Borrower Sublimit for such Subsidiary Swing Line Borrower (or with respect to the UK Swing Line Borrowers, the collective sublimit of the UK Swing Line Borrowers) and the aggregate Dollar Equivalent amount of Swing Line Loans made to US Borrower shall not exceed the US Borrower Sublimit, (ii) the sum of the Dollar Equivalent amount of the aggregate principal amount of all outstanding Swing Line Loans, plus the aggregate principal Dollar Equivalent amount of all other outstanding Revolving Facility Loans, plus (without duplication) the Effective Amount of all L/C Obligations (including Subsidiary L/C Obligations) shall not at any time exceed the Revolving Facility Commitments of all Revolving Facility Lenders (which calculation shall not give effect to the Assumed Swing Line Loan Amount) and (iii) Scotiabank need only make Swing Line Loans in U.S. Dollars to US Borrower and in Pounds Sterling to the UK Swing Line Borrowers; Credit Suisse First Boston need only make Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at M-T GmbH in such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject currencies as it shall agree with such Subsidiary Swing Line Borrower; Commerzbank AG need only make Swing Line Loans in Deutschemarks to the limitation stated herein, without prior notice and, through but excluding German Subsidiary; and each other Swing Line Lender need only make Swing Line Loans to the Revolving Credit Termination Date, reborrowedSubsidiary Swing Line Borrower as it shall agree with and in the Applicable Currency as it and the applicable Subsidiary Swing Line Borrower shall agree. All Swing Line Loans (1) made in U.S. Dollars shall be made and maintained as Alternate Base Rate ABR Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, each of the Swing Line Lender agreesLenders agrees that, so long as during the Administrative Agent has not received notice that an Event U.S. Revolving Credit Commitment Period, it will make available to the U.S. Borrower in the form of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") a portion of the credit otherwise ---------------- available to the U.S. Borrower at any time and from time to time during under the U.S. Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Commitments; provided that no Swing Line Loan may be made if (i) the aggregate principal amount of Swing Line Loans outstanding -------- at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to when aggregated with the limitation stated herein, without prior notice and, through but excluding the Swing Line Lender's other outstanding U.S. Revolving Credit Termination DateLoans hereunder, reborrowed. All may exceed the Swing Line Commitment then in effect or such Swing Line Lender's U.S. Revolving Credit Commitment then in effect), (ii) all requests for Swing Line Loans (1) by the U.S. Borrower shall be made to Comerica Bank as Alternate Base Rate Loans, Swing Line Lender until the aggregate principal amount of Swing Line Loans made by Comerica Bank and outstanding at any time shall equal $7,000,000 (2or such higher amount (not to exceed $10,000,000) as Comerica Bank and the Borrower may agree with prior written notice to the General Administrative Agent) and (iii) the U.S. Borrower shall not be entitled to be converted into Eurodollar Loans request, and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the shall not make, any Swing Line Lender prior Loan unless, after giving effect to 1:00 p.m.) on the requested Borrowing Date specifying the amount making of each requested such Swing Line Loan, which shall (A) the Available U.S. Revolving Credit Commitment of each U.S. Credit Lender would be in an aggregate minimum amount equal to greater than zero, and (B) the Aggregate U.S. Revolving Extensions of $250,000 or a whole multiple Credit would not exceed the Borrowing Base of $50,000 in excess thereofthe U.S. Borrower. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to During the Administrative Agent for the account of Borrower in same day fundsU.S. Revolving Credit Commitment Period, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by U.S. Borrower may use the Swing Line Lender to Borrower Commitment by borrowing, repaying and reborrowing, all in immediately available funds to be delivered by wire transfer to accordance with the account(s) designated by Borrower in the applicable borrowing noticeterms and conditions hereof. The proceeds of Swing Line Loans may shall be used solely for the purposes referred to denominated in subsection 3.3U.S. Dollars and shall be U.S. Base Rate Loans only.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in Dollars to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; the lesser of the amount of such Swing Line Lender’s Swing Line Commitment and the amount of such Swing Line Lender’s Commitment, provided that no Swing Line Loan may be made if (i) the aggregate principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time, (ii) the aggregate principal amount of Revolving Credit Loans of such Lender outstanding at any time, when added to such Lender’s Swing Line Exposure (including, as applicable, in its capacity as Swing Line Lender) shall not exceed the aggregate amount of the Commitment of such Lender at such time and (iii) the aggregate principal amount of all Swing Line Loans outstanding at any one time shall not exceed $2,000,000,000. If the aggregate amount of all Swing Line Commitments is at any time less than $2,000,000,000 (such shortfall, the “Swing Line Commitment Shortfall”), the Company may designate one or more of the other existing Lenders as Swing Line Lenders (it being understood that the Swing Line Commitments of any such Lender may, at the option of such Lender, exceed its Commitment), having Swing Line Commitments in an aggregate amount not exceeding the Swing Line Commitment Shortfall; provided that no Lender may be so designated unless it agrees in its sole discretion to act in such capacity. The Swing Line Commitment of each Swing Line Lender (unless otherwise agreed by such Swing Line Lender) shall be reduced as follows: (x) upon any reduction of the Commitment of any Lender that is also a Swing Line Lender pursuant to Section 2.4, the Swing Line Commitment of such Swing Line Lender shall be reduced by the same proportion as such Commitment is so reduced and (y) upon any assignment by such Swing Line Lender of all or any portion of its Swing Line Commitment pursuant to subsection 9.6(c) and the assumption by the relevant assignee of the amount of such Swing Line Commitment so assigned, the Swing Line Commitment of such Swing Line Lender shall be reduced by the amount of its Swing Line Commitment so assigned. During the Commitment Period, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans to be made would exceed in whole or in part, and reborrowing, all in accordance with the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowedterms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) bear interest based upon the ABR and shall not be entitled to be converted into Eurodollar Loans and loans that bear interest at any other rate. The Company shall either (3x) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the relevant Swing Line Lender (with a copy to the Managing Administrative Agent) irrevocable notice substantially in the form of Exhibit L (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) 4:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The ), or (y) if there are eight or fewer Swing Line Lenders, give such notice to the Managing Administrative Agent (which notice must be received by the Managing Administrative Agent prior to 4:00 P.M., New York City time, on the requested Borrowing Date) and the Managing Administrative Agent will provide a copy of such notice to each Swing Line Lender shallprior to 5:00 P.M, before 6:00 p.m. New York City time, on such the requested Borrowing Date, make available to and, in the Administrative Agent for the account case of Borrower in same day fundsthis clause (y), the proceeds of such each Swing Line LoansLender shall be obligated to make a Swing Line Loan in an amount equal to its pro rata share, determined on the basis of the respective unused Swing Line Commitments of the Swing Line Lenders, of the requested amount set forth in such notice. The proceeds of each the Swing Line Loan will be made available by the each applicable Swing Line Lender to Borrower in immediately available funds to be delivered the Company at the office of each applicable Swing Line Lender by wire transfer to 5:00 P.M., New York City time, on the account(s) designated Borrowing Date by Borrower in crediting the applicable borrowing noticeaccount of the Company at such office with such proceeds. The proceeds of Company may, at any time and from time to time, prepay the Swing Line Loans may of any Swing Line Lender, in whole or in part, without premium or penalty, by notifying such Swing Line Lender prior to 4:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, --------------------- BankBoston, N.A. (in such capacity, the "Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Lender") agrees to make available to the Borrowers a portion of the credit otherwise available to the Borrowers hereunder from time to time prior to the Revolving Credit Termination Date by making swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to Borrower at any time the Borrowers, jointly and from time to time during the Revolving Credit Commitment Period severally, in an aggregate principal amount not to exceed at any one time outstanding not to exceed $5,000,000the Swing Line Commitment; provided that no Swing Line Loan may be made if (a) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject when aggregated with the Swing Line Lender's other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (b) the Borrowers shall not request, and the Swing Line Lender shall not be obligated to make, any Swing Line Loan if, after giving effect to the limitation making of such Swing Line Loan, the aggregate amount of the Loans, the Swing Line Loans and the stated herein, without prior notice and, through but excluding amount of all Letters of Credit exceed the lesser of the Borrowing Base in effect at such time and the Commitment Amount. Prior to the Revolving Credit Termination Date, reborrowedthe Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days only. The Borrowers may use the proceeds of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan Advances from time to time to repay any outstanding Swing Line Loans. The Borrowers, jointly and severally, shall in any event mature no later than repay all outstanding Swing Line Loans on the Revolving Credit Termination Date. Borrower On the Closing Date, the Borrowers shall give deliver to the Swing Line Lender irrevocable notice (which notice must be received by a Swing Line Note to evidence the Swing Line Lender prior Loans from time to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be time made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Borrowers hereunder.

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “--------------- "Swing Line Loans”") to Borrower at any time and the Company from time to time during the Revolving Credit ----------------- Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 10,000,000, provided that no Swing Line Loan may be made if the -------- aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower the Company under this subsection 3.4 2.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.32.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, Citizens (in such capacity, the “Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Lender”) agrees to make available to the Borrowers a portion of the credit otherwise available to the Borrowers hereunder from time to time prior to the Revolving Loan Maturity Date by making swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time the Borrowers, jointly and from time to time during the Revolving Credit Commitment Period severally, in an aggregate principal amount not to exceed at any one time outstanding not to exceed $5,000,000the Swing Line Commitment; provided that no Swing Line Loan may be made if (a) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to when aggregated with the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Lender’s other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (1b) shall be made as Alternate Base Rate Loans, (2) the Borrowers shall not be entitled to be converted into Eurodollar Loans request, and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must shall not be received by the obligated to make, any Swing Line Lender prior Loan if, after giving effect to 1:00 p.m.) on the requested Borrowing Date specifying the amount making of each requested such Swing Line Loan, which shall be in an the aggregate minimum amount of $250,000 or a whole multiple of $50,000 the Loans, L/C Obligations and the Swing Line Loans exceed the Revolving Loan Maximum Amount. Prior to the Revolving Loan Maturity Date, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in excess thereofaccordance with the terms and conditions hereof. Swing Line Loans shall bear interest solely by reference to the LIBOR Advantage Rate. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, Borrowers may use the proceeds of such Revolving Loans from time to time to repay any outstanding Swing Line Loans. The proceeds of each Borrowers, jointly and severally, shall repay all outstanding Swing Line Loans on the Revolving Loan will be Maturity Date. On the date of this Agreement, the Borrowers shall deliver to the Swing Line Lender a Swing Line Note to evidence the Swing Line Loans from time to time made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Borrowers hereunder.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Chase agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided 20,000,000, PROVIDED that at no Swing Line Loan time may be made if the sum of the aggregate outstanding principal amount of the Swing Line Loans to be made would and the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans may from time to time be (1i) shall be made as Alternate Base Rate ABR Loans, (2ii) Money Market Rate Loans or (iii) a combination thereof, and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender Chase irrevocable notice (which notice must be received by the Swing Line Lender Chase prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount amounts of $250,000 500,000 or a whole multiple thereof, in the case of $50,000 in excess thereof. The Swing Line Lender shallLoans which are ABR Loans, before 6:00 p.m. on such requested Borrowing Dateor $2,000,000 or a whole multiple thereof, make available in the case of Swing Line Loans which are Money Market Rate Loans. In the case of any Swing Line Loans that the Company desires to the Administrative Agent for the account of Borrower in same day fundsrequest as Money Market Rate Loans, the proceeds Company may, on any Borrowing Date for Swing Line Loans and prior 12:00 noon, New York City time, request a quote of the Money Market Rate which would be applicable for such Swing Line Loans from Chase, specifying the amount of the proposed Money Market Rate Loans. Upon receipt of such quote, the Company shall promptly (but not later than 12:00 noon, New York City time on such Borrowing Date) notify Chase whether it requests Chase to make Money Market Rate Loans at such Money Market Rate. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer Chase to the account(s) designated Company by Borrower in crediting the applicable borrowing noticeaccount of the Company at Chase with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.33.2.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, BankBoston, N.A. (in such capacity, the "Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Lender") agrees to make swing line loans (individuallya portion of the credit otherwise available to the Borrowers hereunder, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not prior to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All by making swing line loans ("Swing Line Loans") to the Borrowers, jointly and severally, in an aggregate principal amount not to exceed at any one time outstanding the Swing Line Commitment; PROVIDED that (a) the aggregate principal amount of Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) outstanding at any time shall not be entitled to be converted into Eurodollar exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender's other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (3b) must be repaid in full within seven days of the Borrowers shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Loan orSwing Line Loan, if sooner, upon the making aggregate amount of any the Available Revolving Credit Loan Amount would be less than $0. Prior to the Revolving Credit Termination Date, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall in be Base Rate Loans or Money Market Loans only. The Borrowers may use the proceeds of Revolving Credit Advances from time to time to repay any event mature no later than outstanding Swing Line Loans. The Borrowers, jointly and severally, shall repay all outstanding Swing Line Loans on the Revolving Credit Termination Date. Borrower On the Closing Date, the Borrowers shall give deliver to the Swing Line Lender irrevocable notice (which notice must be received by a Swing Line Note to evidence the Swing Line Lender prior Loans from time to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be time made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Borrowers hereunder.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00020,000,000; provided that no the Swing Line Lender shall not make any Swing Line Loan may be made if if, after giving effect thereto, the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made would exceed and the aggregate Available Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) ABR Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the Houston office of the Swing Line Lender set forth in immediately available funds to be delivered by wire transfer subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the account(s) designated Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, set forth in this Agreement and so long as the Administrative Agent has not received notice that an no Default or Event of Default has occurred and is continuingcontinuing (provided, however, that U.S. Bank shall have no liability to any other Lender for making a Swing Line Loan to the Company after the occurrence or during the continuance of any Default or Event of Default unless U.S. Bank has previously received notice in writing from the Company or any other Lender of, or has actual knowledge of, the occurrence of such Default or Event of Default), during the Revolving Credit Period, U.S. Bank agrees to make swing line such loans to the Company (individually, a “"Swing Line Loan”; " and collectively, the “"Swing Line Loans”") to Borrower at any time and as the Company may from time to time request pursuant to Section 2.04. Each Swing Line Loan requested by way of a Notice of Swing Line Borrowing shall be for an aggregate principal amount of at least $100,000.00 or any larger multiple of $25,000.00. The aggregate principal amount of Swing Line Loans which U.S. Bank shall be required or permitted to have outstanding under this Agreement as of any date shall not exceed the amount of the Swing Line Commitment; provided, however, that in no event shall the Total Revolving Credit Outstandings as of any date exceed the sum of (i) the lesser of (A) total Revolving Credit Commitments of all of the Lenders as of such date or (B) the Borrowing Base as of such date.Within the foregoing limits, the Company may borrow under this Section 2.01A, prepay under Section 2.11 and reborrow at any time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. Section 2.01A. All Swing Line Loans (1) not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by the Company to U.S. Bank with respect thereto, shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans due and (3) must be repaid in full within seven days payable on the last day of making of such Loan or, if sooner, the Revolving Credit Period. Immediately upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested a Swing Line Loan, which each Lender (other than U.S. Bank) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from U.S. Bank a risk participation in such Swing Line Loan in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. equal to such Lender's Pro Rata Share (based on such requested Borrowing Date, make available to Lender’s Pro Rata Share of the Administrative Agent for the account of Borrower in same day funds, the proceeds Revolving Credit Commitments) of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Loan.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received (and forwarded to the Swing Line Lender if different than the Administrative Agent) notice that an a Default or Event of Default has occurred and is continuingcontinuing (in each case until such notice has been rescinded or the Administrative Agent determines in good faith, and notifies the Swing Line Lender, that all Defaults and/or Events of Default have been cured or waived), to make swing line loans (individually, a “"Swing Line Loan”; ", collectively, the “"Swing Line Loans”") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 10,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.32.3(c).

Swing Line Commitment. (a) Subject to the terms and conditions hereof, BankBoston, N.A. (in such capacity, the "Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Lender") agrees to make swing line loans (individuallya portion of the credit otherwise available to the Borrowers hereunder, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not prior to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All by making swing line loans ("Swing Line Loans") to the Borrowers, jointly and severally, in an aggregate principal amount not to exceed at any one time outstanding the Swing Line Commitment; provided that (a) the aggregate principal amount of Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) outstanding at any time shall not be entitled to be converted into Eurodollar exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender's other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (3b) must be repaid in full within seven days of the Borrowers shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Loan orSwing Line Loan, if sooner, upon the making aggregate amount of any the Available Revolving Credit Loan Amount would be less than $0. Prior to the Revolving Credit Termination Date, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall in be Base Rate Loans or Money Market Loans only. The Borrowers may use the proceeds of Revolving Credit Advances from time to time to repay any event mature no later than outstanding Swing Line Loans. The Borrowers, jointly and severally, shall repay all outstanding Swing Line Loans on the Revolving Credit Termination Date. Borrower On the Closing Date, the Borrowers shall give deliver to the Swing Line Lender irrevocable notice (which notice must be received by a Swing Line Note to evidence the Swing Line Lender prior Loans from time to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be time made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Borrowers hereunder.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Administra- tive Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate ag- gregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate aggre- gate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding ex- cluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 5:00 p.m. (New York City time) on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds Loans by cred- iting the account of each Swing Line Loan will be made available by Borrower at the office of the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing noticewith such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) If not repaid by Borrower prior to such time, including without limitation, from the proceeds of a Revolving Credit Loan, the Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) re- quest each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon (New York City time) in funds immediately available on the Business Day next succeeding the date such no- txxx is given. The proceeds of such Revolving Credit Loans shall be imme- diately applied to repay the Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursu- ant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Re- volving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such Lender will immediately transfer to the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender has re- ceived from any Revolving Credit Lender such Lender's participating inter- est in a Refunded Swing Line Loan, the Swing Line Lender receives any pay- ment on account thereof, the Swing Line 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) in like funds as received; provided that, in the event that such payment re- ceived by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously dis- tributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Bor- rower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condi- tion (financial or otherwise) of Borrower; (iv) any breach of this Agree- ment by Borrower or any other Lender; or (v) any other circumstance, hap- pening or event whatsoever, whether or not similar to any of the foregoing. 3.5.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no the Swing Line Lender shall not make any Swing Line Loan may be made if if, after giving effect thereto, the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made would exceed and the aggregate Available Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) ABR Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the Houston office of the Swing Line Lender set forth in immediately available funds to be delivered by wire transfer subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the account(s) designated Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, Fleet (in such capacity, the "Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Lender") agrees to make available to the Borrowers a portion of the credit otherwise available to the Borrowers hereunder from time to time prior to the Revolving Credit Termination Date by making swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to Borrower at any time the Borrowers, jointly and from time to time during the Revolving Credit Commitment Period severally, in an aggregate principal amount not to exceed at any one time outstanding not to exceed $5,000,000the Swing Line Commitment; provided that no Swing Line Loan may be made if (a) the aggregate principal -------- amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject when aggregated with the Swing Line Lender's other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (b) the Borrowers shall not request, and the Swing Line Lender shall not be obligated to make, any Swing Line Loan if, after giving effect to the limitation making of such Swing Line Loan, the aggregate amount of the Loans, the Swing Line Loans and the stated herein, without prior notice and, through but excluding amount of all Letters of Credit exceed the lesser of the Borrowing Base in effect at such time and the Commitment Amount. Prior to the Revolving Credit Termination Date, reborrowedthe Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days only. The Borrowers may use the proceeds of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan Advances from time to time to repay any outstanding Swing Line Loans. The Borrowers, jointly and severally, shall in any event mature no later than repay all outstanding Swing Line Loans on the Revolving Credit Termination Date. Borrower On the Closing Date, the Borrowers shall give deliver to the Swing Line Lender irrevocable notice (which notice must be received by a Swing Line Note to evidence the Swing Line Lender prior Loans from time to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be time made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Borrowers hereunder.

Swing Line Commitment. (a) Subject to the terms and conditions --------------------------- hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Lenders agree to make swing line loans (individually, a “Swing Line Loan”; collectively, portion of the “Swing Line Loans”) credit otherwise available to Borrower at any time and the Borrowers under the Revolving Credit Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans in an aggregate principal amount at Dollars or any one time outstanding not Optional Currency ("Swing Line Loans") to exceed $5,000,000the Borrowers; provided ---------------- -------- that no Swing Line Loan may be made if (i) the aggregate principal amount of Swing Line Loans outstanding to the Company or the Borrowing Subsidiaries at any time shall not exceed the relevant Swing Line Commitment then in effect and the aggregate principal amount of Swing Line Loans outstanding made by First Union National Bank to the Company shall not exceed the Swing Line Loans Approval Limit and Swing Line Maximum then in effect for First Union National Bank (ii) none of the Borrowers shall request, and none of the Swing Line Lenders shall make, any Swing Line Loan in any Optional Currency if, after giving effect to be made the making of such Swing Line Loan, the aggregate amount of the Total Revolving Extensions of Credit denominated in such Optional Currency would exceed the Currency Maximum with respect to such Optional Currency, (iii) none of the Borrowers shall request, and none of the Swing Line Lenders shall make, any Swing Line Loan in Pesetas if, after giving effect to the making of such Swing Line Loan, the aggregate amount of Swing Line Loans denominated in Pesetas would exceed the Euro Equivalent of 14,600,000 and (iv) none of the Borrowing Subsidiaries shall request, and none of the Swing Line Lenders shall make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, (A) the aggregate amount of the Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may would be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loansless than zero, (2B) shall not be entitled the Total Revolving Extensions of Credit with respect to be converted into Eurodollar Loans and such Borrowing Subsidiary would exceed such Borrowing Subsidiary's Designated Maximum or (3C) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the aggregate amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans made by such Swing Line Lender shall exceed the Swing Line Maximum applicable to such Swing Line Lender. During the Revolving Credit Commitment Period, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans denominated in Dollars shall be used solely for the purposes referred to Base Rate Loans and Swing Line Loans denominated in subsection 3.3any Optional Currency shall be Foreign Alternate Rate Loans.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided 10,000,000, PROVIDED that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower the Borrowers at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower the Borrowers under this subsection 3.4 3.4(a) may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1i) shall be made as Alternate Base Rate Loans, (2ii) shall may not be entitled to be converted into Eurodollar Loans and (3iii) must be repaid in full within seven days ten Business Days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower The Borrowers shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower the Borrowers in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower the Borrowers in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower the Borrowers in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuingcontinuing (in each case until such notice has been rescinded or the Administrative Agent determines in good faith, and notifies the Swing Line Lender, that all Events of Default have been cured or waived), to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 15,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Total Revolving Credit Commitments at such time. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.3:00 P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 3,000,000.00, provided that no the Swing Line Lender shall not make any Swing Line Loan may be made if if, after giving effect thereto, the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made would exceed and the aggregate Available Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Prime Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender set forth in immediately available funds to be delivered by wire transfer subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the account(s) designated Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereofof this Agreement, each Swing Line Lender agrees to make loans to the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans Borrowers on a revolving basis (individuallyeach such loan, a “"Swing Line Loan”; collectively, the “Swing Line Loans”") to Borrower at any time and from time to time on any Business Day during the Revolving Credit Commitment Period period from the Closing Date to the Termination Date in an aggregate principal amount at any one time outstanding for the Swing Line Borrowers collectively not to exceed the Dollar Equivalent amount of U.S. $5,000,00040.0 million; provided provided, however, that no (i) the aggregate amount (or CHF Equivalent with respect to M-T GmbH) of the sum of Swing Line Loan may be Loans made if and outstanding at any one time to any Subsidiary Swing Line Borrower, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations of such Subsidiary Swing Line Borrower shall not exceed the Subsidiary Swing Line Borrower Sublimit for such Subsidiary Swing Line Borrower (or with respect to the UK Swing Line Borrowers, the collective sublimit of the UK Swing Line Borrowers) and the aggregate Dollar Equivalent amount of Swing Line Loans made to US Borrower shall not exceed the US Borrower Sublimit, (ii) the sum of the Dollar Equivalent amount of the aggregate principal amount of all outstanding Swing Line Loans, plus the aggregate principal Dollar Equivalent amount of all other outstanding Revolving Facility Loans, plus (without duplication) the Effective Amount of all L/C Obligations (including Subsidiary L/C Obligations) shall not at any time exceed the Revolving Facility Commitments of all Revolving Facility Lenders (which calculation shall not give effect to the Assumed Swing Line Loan Amount) and (iii) Scotiabank need only make Swing Line Loans in U.S. Dollars to US Borrower and in Pounds Sterling to the UK Swing Line Borrowers; Credit Suisse First Boston need only make Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at M-T GmbH in such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject currencies as it shall agree with such Subsidiary Swing Line Borrower; Commerzbank AG need only make Swing Line Loans in Deutschemarks to the limitation stated herein, without prior notice and, through but excluding German Subsidiary; and each other Swing Line Lender need only make Swing Line Loans to the Revolving Credit Termination Date, reborrowedSubsidiary Swing Line Borrower as it shall agree with and in the Applicable Currency as it and the applicable Subsidiary Swing Line Borrower shall agree. All Swing Line Loans (1) made in U.S. Dollars shall be made and maintained as Alternate Base Rate ABR Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Bank agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in Dollars in an aggregate principal amount (when added together with all other Swing Line Loans) at any one time outstanding not to exceed $5,000,000; 30,000,000, provided that at no Swing Line Loan time may be made if the aggregate principal amount Aggregate Extensions of the Swing Line Loans to be made would Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All The Swing Line Loans may from time to time be (1i) shall be made as Alternate Base Rate ABR Loans, (2ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Company and notified to the Administrative Agent and the applicable Swing Line Bank in accordance herewith, and shall not be entitled to be converted into Eurodollar Loans. The Company may, on any Borrowing Date for Swing Line Loans and (3) prior to the time that an irrevocable notice requesting such Swing Line Loans must be repaid in full within seven made pursuant to this subsection 2.10(a), request a quote of the Money Market Rate which would be applicable for such Swing Line Loans from a Swing Line Bank, specifying the amount of the proposed Money Market Rate Loans and the maturity date thereof (which shall be no less than one and no more than 30 days of making following such Borrowing Date). Upon receipt of such Loan orquote, if sooner, upon the making of any Revolving Credit Loan and Company shall in any event mature no promptly (but not later than the Revolving Credit Termination Datetime that an irrevocable notice requesting such Swing Line Loans must be made pursuant to this subsection 2.10(a)) notify the Administrative Agent and the applicable Swing Line Bank whether it requests such Swing Line Bank to make Money Market Rate Loans at such Money Market Rate. Borrower The Company shall give the Administrative Agent and the applicable Swing Line Lender Bank irrevocable notice (which notice must be received by the Administrative Agent and the applicable Swing Line Lender Bank prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of (i) in the case of Swing Line Loans which are ABR Loans, $250,000 500,000 or a whole multiple thereof and (ii) in the case of Swing Line Loans which are Money Market Rate Loans, $1,000,000 or a whole multiple of $50,000 1,000,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the applicable Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer Bank to the account(s) designated Company by Borrower crediting the specified account of the Company with such proceeds in the manner from time to time agreed by the Company and the applicable borrowing noticeSwing Line Bank. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.32.2.

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, in its individual capacity agrees to make swing line loans in Dollars, Euros or Sterling (individuallyor, a “at the option of the Swing Line Loan”; collectivelyLender, the “any other Alternative Currency) ("Swing Line Loans”") to the Borrower at on ---------------- any time and Business Day from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of $5,000,00025,000,000; provided provided, however, that in no Swing Line Loan event may be made if the aggregate principal amount of the any -------- ------- Borrowing of Swing Line Loans to be made would (A) exceed the Total Available Domestic Revolving Commitment immediately prior to such Borrowing (after giving effect to the use of proceeds thereof) or (B) cause the outstanding Domestic Revolving Loans of any Lender, when added to such Lender's Domestic Revolver Pro Rata Share of the then outstanding Swing Line Loans and Domestic Revolver Pro Rata Share of the aggregate Available LC Obligations (exclusive of Unpaid Drawings relating to LC Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, Domestic Revolving Credit Commitments at Loans or Swing Line Loans) to exceed such timeLender's Domestic Revolving Commitment. Amounts borrowed by the Borrower under this subsection 3.4 Section 2.1(e)(i) may be repaid at any time, subject to the limitation stated herein, without prior notice and, through to but ----------------- excluding the Revolving Credit Revolver Termination Date, reborrowed. All Swing Line Loans (1x) made in Dollars shall be made maintained as Alternate Base Rate LoansLoans and (y) made in an Alternative Currency shall be maintained at the applicable Quoted Rate, (2) and, notwithstanding Section 2.6, in each case shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days any other ----------- Type of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, the Swing Line Lender agreesagrees that, so long as during the Administrative Agent has not received notice that an Event U.S. Revolving Credit Commitment Period, it will make available to the U.S. Borrower in the form of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") a portion of the credit otherwise ---------------- available to the U.S. Borrower at any time and from time to time during under the U.S. Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Commitments; provided that no Swing Line Loan may be made if (i) the aggregate principal amount of Swing Line Loans outstanding -------- at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to when aggregated with the limitation stated herein, without prior notice and, through but excluding the Swing Line Lender's other outstanding U.S. Revolving Credit Termination DateLoans hereunder, reborrowed. All may exceed the Swing Line Loans Commitment then in effect or such Swing Line Lender's U.S. Revolving Credit Commitment then in effect) and (1ii) shall be made as Alternate Base Rate Loans, (2) the U.S. Borrower shall not be entitled to be converted into Eurodollar Loans request, and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the shall not make, any Swing Line Lender prior Loan unless, after giving effect to 1:00 p.m.) on the requested Borrowing Date specifying the amount making of each requested such Swing Line Loan, which shall (A) the Available U.S. Revolving Credit Commitment of each U.S. Revolving Credit Lender would be in an aggregate minimum amount equal to or greater than zero, and (B) the Aggregate U.S. Revolving Extensions of $250,000 or a whole multiple Credit would not exceed the Borrowing Base of $50,000 in excess thereofthe U.S. Borrower. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to During the Administrative Agent for the account of Borrower in same day fundsU.S. Revolving Credit Commitment Period, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by U.S. Borrower may use the Swing Line Lender to Borrower Commitment by borrowing, repaying and reborrowing, all in immediately available funds to be delivered by wire transfer to accordance with the account(s) designated by Borrower in the applicable borrowing noticeterms and conditions hereof. The proceeds of Swing Line Loans may shall be used solely for the purposes referred to denominated in subsection 3.3U.S. Dollars and shall be U.S. Base Rate Loans only.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided 10,000,000, PROVIDED that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time, and PROVIDED, FURTHER, that no Swing Line Loan may be made if, after giving effect thereto, a Borrowing Base Deficiency would exist. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuingcontinuing (in each case until such notice has been rescinded or the Administrative Agent determines in good faith, and notifies the Swing Line Lender, that all Events of Default have been cured or waived), to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 15,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.3:00 P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a1) U.S. Swing Line. Subject to the terms and conditions hereof, the U.S. Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, in its individual capacity agrees to make swing line loans in Dollars (individually, a “Swing Line Loan”; collectively, the “"U.S. Swing Line Loans”") to Borrower at Company on any time and Business Day from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not that, when added to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate Dollar Equivalent of the principal amount of the European Swing Line Loans to be made would then outstanding, do not exceed $40,000,000; provided, however, that in no event may the amount of any Borrowing of U.S. Swing Line Loans (A) exceed the Total Available Multicurrency Revolving Commitment immediately prior to such Borrowing (after giving effect to the use of proceeds thereof) or (B) cause the outstanding Multicurrency Revolving Loans of any Lender, when added to such Lender's Multicurrency Revolver Pro Rata Share of the then outstanding Swing Line Loans and Multicurrency Revolver Pro Rata Share of the aggregate Available LC Obligations (exclusive of Unpaid Drawings relating to LC Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, Multicurrency Revolving Credit Commitments at Loans or Swing Line Loans) to exceed such timeLender's Multicurrency Revolving Commitment. Amounts borrowed by Borrower Company under this subsection 3.4 Section 2.1(c)(i)(1) may be repaid at any time, subject to the limitation stated herein, without prior notice and, through to but excluding the Revolving Credit Multicurrency Revolver Termination Date, reborrowed. All The U.S. Swing Line Loans (1) shall be made in Dollars and maintained as Alternate Base Rate LoansLoans and, (2) notwithstanding Section 2.6, shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days any other Type of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject a)Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no 3,000,000.00, provided, that, the Swing Line Lender shall not make any Swing Line Loan may be made if if, after giving effect thereto, the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made would exceed and the aggregate Available Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Prime Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateSOFR Rate Loans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender set forth in immediately available funds to be delivered by wire transfer subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the account(s) designated Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no the Swing Line Lender shall not make any Swing Line Loan may be made if if, after giving effect thereto, the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made would exceed and the aggregate Available Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) ABR Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the Houston office of the Swing Line Lender set forth in immediately available funds to be delivered by wire transfer subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the account(s) designated Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the The Swing Line Lender agrees, so long as in reliance upon the Administrative Agent has not received notice that an Event agreements of Default has occurred and is continuingthe other Lenders set forth in this Section 4.1, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time on any Business Day during the Revolving Credit Commitment Period in an aggregate principal outstanding amount at any one time outstanding not to exceed $5,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereofSublimit. The Swing Line Lender shallmay make Swing Line Loans notwithstanding the fact that such loan aggregated with the Aggregate Exposure of the Lender acting as Swing Line Lender may exceed the amount of such Lender’s Revolving Commitment; provided, before 6:00 p.m. on however, the Swing Line Lender shall have no obligation to issue any Swing Line Loan if there is a termination of the Revolving Commitments pursuant to Section 9; and provided further, the Swing Line Lender shall have no obligation to issue any Swing Line Loan if, after giving effect to such requested Borrowing Dateloan, make available (i) the aggregate amount of the Available Revolving Commitments would be less than zero, (ii) a default of any Lender’s obligations to fund under Section 4.5 exists or any Lender is in breach of its commitment to fund Revolving Loans hereunder, unless the Swing Line Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Swing Line Lender’s risk with respect to such Lender, (iii) any Lender’s Revolving Extensions of Credit exceeds such Lender’s Revolving Commitment or (iv) the Borrower will use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits and subject to the Administrative Agent for the account of Borrower in same day fundsother terms and conditions hereof, the proceeds Borrower may borrow under this Section 4.1, prepay under Section 4.5, and reborrow under this Section 4.1. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to such Lender’s Revolving Percentage of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Loan.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 200,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line all Loans to be made would outstanding at any one time shall not exceed the aggregate Available Revolving Credit amount of the Commitments at such time. Amounts borrowed During the Commitment Period, the Borrower may use the Swing Line Commitment by Borrower under this subsection 3.4 may be repaid at any timeborrowing, subject to prepaying the limitation stated hereinSwing Line Loans in whole or in part, without prior notice andand reborrowing, through but excluding all in accordance with the Revolving Credit Termination Date, reborrowedterms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) bear interest based upon the ABR and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of loans that bear interest at any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Dateother rate. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) 3:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans). The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of the Swing Line Lender by wire transfer to 4:00 P.M., New York City time, on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may, at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 3:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agreesagrees that, so long as during the Administrative Agent has not received notice that an Event Revolving Credit Commitment Period, it will make available to the Borrower in the form of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) a portion of the credit otherwise available to the Borrower at any time and from time to time during under the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Commitments; provided that no Swing Line Loan may be made if (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to the limitation stated herein, without prior notice and, through but excluding the when aggregated with such Swing Line Lender's other outstanding Revolving Credit Termination DateLoans hereunder, reborrowed. All may exceed the Swing Line Loans Commitment then in effect or such Swing Line Lender's Revolving Credit Commitment then in effect), (1ii) the maturity date of any Swing Line Loan shall be made as Alternate Base Rate Loans, no less than one and no more than thirty days following the Borrowing Date thereof (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall but in any event mature no not later than the Revolving Credit Termination Date. ), provided that in the case of a Swing Line Loan that is a Eurodollar Loan, the maturity thereof shall be the last day of the Interest Period applicable thereto and (iii) the Borrower shall give the not request, and no Swing Line Lender irrevocable notice (which notice must be received by the shall make, any Swing Line Lender prior Loan if, after giving effect to 1:00 p.m.) on the requested Borrowing Date specifying the amount making of each requested such Swing Line Loan, which shall be in an the aggregate minimum amount of $250,000 or a whole multiple of $50,000 the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in excess thereof. accordance with the terms and conditions hereof: The Swing Line Lender shallLoans may from time to time be (A) Base Rate Loans, before 6:00 p.m. on such requested Borrowing Date(B) Eurodollar Loans with an Interest Period of two weeks or one month, make available (C) Money Market Rate Loans or (D) a combination thereof, as determined by the Borrower and notified to the Administrative Agent for and the account of Borrower in same day funds, the proceeds of such applicable Swing Line Loans. The proceeds Lender in accordance herewith; provided that the Borrower shall not have the right to convert Swing Line Loans of each one Type into Swing Line Loans of any other Type (it being understood that the foregoing shall not prevent the Borrower from repaying any Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The from proceeds of Swing Line Revolving Credit Loans may be used solely for the purposes referred to in subsection 3.3of any Type).

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower the Borrowers at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments Table of Contents at such time. Amounts borrowed by Borrower the Borrowers under this subsection 3.4 3.4(a) may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1i) shall be made as Alternate Base Rate Loans, (2ii) shall may not be entitled to be converted into Eurodollar Loans and (3iii) must be repaid in full within seven days ten Business Days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower The Borrowers shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower the Borrowers in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower the Borrowers in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower the Borrowers in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided PROVIDED that no the Swing Line Lender shall not make any Swing Line Loan may be made if if, after giving effect thereto, the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans and Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made would and the Letters of Credit requested to be issued on such date) exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination DateCommitments. During the Revolving Credit Commitment Period, reborrowedthe Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) ABR Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company at the office of the Swing Line Lender by wire transfer to 3:00 p.m. on the account(s) designated Borrowing Date by Borrower in crediting the applicable borrowing noticeaccount of the Company at such office with such proceeds. The proceeds of Company may at any time and from time to time prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time and the Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00015,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Excess Availability at such time (such Swing Line Loans will be deemed usage of the Revolving Credit Commitments at such timeFacility for purpose of calculating Excess Availability). Amounts borrowed by Borrower the Borrowers under this subsection 3.4 Section 2.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans plus the Applicable Margin then in effect for Revolving Credit Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Borrowers shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 2:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Borrowers by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeBorrowers at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Section 2.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Bank agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in Dollars in an aggregate principal amount (when added together with all other Swing Line Loans) at any one time outstanding not to exceed $5,000,000; provided 30,000,000, PROVIDED that at no Swing Line Loan time may be made if the aggregate principal amount Aggregate Extensions of the Swing Line Loans to be made would Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All The Swing Line Loans may from time to time be (1i) shall be made as Alternate Base Rate ABR Loans, (2ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Company and notified to the Administrative Agent and the applicable Swing Line Bank in accordance herewith, and shall not be entitled to be converted into Eurodollar Loans. The Company may, on any Borrowing Date for Swing Line Loans and (3) prior to the time that an irrevocable notice requesting such Swing Line Loans must be repaid in full within seven made pursuant to this subsection 2.10(a), request a quote of the Money Market Rate which would be applicable for such Swing Line Loans from a Swing Line Bank, specifying the amount of the proposed Money Market Rate Loans and the maturity date thereof (which shall be no less than one and no more than 30 days of making following such Borrowing Date). Upon receipt of such Loan orquote, if sooner, upon the making of any Revolving Credit Loan and Company shall in any event mature no promptly (but not later than the Revolving Credit Termination Datetime that an irrevocable notice requesting such Swing Line Loans must be made pursuant to this subsection 2.10(a)) notify the Administrative Agent and the applicable Swing Line Bank whether it requests such Swing Line Bank to make Money Market Rate Loans at such Money Market Rate. Borrower The Company shall give the Administrative Agent and the applicable Swing Line Lender Bank irrevocable notice (which notice must be received by the Administrative Agent and the applicable Swing Line Lender Bank prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of (i) in the case of Swing Line Loans which are ABR Loans, $250,000 500,000 or a whole multiple thereof and (ii) in the case of Swing Line Loans which are Money Market Rate Loans, $2,000,000 or a whole multiple of $50,000 1,000,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the applicable Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer Bank to the account(s) designated Company by Borrower crediting the specified account of the Company with such proceeds in the manner from time to time agreed by the Company and the applicable borrowing noticeSwing Line Bank. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.32.2.

Swing Line Commitment. (ai) Subject to the terms and conditions hereof, the each Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, portion of the “Swing Line Loans”) credit otherwise available to the Borrower at any time and under the Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans in an aggregate principal amount at Dollars Euro, Sterling or any one time outstanding not Alternate Swing Line Foreign Currency ("Swing Line Loans") to exceed $5,000,000the Borrower; provided that no Swing Line Loan may be made if (A) the sum of (x) the aggregate principal amount of Swing Line Loans denominated in Dollars and (y) the Dollar Equivalent of the aggregate principal amount of Swing Line Loans denominated in Euro, Sterling and such Alternate Swing Line Foreign Currency, outstanding as at the date any Swing Line Loan is made shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject when aggregated with any Swing Line Lender's other outstanding U.S. Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect) and (B) the Borrower shall not request, and no Swing Line Lender shall make, any Swing Line Loan if, after giving effect to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan orSwing Line Loan, if soonerthe Aggregate Available U.S. Commitments would be less than zero or the Aggregate Total Outstandings of all the Lenders would exceed the Aggregate U.S. Commitments; provided, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give further, that the Swing Line Lender irrevocable notice shall not be required to (which notice must be received by but it may) make a Swing Line Loan to refinance an outstanding Swing Line Loan. During the Commitment Period, the Borrower may use the Swing Line Lender prior to 1:00 p.m.) on Commitment by borrowing, repaying and reborrowing, all in accordance with the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereofterms and conditions hereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may shall be used solely for the purposes referred to in subsection 3.3ABR Loans, Euro Cost of Funds Loans, Sterling Cost of Funds Loans or Alternate Swing Line Foreign Currency Cost of Funds Loans only.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Administra- tive Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate ag- gregate principal amount at any one time outstanding not to exceed $5,000,00020,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate aggre- gate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding ex- cluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 5:00 p.m. (New York City time) on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds Loans by cred- iting the account of each Swing Line Loan will be made available by Borrower at the office of the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing noticewith such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) If not repaid by Borrower prior to such time, including without limitation, from the proceeds of a Revolving Credit Loan, the Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) re- quest each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender at the office of the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon (New York City time) in funds immediately available on the Business Day next succeeding the date such no- txxx is given. The proceeds of such Revolving Credit Loans shall be imme- diately applied to repay the Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursu- ant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Re- volving Credit Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loan. Each such Lender will immediately transfer to the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender has re- ceived from any Revolving Credit Lender such Lender's participating inter- est in a Refunded Swing Line Loan, the Swing Line Lender receives any pay- ment on account thereof, the Swing Line 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) in like funds as received; provided that, in the event that such payment re- ceived by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously dis- tributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Bor- rower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condi- tion (financial or otherwise) of Borrower; (iv) any breach of this Agree- ment by Borrower or any other Lender; or (v) any other circumstance, hap- pening or event whatsoever, whether or not similar to any of the foregoing. 3.5.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to the Borrower at any time and from time to time during the period from the Closing Date through the fifth Business Day preceding the Working Capital Revolving Credit Commitment Period Termination Date in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided 10,000,000, PROVIDED that at no Swing Line Loan time may be made if the aggregate principal amount sum of the Swing Line Loans, the Working Capital Revolving Credit Loans to be made would and the outstanding L/C Obligations exceed the aggregate Available Working Capital Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to During the limitation stated herein, without prior notice and, through but excluding the Working Capital Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) ABR Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The thereof (except with respect to deemed Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line LoansLoans under subsection 3.4). The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds, PROVIDED that, with respect to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of deemed Swing Line Loans under subsection 3.4, the Swing Line Lender will transmit the proceeds of such Swing Line Loans directly to the Issuing Bank. The Borrower may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 1:00 p.m. on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable by 3:00 p.m. on such date on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3.an aggregate principal amount of $100,000 or a whole multiple thereof. (Credit Agreement)

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no the Swing Line Lender shall not make any Swing Line Loan may be made if if, after giving effect thereto, the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans, the Pounds Sterling Loans and the Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made would and the Letters of Credit requested to be issued on such date) exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination DateCommitments. During the Revolving Credit Commitment Period, reborrowedthe Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) ABR Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company at the office of the Swing Line Lender by wire transfer to 3:00 p.m. on the account(s) designated Borrowing Date by Borrower in crediting the applicable borrowing noticeaccount of the Company at such office with such proceeds. The proceeds of Company may at any time and from time to time prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 10,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line all Loans to be made would outstanding at any one time shall not exceed the aggregate Available Revolving Credit amount of the Commitments at such time. Amounts borrowed During the Commitment Period, the Borrower may use the Swing Line Commitment by Borrower under this subsection 3.4 may be repaid at any timeborrowing, subject to prepaying the limitation stated hereinSwing Line Loans in whole or in part, without prior notice andand reborrowing, through but excluding all in accordance with the Revolving Credit Termination Date, reborrowedterms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) bear interest based upon the ABR and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of loans that bear interest at any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Dateother rate. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) 11:00 A.M., New York City time, on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of the Swing Line Lender by wire transfer to 3:00 P.M., New York City time, on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may, at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 11:00 A.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 12,500,000, provided that at no Swing Line Loan time may be made if the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans to be made would and Letter of Credit Outstandings exceed the aggregate Available lesser of (i) the Revolving Credit Commitments at such timeless the amount of any commitment in respect of any working capital facility described in subsection 8.2(i)(iii) and (ii) the Borrowing Base then in effect. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the 54 49 Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate minimum amount of $250,000 150,000 or a whole multiple of $50,000 25,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of the Swing Line Lender by wire transfer to 3:00 p.m. on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $150,000 or a whole multiple of $25,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “--------------- "Swing Line Loans”") to Borrower at any time and the Borrowers from time to time during the Revolving ---------------- Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that no Swing Line Loan may be -------- made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower the Borrowers under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.3:00 P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Borrowers by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeBorrowers at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that no 3,000,000.00, provided, that, the Swing Line Lender shall not make any Swing Line Loan may be made if if, after giving effect thereto, the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made would exceed and the aggregate Available Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Prime Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender set forth in immediately available funds to be delivered by wire transfer subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the account(s) designated Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00015,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 5:00 p.m. (New York City time) on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to crediting the account(s) designated by account of Borrower in at the applicable borrowing noticeoffice of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agreesagrees that, so long as during the Administrative Agent has not received notice that an Event Revolving Credit Commitment Period, it will make available to the Borrower in the form of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in each case, a portion of the credit otherwise available to the Borrower at any time and from time to time during under the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Commitments; provided that no Swing Line Loan may be made if (i)(x) the aggregate principal amount of Swing Line Loans made by such Swing Line Lender outstanding at any time shall not exceed such Swing Line Lender’s Swing Line Commitment, (y) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Sublimit (in each case, notwithstanding that each Swing Line Lender’s Swing Line Loans to be made would outstanding at any time, when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Sublimit then in effect) and (z) the aggregate principal amount of Swing Line Loans made by such Swing Line Lender outstanding at any time, together with its L/C Obligations in respect of Letters of Credit and its other outstanding Revolving Credit Loans hereunder, shall not exceed such Swing Line Lender’s Revolving Credit Commitment then in effect, (ii) the Borrower shall not request, and each Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero and (iii) the Total Revolving Extensions of Credit shall at no time exceed the Maximum Facility Availability at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3only.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in Dollars to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; the amount of such Swing Line Lender’s Swing Line Commitment, provided that no Swing Line Loan may be made if (i) the aggregate principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time, (ii) the aggregate principal amount of Revolving Credit Loans of such Lender outstanding at any time, when added to such Lender’s Swing Line Exposure (including, as applicable, in its capacity as Swing Line Lender) shall not exceed the aggregate amount of the Commitment of such Lender at such time and (iii) the aggregate principal amount of all Swing Line Loans outstanding at any one time shall not exceed $1,400,000,000. If the aggregate amount of all Swing Line Commitments is at any time less than $1,400,000,000 (such shortfall, the “Swing Line Commitment Shortfall”), the Company may designate one or more of the other existing Lenders as Swing Line Lenders (it being understood that the Swing Line Commitments of any such Lender may, at the option of such Lender, exceed its Commitment), having Swing Line Commitments in an aggregate amount not exceeding the Swing Line Commitment Shortfall; provided that no Lender may be so designated unless it agrees in its sole discretion to act in such capacity. The Swing Line Commitment of each Swing Line Lender (unless otherwise agreed by such Swing Line Lender) shall be reduced as follows: (x) upon any reduction of the Commitment of any Lender that is also a Swing Line Lender pursuant to Section 2.4, the Swing Line Commitment of such Swing Line Lender shall be reduced by the same proportion as such Commitment is so reduced and (y) upon any assignment by such Swing Line Lender of all or any portion of its Swing Line Commitment pursuant to subsection 9.6(c) and the assumption by the relevant assignee of the amount of such Swing Line Commitment so assigned, the Swing Line Commitment of such Swing Line Lender shall be reduced by the amount of its Swing Line Commitment so assigned. During the Commitment Period, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans to be made would exceed in whole or in part, and reborrowing, all in accordance with the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowedterms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) bear interest based upon the ABR and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of loans that bear interest at any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Dateother rate. Borrower The Company shall give the relevant Swing Line Lender (with a copy to the Managing Administration Agent) irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) 4:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans). The proceeds of each the Swing Line Loan will be made available by the such Swing Line Lender to Borrower in immediately available funds to be delivered the Company at the office of such Swing Line Lender by wire transfer to 5:00 P.M., New York City time, on the account(s) designated Borrowing Date by Borrower in crediting the applicable borrowing noticeaccount of the Company at such office with such proceeds. The proceeds of Company may, at any time and from time to time, prepay the Swing Line Loans may of such Swing Line Lender, in whole or in part, without premium or penalty, by notifying such Swing Line Lender prior to 4:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agreesagrees that, so long as during the Administrative Agent has not received notice that an Event Revolving Credit Commitment Period, it will make available to the Borrower in the form of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) a portion of the credit otherwise available to the Borrower at any time and from time to time during under the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Commitments; provided that no Swing Line Loan may be made if (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to the limitation stated herein, without prior notice and, through but excluding the when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Termination DateLoans hereunder, reborrowed. All may exceed the Swing Line Loans Commitment then in effect or such Swing Line Lender’s Revolving Credit Commitment then in effect), (1ii) the maturity date of any Swing Line Loan shall be made as Alternate Base Rate Loans, no less than one and no more than thirty days following the Borrowing Date thereof (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall but in any event mature no not later than the Revolving Credit Termination Date. ) and (iii) the Borrower shall give the not request, and no Swing Line Lender irrevocable notice (which notice must be received by the shall make, any Swing Line Lender prior Loan if, after giving effect to 1:00 p.m.) on the requested Borrowing Date specifying the amount making of each requested such Swing Line Loan, which shall be in an the aggregate minimum amount of $250,000 or a whole multiple of $50,000 the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in excess thereofaccordance with the terms and conditions hereof. The Swing Line Lender shallLoans may from time to time be (A) Base Rate Loans, before 6:00 p.m. on such requested Borrowing Date(B) Eurodollar Loans, make available (C) Money Market Rate Loans or (D) a combination thereof, as determined by the Borrower and notified to the Administrative Agent for and the account of Borrower in same day funds, the proceeds of such applicable Swing Line Loans. The proceeds Lender in accordance herewith; provided that the Borrower shall not have the right to convert Swing Line Loans of each one Type into Swing Line Loans of any other Type (it being understood that the foregoing shall not prevent the Borrower from repaying any Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The from proceeds of Swing Line Revolving Credit Loans may be used solely for the purposes referred to in subsection 3.3of any Type).

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Bank agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in Dollars in an aggregate principal amount (when added together with all other Swing Line Loans) at any one time outstanding not to exceed $5,000,000; 40,000,000, provided that at no Swing Line Loan time may be made if the aggregate principal amount Aggregate Extensions of the Swing Line Loans to be made would Credit exceed the aggregate Available Revolving Credit Commitments at such timeCommitments. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All The Swing Line Loans may from time to time be (1i) shall be made as Alternate Base Rate ABR Loans, (2ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Company and notified to the Administrative Agent and the applicable Swing Line Bank in accordance herewith, and shall not be entitled to be converted into Eurodollar Loans. The Company may, on any Borrowing Date for Swing Line Loans and (3) prior to the time that an irrevocable notice requesting such Swing Line Loans must be repaid in full within seven made pursuant to this subsection 2.10(a), request a quote of the Money Market Rate which would be applicable for such Swing Line Loans from a Swing Line Bank, specifying the amount of the proposed Money Market Rate Loans and the maturity date thereof (which shall be no less than one and no more than 30 days of making following such Borrowing Date). Upon receipt of such Loan orquote, if sooner, upon the making of any Revolving Credit Loan and Company shall in any event mature no promptly (but not later than the Revolving Credit Termination Datetime that an irrevocable notice requesting such Swing Line Loans must be made pursuant to this subsection 2.10(a)) notify the Administrative Agent and the applicable Swing Line Bank whether it requests such Swing Line Bank to make Money Market Rate Loans at such Money Market Rate. Borrower The Company shall give the Administrative Agent and the applicable Swing Line Lender Bank irrevocable notice (which notice must be received by the Administrative Agent and the applicable Swing Line Lender Bank prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of (i) in the case of Swing Line Loans which are ABR Loans, $250,000 500,000 or a whole multiple thereof and (ii) in the case of Swing Line Loans which are Money Market Rate Loans, $2,000,000 or a whole multiple of $50,000 1,000,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the applicable Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer Bank to the account(s) designated Company by Borrower crediting the specified account of the Company with such proceeds in the manner from time to time agreed by the Company and the applicable borrowing noticeSwing Line Bank. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.32.2.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; , provided that at no Swing Line Loan time may be made if the aggregate principal amount sum of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any timeLoans, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination DateLoans and Letter of Credit Outstandings exceed the Revolving Credit Commitments. During the Revolving Credit Commitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice may be telephonic and must be received by the Swing Line Lender prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate minimum amount of $250,000 150,000 or a whole multiple of $50,000 25,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on Any such requested Borrowing Date, make available telephonic borrowing notice shall be confirmed promptly by a written borrowing notice to the Administrative Agent for the account of Borrower in same day fundsAgent, the proceeds of such Swing Line Loansdelivered by hand or by telecopy. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of the Swing Line Lender by wire transfer to 3:00 p.m. on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 1:00 p.m. on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $150,000 or a whole multiple of $25,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 10,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time, and provided, further, that no Swing Line Loan may be made if, after giving effect thereto, a Borrowing Base Deficiency would exist. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to Borrower at any time and the Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 12,500,000, provided that at no Swing Line Loan time may be made if the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans to be made would and Letter of Credit Outstandings exceed the aggregate Available lesser of (i) the Revolving Credit Commitments at such timeand (ii) the Borrowing Base then in effect. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrowers may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the applicable Borrower or Borrowers and amount of each the requested Swing Line Loan, Loan which shall be in an aggregate minimum amount of $250,000 100,000 or a whole multiple of $50,000 25,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing noticeBorrower at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the applicable Borrower at such office with such proceeds. The proceeds of Borrowers may at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $25,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agreesin reliance upon the agreement of the other Revolving Credit Lenders set forth in Section 2.7, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, may agree to make swing line loans (individually, a “Swing Line Loan”; collectively, portion of the “Swing Line Loans”) credit otherwise available to the Borrower at any time and under the Revolving Credit Commitments from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not by making swing line loans (“Swing Line Loans”) to exceed $5,000,000the Borrower; provided that no (i) the making of any Swing Line Loan shall be in the sole and absolute discretion of the Swing Line Lender (including, without limitation, sole and absolute discretion as to whether to make such Swing Line Loan in the event there are any Defaulting Revolving Credit Lenders and the Swing Line Lender may be made if impose any additional terms and conditions to the making of such Swing Line Loan not in violation of this Agreement), (ii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any other Swing Line Loan, (iii) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender’s Revolving Credit Commitment then in effect) and (iv) the Borrower shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments at would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans only. The Borrower shall repay each outstanding Swing Line Loan on the earlier of (x) ten Business Days after the borrowing of such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any timeSwing Line Loan, subject (y) one Business Day after written notice from the Administrative Agent or the Swing Line Lender to the limitation stated hereinBorrower that any Revolving Credit Lender has become a Defaulting Revolving Credit Lender, without prior notice and, through but excluding and (z) the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered by wire transfer to crediting the account(s) designated by account of the Borrower in at the applicable borrowing noticeoffice of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 250,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line all Loans to be made would outstanding at any one time shall not exceed the aggregate Available Revolving Credit amount of the Commitments at such time. Amounts borrowed During the Commitment Period, the Borrower may use the Swing Line Commitment by Borrower under this subsection 3.4 may be repaid at any timeborrowing, subject to prepaying the limitation stated hereinSwing Line Loans in whole or in part, without prior notice andand reborrowing, through but excluding all in CREDIT AGREEMENT accordance with the Revolving Credit Termination Date, reborrowedterms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) bear interest based upon the ABR and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of loans that bear interest at any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Dateother rate. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) 4:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans). The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of the Swing Line Lender by wire transfer to 5:00 P.M., New York City time, on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may, at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 4:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, in its individual capacity agrees to make swing line loans in Dollars, Euros or Sterling (individuallyor, a “at the option of the Swing Line Loan”; collectivelyLender, the “any other Alternative Currency) ("Swing Line Loans”") to the Borrower at on any time and Business Day from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of $5,000,00025,000,000; provided provided, however, that in no Swing Line Loan event may be made if the aggregate principal amount of the any Borrowing of Swing Line Loans to be made would (A) exceed the Total Available Domestic Revolving Commitment immediately prior to such Borrowing (after giving effect to the use of proceeds thereof) or (B) cause the outstanding Domestic Revolving Loans of any Lender, when added to such Lender's Domestic Revolver Pro Rata Share of the then outstanding Swing Line Loans and Domestic Revolver Pro Rata Share of the aggregate Available LC Obligations (exclusive of Unpaid Drawings relating to LC Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, Domestic Revolving Credit Commitments at Loans or Swing Line Loans) to exceed such timeLender's Domestic Revolving Commitment. Amounts borrowed by the Borrower under this subsection 3.4 Section 2.1(c)(i) may be repaid at any time, subject to the limitation stated herein, without prior notice and, through to but excluding the Revolving Credit Revolver Termination Date, reborrowed. All Swing Line Loans (1x) made in Dollars shall be made maintained as Alternate Base Rate LoansLoans and (y) made in an Alternative Currency shall be maintained at the applicable Quoted Rate, (2) and, notwithstanding Section 2.6, in each case shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days any other Type of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received (and forwarded to the Swing Line Lender if different than the Administrative Agent) notice that an a Default or Event of Default has occurred and is continuingcontinuing (in each case until such notice has been rescinded or the Administrative Agent determines in good faith, and notifies the Swing Line Lender, that all Defaults and/or Events of Default have been cured or waived), to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided 10,000,000, PROVIDED that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 15,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such timetime and provided, further, that no Swing Line Loan may be made if, after giving effect thereto, a Borrowing Base Deficiency would exist. Amounts borrowed by Borrower the Company under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. Borrower The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered the Company by wire transfer to crediting the account(s) designated by Borrower in account of the applicable borrowing noticeCompany at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; the amount of each Swing Line Lender’s Swing Line Commitment, provided that no Swing Line Loan may be made if (i) the aggregate principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time and (ii) the aggregate principal amount of all Swing Line Loans outstanding at any one time shall not exceed $1,400,000,000. If the aggregate amount of all Swing Line Commitments is at any time less than $1,400,000,000 (such shortfall, the “Swing Line Commitment Shortfall”), the Borrower may designate one or more of the other existing Lenders as Swing Line Lenders (it being understood that the Swing Line Commitments of any such Lender may, at the option of such Lender, exceed its Commitment), having Swing Line Commitments in an aggregate amount not exceeding the Swing Line Commitment Shortfall; provided that no Lender may be so designated unless it agrees in its sole discretion to act in such capacity. The Swing Line Commitment of each Swing Line Lender (unless otherwise agreed by such Swing Line Lender) shall be reduced as follows: (x) upon any reduction of the Commitment of any Lender that is also a Swing Line Lender pursuant to Section 2.4, the Swing Line Commitment of such Swing Line Lender shall be reduced by the same proportion as such Commitment is so reduced and (y) upon any assignment by such Swing Line Lender of all or any portion of its Swing Line Commitment pursuant to subsection 9.6(c) and the assumption by the relevant assignee of the amount of such Swing Line Commitment so assigned, the Swing Line Commitment of such Swing Line Lender shall be reduced by the amount of its Swing Line Commitment so assigned. During the Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans to be made would exceed in whole or in part, and reborrowing, all in accordance with the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowedterms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) bear interest based upon the ABR and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of loans that bear interest at any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Dateother rate. The Borrower shall give the relevant Swing Line Lender (with a copy to the Managing Administration Agent) irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) 4:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans). The proceeds of each the Swing Line Loan will be made available by the such Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of such Swing Line Lender by wire transfer to 5:00 P.M., New York City time, on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may, at any time and from time to time, prepay the Swing Line Loans may of such Swing Line Lender, in whole or in part, without premium or penalty, by notifying such Swing Line Lender prior to 4:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such timetime or the Borrowing Base then in effect. Amounts borrowed by the Borrower under this subsection 3.4 Section 2.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered by wire transfer to crediting the account(s) designated by account of the Borrower in at the applicable borrowing noticeoffice of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Section 2.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 12,500,000, provided that at no Swing Line Loan time may be made if the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans to be made would and Letter of Credit Outstandings exceed the aggregate Available lesser of (i) the Revolving Credit Commitments at such timeless the amount of any commitment in respect of any working capital facility described in subsection 8.2(i)(iii) and (ii) the Borrowing Base then in effect. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate minimum amount of $250,000 150,000 or a whole multiple of $50,000 25,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of the Swing Line Lender by wire transfer to 3:00 p.m. on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $150,000 or a whole multiple of $25,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.3:00 P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered by wire transfer to crediting the account(s) designated by account of the Borrower in at the applicable borrowing noticeoffice of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, Citizens (in such capacity, the “Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Lender”) agrees to make available to the Borrowers a portion of the credit otherwise available to the Borrowers hereunder from time to time prior to the Revolving Loan Maturity Date by making swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to Borrower at any time the Borrowers, jointly and from time to time during the Revolving Credit Commitment Period severally, in an aggregate principal amount not to exceed at any one time outstanding not to exceed $5,000,000the Swing Line Commitment; provided that no Swing Line Loan may be made if (a) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to when aggregated with the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Lender’s other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (1b) shall be made as Alternate Base Rate Loans, (2) the Borrowers shall not be entitled to be converted into Eurodollar Loans request, and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must shall not be received by the obligated to make, any Swing Line Lender prior Loan if, after giving effect to 1:00 p.m.) on the requested Borrowing Date specifying the amount making of each requested such Swing Line Loan, which shall be in an the aggregate minimum amount of $250,000 or a whole multiple of $50,000 the Loans and the Swing Line Loans exceed the Revolving Loan Maximum Amount. Prior to the Revolving Loan Maturity Date, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in excess thereofaccordance with the terms and conditions hereof. Swing Line Loans shall bear interest solely by reference to the Euroloan Advantage Rate. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, Borrowers may use the proceeds of such Revolving Loans from time to time to repay any outstanding Swing Line Loans. The proceeds of each Borrowers, jointly and severally, shall repay all outstanding Swing Line Loans on the Revolving Loan will be Maturity Date. On the date of this Agreement, the Borrowers shall deliver to the Swing Line Lender a Swing Line Note to evidence the Swing Line Loans from time to time made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3Borrowers hereunder.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, in its individual capacity agrees to make swing line loans in Dollars (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to Borrower at Borrowers (on a joint and several basis) on any time and Business Day from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,0002,500,000; provided provided, however, that in no Swing Line Loan event may be made if the aggregate principal amount of the any Borrowing of Swing Line Loans to be made would (A) exceed the aggregate Total Available Revolving Credit Commitments at Commitment immediately prior to such timeBorrowing (after giving effect to the use of proceeds thereof), (B) cause the outstanding Acquisition Revolving Loans and Working Capital Loans of any Revolving Lender, when added to such Lender's Revolver Pro Rata Share of the then outstanding Swing Line Loans and Revolver Pro Rata Share of the aggregate LC Obligations (exclusive of Unpaid Drawings relating to LC Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, Working Capital Loans or Swing Line Loans) to exceed such Lender's Revolving Commitment or (C) cause the outstanding Working Capital Loans of all Revolving Lenders, when added to the then outstanding Swing Line Loans and the aggregate LC Obligations (exclusive of Unpaid Drawings relating to LC Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, Working Capital Loans or Swing Line Loans) to exceed the Working Capital Sublimit. Amounts borrowed by Borrower Borrowers under this subsection 3.4 Section 2.1(c)(i) may be repaid at any time, subject and reborrowed during the period from the Closing Date to but excluding five (5) Business Days prior to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Revolver Termination Date, reborrowed. All The Swing Line Loans (1) shall be made in Dollars and maintained as Alternate Base Rate LoansLoans and, (2) notwithstanding Section 2.6, shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days any other Type of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agreesagrees that, so long as during the Administrative Agent has not received notice that an Event Revolving Credit Commitment Period, it will make available to the Borrower in the form of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in each case, a portion of the credit otherwise available to the Borrower at any time and from time to time during under the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Commitments; provided that no Swing Line Loan may be made if that, (i)(x) the aggregate principal amount of Swing Line Loans made by such Swing Line Lender outstanding at any time shall not exceed the lesser of (1) one-quarter of the Swing Line Sublimit and (2) such Swing Line Lender’s Swing Line Commitment, (y) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Sublimit (in each case, notwithstanding that each Swing Line Lender’s Swing Line Loans outstanding at any time, when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line SublimitCommitment then in effect) and (z), minus the aggregate principal amount of Swing Line Loans made by such Swing Line Lender outstanding at any time, together with its L/C Obligations in respect of Letters of Credit and its other outstanding Revolving Credit Loans hereunder, and (y) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed suchthe Swing Line Lender’s Revolving Credit Commitment then in effectSublimit, (ii) the Borrower shall not request, and each Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero and (iii) the Total Revolving Extensions of Credit shall at no time exceed the Maximum Facility Availability at such time. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans only. (b) The Borrower shall repay all outstanding Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the applicable Swing Line Lender irrevocable notice (which notice must be received by on or before the day that is ten days after the Borrowing Date of each such Swing Line Loan. The applicable Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available deliver prompt written notice to the Administrative Agent for following the account repayment of Borrower in same day funds, the proceeds any of such Swing Line Lender’s Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.2.4

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to the Borrower at any time and from time to time during the period from the Closing Date through the fifth Business Day preceding the Revolving Credit Commitment Period Termination Date in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 15,000,000, provided that at no Swing Line Loan time may be made if the aggregate principal amount sum of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any timeLoans, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination DateLoans and the outstanding L/C Obligations exceed the Revolving Credit Commitments. During the Revolving Credit Commitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) ABR Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate minimum amount of $250,000 500,000 or a whole multiple of $50,000 100,000 in excess thereof. The thereof (except with respect to deemed Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line LoansLoans under subsection 3.4). The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds, provided that, with respect to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of deemed Swing Line Loans under subsection 3.4, the Swing Line Lender will transmit the proceeds of such Swing Line Loans directly to the Issuing Bank. The Borrower may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 1:00 p.m. on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable by 3:00 p.m. on such date on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a multiple of $100,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereofof this Agreement, each Swing Line Lender agrees to make loans to the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans Borrowers on a revolving basis (individuallyeach such loan, a “"Swing Line Loan”; collectively, the “Swing Line Loans”") to Borrower at any time and from time to time on any Business Day during the Revolving Credit Commitment Period period from the Closing Date to the Termination Date in an aggregate principal amount at any one time outstanding for the Swing Line Borrowers collectively not to exceed the Dollar Equivalent amount of U.S. $5,000,00025.0 million; provided provided, however, that no (i) the aggregate amount (or CHF Equivalent with respect to M-T AG) of Swing Line Loan may be Loans made if and outstanding at any one time to any Subsidiary Swing Line Borrower shall not exceed the Subsidiary Swing Line Borrower Sublimit for such Subsidiary Swing Line Borrower (or with respect to the German Subsidiaries, the collective sublimit of the German Subsidiaries) and the aggregate Dollar Equivalent amount of Swing Line Loans made to US Borrower shall not exceed the US Borrower Sublimit, (ii) the sum of the Dollar Equivalent amount of the aggregate principal amount of all outstanding Swing Line Loans, plus the aggregate principal Dollar Equivalent amount of all other outstanding Revolving Facility Loans, plus (without duplication) the Effective Amount of all L/C Obligations shall not at any time exceed the Revolving Facility Commitments of all Revolving Facility Lenders and (iii) Scotiabank need only make Swing Line Loans in U.S. Dollars to US Borrower and in Pounds Sterling to M-T Leicester; Credit Suisse need only make Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at M-T AG in such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject currencies as it shall agree with such Subsidiary Swing Line Borrower; and each other Swing Line Lender need only make Swing Line Loans to the limitation stated herein, without prior notice and, through but excluding Subsidiary Swing Line Borrower as it shall agree with and in the Revolving Credit Termination Date, reborrowedApplicable Currency as it and the applicable Subsidiary Swing Line Borrower shall agree. All Swing Line Loans (1) made in U.S. Dollars shall be made and maintained as Alternate Base Rate ABR Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agreesagrees that, so long as during the Administrative Agent has not received notice that an Event Revolving Credit Commitment Period, it will make available to the Borrower in the form of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) a portion of the credit otherwise available to the Borrower at any time and from time to time during under the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Commitments; provided provided, that no Swing Line Loan may be made if (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or the Swing Line Lender’s Revolving Credit Commitment then in effect), (ii) the Total Revolving Extensions of Credit shall not exceed the least of (x) the Total Revolving Credit Commitments, (y) the then current Borrowing Base, less the amount of any Reinstated Pre-Petition Revolving Loan Obligations, and (z) for any week, the principal amount of the Total Revolving Extensions of Credit projected to be made would exceed outstanding during such week as set forth in the Initial Budget for such week plus the Budget Carryover Amount (to be calculated and applied as set forth in the definition of such term in Section 1.1), less the amount of any Reinstated Pre-Petition Revolving Loan Obligations and the Net Pre-Petition Revolving Loan Amount then outstanding, (iii) the Borrower shall not request, and the Swing Line Lender shall not knowingly and intentionally make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may would be repaid at any timeless than zero, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 200,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line all Loans to be made would outstanding at any one time shall not exceed the aggregate Available Revolving Credit amount of the Commitments at such time. Amounts borrowed During the Commitment Period, the Borrower may use the Swing Line Commitment CREDIT AGREEMENT by Borrower under this subsection 3.4 may be repaid at any timeborrowing, subject to prepaying the limitation stated hereinSwing Line Loans in whole or in part, without prior notice andand reborrowing, through but excluding all in accordance with the Revolving Credit Termination Date, reborrowedterms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) bear interest based upon the ABR and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of loans that bear interest at any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Dateother rate. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) 11:00 A.M., New York City time, on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans). The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of the Swing Line Lender by wire transfer to 3:00 P.M., New York City time, on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may, at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 11:00 A.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, Lenders agree to make swing line loans (individually, a “Swing Line Loan”; collectively, portion of the “Swing Line Loans”) credit otherwise available to Borrower at any time and the Borrowers under the Revolving Credit Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans in an aggregate principal amount at Dollars or any one time outstanding not Optional Currency ("Swing Line Loans") to exceed $5,000,000the Borrowers; provided ---------------- -------- that no Swing Line Loan may be made if (i) the aggregate principal amount of Swing Line Loans outstanding to the Company or the Borrowing Subsidiaries at any time shall not exceed the relevant Swing Line Commitment then in effect, (ii) none of the Borrowers shall request, and none of the Swing Line Loans Lenders shall make, any Swing Line Loan in any Optional Currency if, after giving effect to be made the making of such Swing Line Loan, the aggregate amount of the Total Revolving Extensions of Credit denominated in such Optional Currency would exceed the Currency Maximum with respect to such Optional Currency, (iii) none of the Borrowers shall request, and none of the Swing Line Lenders shall make, any Swing Line Loan in Pesetas if, after giving effect to the making of such Swing Line Loan, the aggregate amount of Swing Line Loans denominated in Pesetas would exceed the Franc Equivalent of Ffr 96,000,000 and (iv) none of the Borrowing Subsidiaries shall request, and none of the Swing Line Lenders shall make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, (A) the aggregate amount of the Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may would be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loansless than zero, (2B) shall not be entitled the Total Revolving Extensions of Credit with respect to be converted into Eurodollar Loans and such Borrowing Subsidiary would exceed such Borrowing Subsidiary's Designated Maximum or (3C) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) on the requested Borrowing Date specifying the aggregate amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans made by such Swing Line Lender shall exceed the Swing Line Maximum applicable to such Swing Line Lender. During the Revolving Credit Commitment Period, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans denominated in Dollars shall be used solely for the purposes referred to Base Rate Loans and Swing Line Loans denominated in subsection 3.3any Optional Currency shall be Foreign Alternate Rate Loans.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.3:00 P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered by wire transfer to crediting the account(s) designated by account of the Borrower in at the applicable borrowing noticeoffice of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 10,000,000, provided that at no Swing Line Loan time may be made if the aggregate principal amount sum of the Swing Line Loans, the Revolving Credit Loans to be made would and Letter of Credit Outstandings exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this less the amount of any working capital facility described in subsection 3.4 may be repaid at any time8.2(i), subject to the limitation stated herein, without prior notice and, through but excluding extent that it is not supported by a Letter of Credit as described in subsection 8.2(i)(i). During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of the Swing Line Lender by wire transfer to 3:00 p.m. on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 3:00 p.m. on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $250,000 or a whole multiple of $50,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, each of the Swing Line Lender agreesLenders agrees that, so long as during the Administrative Agent has not received notice that an Event U.S. Revolving Credit Commitment Period, it will make available to the U.S. Borrower in the form of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") a portion of the credit otherwise ---------------- available to the U.S. Borrower at any time and from time to time during under the U.S. Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Commitments; provided that no Swing Line Loan may be made if (i) the aggregate principal amount of Swing Line Loans outstanding -------- at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to when aggregated with the limitation stated herein, without prior notice and, through but excluding the Swing Line Lender's other outstanding U.S. Revolving Credit Termination DateLoans hereunder, reborrowed. All may exceed the Swing Line Commitment then in effect or such Swing Line Lender's U.S. Revolving Credit Commitment then in effect), (ii) all requests for Swing Line Loans (1) by the U.S. Borrower shall be made to Comerica Bank as Alternate Base Rate Loans, Swing Line Lender until the aggregate principal amount of Swing Line Loans made by Comerica Bank and outstanding at any time shall equal $7,000,000 (2or such higher amount (not to exceed $10,000,000) as Comerica Bank and the Borrower may agree with prior written notice to the General Administrative Agent) and (iii) the U.S. Borrower shall not be entitled to be converted into Eurodollar Loans request, and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the shall not make, any Swing Line Lender prior Loan unless, after giving effect to 1:00 p.m.) on the requested Borrowing Date specifying the amount making of each requested such Swing Line Loan, which shall (A) the Available U.S. Revolving Credit Commitment of each U.S. Revolving Credit Lender would be in an aggregate minimum amount equal to or greater than zero, and (B) the Aggregate U.S. Revolving Extensions of $250,000 or a whole multiple Credit would not exceed the Borrowing Base of $50,000 in excess thereofthe U.S. Borrower. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to During the Administrative Agent for the account of Borrower in same day fundsU.S. Revolving Credit Commitment Period, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by U.S. Borrower may use the Swing Line Lender to Borrower Commitment by borrowing, repaying and reborrowing, all in immediately available funds to be delivered by wire transfer to accordance with the account(s) designated by Borrower in the applicable borrowing noticeterms and conditions hereof. The proceeds of Swing Line Loans may shall be used solely for the purposes referred to denominated in subsection 3.3U.S. Dollars and shall be U.S. Base Rate Loans only.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the U.S. Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the U.S. Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The U.S. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.2:00 P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to thereof and the Administrative Agent wire transfer instructions for the account of the U.S. Borrower in same day funds, to which the proceeds of such Swing Line LoansLoan should be transferred. The proceeds of Swing Line Lender shall promptly make each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated account specified by the U.S. Borrower in the applicable borrowing noticerelated notice of borrowing. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; 100,000,000, provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line all Loans to be made would outstanding at any one time shall not exceed the aggregate Available Revolving Credit amount of the Commitments at such time. Amounts borrowed During the Commitment Period, the Borrower may use the Swing Line Commitment by Borrower under this subsection 3.4 may be repaid at any timeborrowing, subject to prepaying the limitation stated hereinSwing Line Loans in whole or in part, without prior notice andand reborrowing, through but excluding all in accordance with the Revolving Credit Termination Date, reborrowedterms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) bear interest based upon the ABR and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of loans that bear interest at any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Dateother rate. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) 11:00 A.M., New York City time, on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each the Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of the Swing Line Lender by wire transfer to 3:00 P.M., New York City time, on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may, at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 11:00 A.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in Dollars to Borrower at any time and the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; the amount of such Swing Line Lender’s Swing Line Commitment, provided that no Swing Line Loan may be made if (i) the aggregate principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time, (ii) the aggregate principal amount of Revolving Credit Loans of such Lender outstanding at any time, when added to such Lender’s Swing Line Exposure (including, as applicable, in its capacity as Swing Line Lender) shall not exceed the aggregate amount of the Commitment of such Lender at such time and (iii) the aggregate principal amount of all Swing Line Loans outstanding at any one time shall not exceed $2,000,000,000. If the aggregate amount of all Swing Line Commitments is at any time less than $2,000,000,000 (such shortfall, the “Swing Line Commitment Shortfall”), the Company may designate one or more of the other existing Lenders as Swing Line Lenders (it being understood that the Swing Line Commitments of any such Lender may, at the option of such Lender, exceed its Commitment), having Swing Line Commitments in an aggregate amount not exceeding the Swing Line Commitment Shortfall; provided that no Lender may be so designated unless it agrees in its sole discretion to act in such capacity. The Swing Line Commitment of each Swing Line Lender (unless otherwise agreed by such Swing Line Lender) shall be reduced as follows: (x) upon any reduction of the Commitment of any Lender that is also a Swing Line Lender pursuant to Section 2.4, the Swing Line Commitment of such Swing Line Lender shall be reduced by the same proportion as such Commitment is so reduced and (y) upon any assignment by such Swing Line Lender of all or any portion of its Swing Line Commitment pursuant to subsection 9.6(c) and the assumption by the relevant assignee of the amount of such Swing Line Commitment so assigned, the Swing Line Commitment of such Swing Line Lender shall be reduced by the amount of its Swing Line Commitment so assigned. During the Commitment Period, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans to be made would exceed in whole or in part, and reborrowing, all in accordance with the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowedterms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) bear interest based upon the ABR and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of loans that bear interest at any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Dateother rate. Borrower The Company shall give the relevant Swing Line Lender (with a copy to the Managing Administration Agent) irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) 4:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans). The proceeds of each the Swing Line Loan will be made available by the such Swing Line Lender to Borrower in immediately available funds to be delivered the Company at the office of such Swing Line Lender by wire transfer to 5:00 P.M., New York City time, on the account(s) designated Borrowing Date by Borrower in crediting the applicable borrowing noticeaccount of the Company at such office with such proceeds. The proceeds of Company may, at any time and from time to time, prepay the Swing Line Loans may of such Swing Line Lender, in whole or in part, without premium or penalty, by notifying such Swing Line Lender prior to 4:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agreesagrees that, so long as during the Administrative Agent has not received notice that an Event Revolving Credit Commitment Period, it will make available to the Borrower in the form of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) a portion of the credit otherwise available to the Borrower at any time and from time to time during under the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Commitments; provided that no Swing Line Loan may be made if (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject to the limitation stated herein, without prior notice and, through but excluding the when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Termination DateLoans hereunder, reborrowed. All may exceed the Swing Line Loans Commitment then in effect or such Swing Line Lender’s Revolving Credit Commitment then in effect), (1ii) the maturity date of any Swing Line Loan shall be made as Alternate Base Rate Loans, no less than one and no more than thirty days following the Borrowing Date thereof (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall but in any event mature no not later than the Revolving Credit Termination Date. ), provided that in the case of a Swing Line Loan that is a Eurodollar Loan, the maturity thereof shall be the last day of the Interest Period applicable thereto and (iii) the Borrower shall give the not request, and no Swing Line Lender irrevocable notice (which notice must be received by the shall make, any Swing Line Lender prior Loan if, after giving effect to 1:00 p.m.) on the requested Borrowing Date specifying the amount making of each requested such Swing Line Loan, which shall be in an the aggregate minimum amount of $250,000 or a whole multiple of $50,000 the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in excess thereof. accordance with the terms and conditions hereof: The Swing Line Lender shallLoans may from time to time be (A) Base Rate Loans, before 6:00 p.m. on such requested Borrowing Date(B) Eurodollar Loans with an Interest Period of two weeks or one month, make available (C) Money Market Rate Loans or (D) a combination thereof, as determined by the Borrower and notified to the Administrative Agent for and the account of Borrower in same day funds, the proceeds of such applicable Swing Line Loans. The proceeds Lender in accordance herewith; provided that the Borrower shall not have the right to convert Swing Line Loans of each one Type into Swing Line Loans of any other Type (it being understood that the foregoing shall not prevent the Borrower from repaying any Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The from proceeds of Swing Line Revolving Credit Loans may be used solely for the purposes referred to in subsection 3.3of any Type).

Swing Line Commitment. (ai) Subject to the terms and conditions hereof, the each Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (individuallyin Dollars Euro, a “Sterling or any Alternate Swing Line Loan”; collectively, the Foreign Currency (“Swing Line Loans”) to Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000Borrower; provided that no Swing Line Loan may be made if (A) the sum of (x) the aggregate principal amount of Swing Line Loans denominated in Dollars and (y) the Dollar Equivalent of the aggregate principal amount of Swing Line Loans denominated in Euro, Sterling and such Alternate Swing Line Foreign Currency, outstanding as at the date any Swing Line Loan is made shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid outstanding at any time, subject when aggregated with any Swing Line Lender’s other outstanding U.S. Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect) and (B) the Borrower shall not request, and no Swing Line Lender shall make, any Swing Line Loan if, after giving effect to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan orSwing Line Loan, if soonerthe Aggregate Available U.S. Commitments would be less than zero or the Aggregate Total Outstandings of all the Lenders would exceed the Aggregate U.S. Commitments; provided, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. Borrower shall give further, that the Swing Line Lender irrevocable notice shall not be required to (which notice must be received by but it may) make a Swing Line Loan to refinance an outstanding Swing Line Loan. During the Commitment Period, the Borrower may use the Swing Line Lender prior to 1:00 p.m.) on Commitment by borrowing, repaying and reborrowing, all in accordance with the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereofterms and conditions hereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loans may shall be used solely for the purposes referred to in subsection 3.3ABR Loans, Euro Cost of Funds Loans, Sterling Cost of Funds Loans or Alternate Swing Line Foreign Currency Cost of Funds Loans only.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, the each Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; the amount of each Swing Line Lender’s Swing Line Commitment, provided that no Swing Line Loan may be made if (i) the aggregate principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time and (ii) the aggregate principal amount of all Swing Line Loans outstanding at any one time shall not exceed $1,250,000,000. If the aggregate amount of all Swing Line Commitments is at any time less than $1,250,000,000 (such shortfall, the “Swing Line Commitment Shortfall”), the Borrower may designate one or more of the other existing Lenders as Swing Line Lenders (it being understood that the Swing Line Commitments of any such Lender may, at the option of such Lender, exceed its Commitment), having Swing Line Commitments in an aggregate amount not exceeding the Swing Line Commitment Shortfall; provided that no Lender may be so designated unless it agrees in its sole discretion to act in such capacity. The Swing Line Commitment of each Swing Line Lender (unless otherwise agreed by such Swing Line Lender) shall be reduced as follows: (x) upon any reduction of the Commitment of any Lender that is also a Swing Line Lender pursuant to Section 2.4, the Swing Line Commitment of such Swing Line Lender shall be reduced by the same proportion as such Commitment is so reduced and (y) upon any assignment by such Swing Line Lender of all or any portion of its Swing Line Commitment pursuant to subsection 9.6(c) and the assumption by the relevant assignee of the amount of such Swing Line Commitment so assigned, the Swing Line Commitment of such Swing Line Lender shall be reduced by the amount of its Swing Line Commitment so assigned. During the Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans to be made would exceed in whole or in part, and reborrowing, all in accordance with the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowedterms and conditions hereof. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) bear interest based upon the ABR and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of loans that bear interest at any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Dateother rate. The Borrower shall give the relevant Swing Line Lender (with a copy to the Managing Administration Agent) irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 p.m.) 4:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in an aggregate a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans). The proceeds of each the Swing Line Loan will be made available by the such Swing Line Lender to the Borrower in immediately available funds to be delivered at the office of such Swing Line Lender by wire transfer to 5:00 P.M., New York City time, on the account(s) designated Borrowing Date by crediting the account of the Borrower in the applicable borrowing noticeat such office with such proceeds. The proceeds of Borrower may, at any time and from time to time, prepay the Swing Line Loans may of such Swing Line Lender, in whole or in part, without premium or penalty, by notifying such Swing Line Lender prior to 4:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.3an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and --------------------- conditions hereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; --------------- collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during ---------------- the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,00010,000,000; provided that no Swing Line Loan -------- may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans (1) shall be made as Alternate Base Rate Loans, (2) Loans and shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination DateLoans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 100,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to the Borrower in immediately available funds to be delivered by wire transfer to crediting the account(s) designated by account of the Borrower in at the applicable borrowing noticeoffice of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3.